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

                                FORM 10-QSB

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

      For the Quarterly Period Ended September 30, 2001

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

      For the transition period from _________ to _________

                     Commission File Number:  0-24592

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

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


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

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

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


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

As of September 30, 2001, the Company had 1,945,900 shares of common stock
issued and outstanding.

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

Documents incorporated by reference:  None.

                                    -1-
<PAGE>




                    CINEMA RIDE, INC. AND SUBSIDIARIES

                                   INDEX


PART I.   FINANCIAL INFORMATION

  Item 1.  Financial Statements

     Consolidated Balance Sheets - September 30, 2001 (Unaudited) and
     December 31, 2000

     Consolidated Statements of Operations (Unaudited) - Three Months and
     Nine Months Ended September 30, 2001 and 2000

     Consolidated Statements of Cash Flows (Unaudited) - Nine Months Ended
     September 30, 2001 and 2000

     Notes to Consolidated Financial Statements (Unaudited) - Three Months
     and Nine Months Ended September 30, 2001 and 2000

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


PART II.  OTHER INFORMATION

  Item 6.  Exhibits and Reports on Form 8-K


SIGNATURES


                                    -2-
<PAGE>























                    Cinema Ride, Inc. and Subsidiaries
                        Consolidated Balance Sheets

                                    September 30,    December 31,
                                        2001             2000
                                     -----------     ------------
                                     (Unaudited)

ASSETS

Current assets:
  Cash and cash equivalents          $   74,122       $  109,834
  Prepaid expenses and other
    current assets                       46,395           57,791
                                      ---------        ---------
Total current assets                    120,517          167,625
                                      ---------        ---------

Property and equipment:
  Equipment and furniture               111,180          110,033
  Equipment under capital lease
    (Note 3)                             68,762          208,236
  Leasehold improvements              1,061,682        1,062,582
  Theater and film equipment
    (Note 3)                          1,867,798        1,696,972
                                      ---------        ---------
                                      3,109,422        3,077,823

  Less:  accumulated depreciation    (2,185,551)      (1,989,420)
                                      ---------        ---------
                                        923,871        1,088,403
                                      ---------        ---------

Other assets:
  Film library, net of accumulated
    amortization of $992,888 and
    $940,193 at September 30, 2001
    and December 31, 2000,
    respectively                         99,882          152,577
  Investment in joint venture           328,558          360,725
  Consulting agreement                   10,404           18,207
  Deferred lease costs and other
    assets (Note 2)                      90,388           91,826
                                      ---------        ---------
                                        529,232          623,335
                                      ---------        ---------
Total assets                         $1,573,620       $1,879,363
                                      =========        =========


                                (continued)

                                    -3-
<PAGE>




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

                                    September 30,    December 31,
                                         2001            2000
                                     -----------     ------------
                                     (Unaudited)

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued
  expenses                           $  228,846       $  229,948
Accrued interest payable (Note 2)          -              30,881
Current portion of capital
  lease obligations (Note 3)             24,026           48,854
Current portion of notes payable
  (Notes 2 and 3)                       817,234          732,327
                                      ---------        ---------
Total current liabilities             1,070,106        1,042,010
                                      ---------        ---------

Non-current liabilities:
  Capital lease obligations, less
    current portion (Note 3)              6,875           38,727
  Notes payable, less current
    portion (Notes 2 and 3)              49,991             -
  Deferred rent                          50,014           63,254
  Loan payable to officer (Note 4)         -             120,000
                                      ---------        ---------
                                        106,880          221,981
                                      ---------        ---------
Total liabilities                     1,176,986        1,263,991
                                      ---------        ---------

Commitments and contingencies
  (Note 3)

Stockholders' equity (Note 4):
Preferred stock, $0.01 par value -
  Authorized - 500,000 shares
  Issued - None                            -               -
Common stock, $0.08 par value -
  Authorized - 20,000,000 shares
  Issued and Outstanding -
  1,945,900 shares and 789,823
  shares at September 30, 2001 and
  December 31, 2000, respectively       155,672          63,186
Additional paid-in capital            9,323,798       9,224,569
Accumulated deficit                  (9,082,836)     (8,672,383)
                                      ---------       ---------
Total stockholders' equity              396,634         615,372
                                      ---------       ---------
Total liabilities and
  stockholders' equity               $1,573,620      $1,879,363

                                    =========       =========


       See accompanying notes to consolidated financial statements.

                                    -4-
<PAGE>


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



                                    Three Months Ended September 30,
                                    --------------------------------
                                         2001              2000
                                      ---------         ---------

Revenues                              $ 714,455         $ 767,018

Direct costs of revenues                335,792           378,989

Selling and marketing expenses           52,643            52,572

General and administrative expenses     274,501           230,750

Depreciation and amortization            91,694            94,691
                                        -------           -------
Income (loss) from operations           (40,175)           10,016

Other income (expense):
  Equity in net income (loss)
    of joint venture                      4,204           (24,323)
  Interest income                            95               821
  Interest expense                      (62,054)          (38,080)
                                        -------           -------
Net loss                              $ (97,930)        $ (51,566)
                                        =======           =======

Net loss per common share -
  basic and diluted (Note 1)             $(0.05)           $(0.07)
                                           ====              ====

Weighted average common
  shares outstanding -
  basic and diluted                   1,945,900           781,490
                                      =========           =======




       See accompanying notes to consolidated financial statements.

                                    -5-
<PAGE>

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

                                   Nine Months Ended September 30,
                                   -------------------------------
                                         2001            2000
                                      ---------       ---------

Revenues                             $1,872,578      $2,191,694

Direct costs of revenues (Note 3)       974,988       1,014,148

Selling and marketing expenses          135,481         235,756

General and administrative expenses     807,064         744,258

Start-up costs (Note 5)                    -             74,421

Depreciation and amortization           261,944         288,795
                                      ---------       ---------
Loss from operations                   (306,899)       (165,684)

Other income (expense):
  Equity in net income (loss)
    of joint venture                     15,269         (18,490)
  Interest income                           693           2,921
  Interest expense                     (119,516)       (129,257)
                                      ---------       ---------
Net loss                             $ (410,453)     $ (310,510)
                                      =========       =========

Net loss per common share -
  basic and diluted (Note 1)             $(0.31)         $(0.40)
                                           ====            ====

Weighted average common
  shares outstanding -
  basic and diluted                   1,303,635         775,046
                                      =========         =======





       See accompanying notes to consolidated financial statements.

                                    -6-
<PAGE>









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


                                   Nine Months Ended September 30,
                                   -------------------------------
                                         2001            2000
                                      ---------       ---------

Cash flows from operating activities:
Net loss                              $(410,453)      $(310,510)
Adjustments to reconcile net loss
  to net cash used in operating
  activities:
  Depreciation and amortization         261,944         288,795
  Common stock issued for services       24,465          17,000
  Settlement of obligation to
    landlord                            (70,580)           -
  Equity in net income (loss) of
    joint venture                       (15,269)         18,490
  Amortization of consulting
    agreement                             7,803           7,803
  Amortization of deferred
    financing costs                      35,570           9,314
  Changes in operating assets and
    liabilities:
    (Increase) decrease in:
      Prepaid expenses and other
        current assets                   11,396         (11,374)
      Deposits                             -              3,000
    Increase (decrease) in:
      Accounts payable and
        accrued expenses                129,905         (72,747)
      Deferred rent                     (13,240)        (16,395)
                                        -------         -------
Net cash used in operating
  activities                            (38,459)        (66,624)
                                        -------         -------


                                (continued)


                                    -7-
<PAGE>













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


                                    Nine Months Ended September 30,
                                    -------------------------------
                                         2001            2000
                                      ---------       ---------

Cash flows from investing activities:
  Purchase of property and equipment  $  (2,192)      $ (41,766)
  Dividends received from joint
    venture                              47,436          14,700
  Decrease in receivable from officer      -              8,069
                                        -------         -------
Net cash provided by (used in)
  investing activities                   45,244         (18,997)
                                        -------         -------

Cash flows from financing activities:
  Payments on notes payable             (13,502)        (98,239)
  Principal payments on capital
    lease obligations                   (28,995)        (24,848)
                                        -------         -------
Net cash used in financing
  activities                            (42,497)       (123,087)
                                        -------         -------

Cash and cash equivalents:
  Net decrease                          (35,712)       (208,708)
  At beginning of period                109,834         320,189
                                        -------         -------
  At end of period                    $  74,122       $ 111,481
                                        =======         =======










       See accompanying notes to consolidated financial statements.

                                    -8-
<PAGE>








                    Cinema Ride, Inc. and Subsidiaries
          Notes to Consolidated Financial Statements (Unaudited)
      Three Months and Nine Months Ended September 30, 2001 and 2000


1.  Organization and Basis of Presentation

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

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

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

Comments - The interim consolidated financial statements are unaudited, but
in the opinion of management of the Company, contain all adjustments, which
include normal recurring adjustments, necessary to present fairly the
financial position at September 30, 2001, the results of operations for the
three months and nine months ended September 30, 2001 and 2000, and the
cash flows for the nine months ended September 30, 2001 and 2000.  The
consolidated balance sheet as of December 31, 2000 is derived from the
Company's audited financial statements.

Certain information and footnote disclosures normally included in financial
statements that have been presented in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to the rules
and regulations of the Securities and Exchange Commission with respect to
interim financial statements, although management of the Company believes
that the disclosures contained in these financial statements are adequate
to make the information presented therein not misleading.  For further
information, refer to the consolidated financial statements and notes
thereto included in the Company's Annual Report on Form 10-KSB for the
fiscal year ended December 31, 2000, as filed with the Securities and
Exchange Commission.

The results of operations for the three months and nine months ended
September 30, 2001 are not necessarily indicative of the results of
operations to be expected for the full fiscal year ending December 31,
2001.

                                    -9-
<PAGE>

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 2000 to
conform with the presentation in 2001.

Reverse Stock Split - All common share and per share amounts presented
herein reflect the one-for-eight reverse split of the outstanding shares of
common stock effective May 29, 1998.

Going Concern - The consolidated financial statements have been prepared
assuming that the Company will continue as a going concern, which
contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business.  The carrying amounts of assets and
liabilities presented in the consolidated financial statements do not
purport to represent the realizable or settlement values.  The Company has
experienced declining revenues and recurring operating losses, and had a
substantial working capital deficit at September 30, 2001 and December 31,
2000.  In addition, on June 25, 2001, the Company restructured its payment
obligation to its primary secured lender, which now requires the Company to
make a balloon payment of $769,939 on March 1, 2002, however the lender
has agreed to enter into negotiations with the Company to refinance the
balloon payment.  As a result of these factors, the Company's independent
certified public accountants have expressed substantial doubt about the
Company's ability to continue as a going concern.

The Company will require additional capital to fund operating and debt
service requirements, as well as to fund expansion plans and possible
acquisitions, mergers and joint ventures.  The Company has been exploring
various alternatives to raise this required capital and is currently in
negotiations with one capital source, but there can be no assurances that
the Company will be successful in this regard.  To the extent that the
Company is unable to secure the capital necessary to fund its future cash
requirements on a timely basis and/or under acceptable conditions, the
Company may not have sufficient cash resources to maintain operations.  In
such event, the Company may be required to consider a formal or informal
restructuring or reorganization.

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

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

                                   -10-
<PAGE>

Net Loss Per Common Share - Basic loss per common share is calculated by
dividing net loss by the weighted average number of common shares
outstanding during the period.  Diluted loss per common share reflects the
potential dilution that would occur if dilutive stock options and warrants
were exercised.  These potentially dilutive securities were anti-dilutive
for all periods presented, and accordingly, basic and diluted loss per
common share are the same for all periods presented.  As of September 30,
2001, potentially dilutive securities consisted of outstanding stock
options and warrants to acquire 1,237,188 shares and 1,062,458 shares of
common stock, respectively.

Stock-Based Compensation - The Company periodically issues common stock
options and warrants to employees and non-employees in non-capital raising
transactions for services rendered and to be rendered, and as financing
costs.

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

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

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

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

                                   -11-
<PAGE>


2.  Note Payable to Secured Lender

Effective June 25, 2001, the Company completed a Second Modification
Agreement and Waiver of Defaults with its primary secured lender (the
"Second Modification Agreement").  The Second Modification Agreement
provides 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 at or around the
time of the due date, provided that no events of default have occurred.
There can be no assurances that the Company will be able to refinance the
debt to the lender when it becomes due and payable on March 1, 2002.

The Company has 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 is being amortized to financing expense
through March 1, 2002.  In addition, prior deferred financing costs are
being amortized to financing expense through the accelerated due date of
the loan of March 1, 2002.

The balance of the loan was $769,939 at September 30, 2001, including
$50,083 of accrued interest payable that had been added to the loan balance
pursuant to the Second Modification Agreement.  The balance of the loan was
$732,327 at December 31, 2000, with accrued interest payable at that date
of $30,881.  As a result of the March 1, 2002 due date of the loan, the
Company has classified the entire obligation to the secured lender as a
current liability in the consolidated financial statements at September 30,
2001.  The Company classified the entire obligation to the secured lender
as a current liability in the December 31, 2000 consolidated financial
statements as a result of the loan having been in default at that date.


3.  Lease Restructurings

On June 13, 2001, the Company's wholly-owned subsidiary entered into a
Lease Modification Agreement with the landlord for the Company's Elizabeth,
New Jersey ride facility (the "Lease Modification Agreement").  The
original lease agreement was dated November 1, 1999.  The Lease
Modification Agreement provides for (1) a reduction in the base monthly
rent from $8,575 to $4,388; (2) a decrease in the annual gross sales
utilized to calculate the additional rent due the landlord (based on a
percentage factor of 10%) from $1,029,000 to $526,575; (3) a payment to the
landlord by the Company of $50,000 in full satisfaction of all construction
charges and rent for the period from October 1, 2000 through May 31, 2001;
(4) forgiveness of $70,580 of accrued rent payable by the Company to the

                                   -12-
<PAGE>

landlord; and (5) deletion of a provision in the original lease agreement
that allowed the Company to terminate the lease if a movie theater had not
opened in the shopping mall in which the Company's ride facility is located
by a certain date.

The Company believes that the failure by the landlord to arrange for the
timely opening of a movie theater in the Elizabeth, New Jersey shopping
mall in which the Company's ride facility is located has negatively
impacted operating results at this location.  Accordingly, the Company has
recorded the forgiveness of accrued rent payable of $70,580 as a reduction
to direct costs of revenues for the nine months ended September 30, 2001,
since it was reimbursement by the landlord for damages that the Company has
sustained, and since rent payments were originally included in direct costs
of revenues.

During July 2001, the Company restructured a capital lease obligation in
which it was in default by converting it into a secured note payable.  In
conjunction with this transaction, the Company exercised its option to
acquire the related asset.  As a result, the Company reclassified the
related capital lease obligation of $27,685 to notes payable and recognized
an increase in the obligation of $29,407, which was recorded as an increase
to theater and film equipment.  The Company also reclassified the related
asset from equipment under capital lease to theater and film equipment.


4.  Stockholders' Equity

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

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

On March 13, 2001, the Company granted its Chief Executive Officer an
option to purchase an aggregate of 800,000 shares of common stock expiring
on the earlier to occur of three years from the date of vesting or March
13, 2006.  The stock option is exercisable at prices ranging from $0.38 per
share to $2.00 per share, which were not less than fair market value of the
Company's common stock on the grant date.  The stock option vests based on
the attainment of certain milestones by the Company, including raising new
equity capital and reaching certain levels of earnings before interest,
taxes, depreciation and amortization, none of which had been reached as of
September 30, 2001.  In accordance with accounting for such stock options

                                   -13-
<PAGE>

utilizing the intrinsic value method, no compensation expense was recorded
in the Company's consolidated financial statements.

On June 5, 2001, the Company granted stock options to two employees to
purchase an aggregate of 240,000 shares of common stock, including an
option for 150,000 shares of common stock to the Company's Vice President
of Operations, exercisable through June 5, 2006 at $0.15 per share, which
was fair market value on the date of grant.  The options vest in equal
annual installments on June 5, 2001, 2002 and 2003.  In accordance with
accounting for such stock options utilizing the intrinsic value method, no
compensation expense was recorded in the Company's consolidated financial
statements.

On June 5, 2001, the Company's Chief Executive Officer exercised a portion
of a previously issued warrant for 1,538,461 shares of common stock
exercisable at $0.13 per share through February 2, 2002.  The Chief
Executive Officer exercised warrants for 923,077 shares of common stock and
paid the exercise consideration by canceling his $120,000 loan to the
Company.  The unexercised portion of the warrant for 615,384 shares of
common stock was extended for an additional two years, and cashless
exercise provisions were added.  The exercise price of the warrant was
approximately equal to the fair market value of the Company's common stock
on the extension date.  Accordingly, in accordance with accounting for such
warrants utilizing the intrinsic value method, no compensation expense was
recorded in the Company's consolidated financial statements.

During June 2001, the Company issued to various employees an aggregate of
133,000 shares of common stock as a bonus, including 20,000 shares of
common stock to the Company's Vice President of Operations.  The aggregate
fair market value of $13,965 was charged to operations during the nine
months ended September 30, 2001.

During June 2001, the Company issued to each of its two non-employee
directors 50,000 shares of common stock as a bonus.  The aggregate fair
market value of $10,500 was charged to operations during the nine months
ended September 30, 2001.

In conjunction with the restructuring of the Company's obligations to its
primary secured lender on June 25, 2001, the Company repriced previously
issued warrants to purchase 12,500 shares of common stock through December
31, 2003 from $16.00 per share to $1.00 per share, and issued new warrants
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, as described at Note 3.


5.  Start-Up Costs

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

                                   -14-
<PAGE>


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

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

This Quarterly Report on Form 10-QSB for the quarterly period ended
September 30, 2001 contains "forward-looking" statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, including
statements that include the words "believes", "expects", "anticipates", or
similar expressions.  These forward-looking statements include, among
others, statements concerning the Company's expectations regarding its
working capital requirements, 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 September 30, 2001 involve known and
unknown risks, uncertainties and other factors that could cause the actual
results, performance or achievements of the Company to differ materially
from those expressed in or implied by the forward-looking statements
contained herein.

Overview:

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

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

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

                                   -15-
<PAGE>

working capital deficit at September 30, 2001 and December 31, 2000.  In
addition, on June 25, 2001, the Company restructured its payment obligation
to its primary secured lender, which now requires the Company to make a
balloon payment of $769,939 on March 1, 2002, however the lender has
agreed to enter into negotiations with the Company to refinance the balloon
payment.  As a result of these factors, the Company's independent certified
public accountants have expressed substantial doubt about the Company's
ability to continue as a going concern.

The Company will require additional capital to fund operating and debt
service requirements, as well as to fund expansion plans and possible
acquisitions, mergers and joint ventures.  The Company has been exploring
various alternatives to raise this required capital and is currently in
negotiations with one capital source, but there can be no assurances that
the Company will be successful in this regard.  To the extent that the
Company is unable to secure the capital necessary to fund its future cash
requirements on a timely basis and/or under acceptable conditions, the
Company may not have sufficient cash resources to maintain operations.  In
such event, the Company may be required to consider a formal or informal
restructuring or reorganization.

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

Results of Operations:

Three Months Ended September 30, 2001 and 2000 -

Revenues.  Revenues decreased by $52,563 or 6.9% to $714,455 in 2001 from
$767,018 in 2000.  The decrease in revenues was primarily attributable to a
decrease in revenues at the Las Vegas facility, in part as a result of
additional competition from the opening of new shopping malls in Las Vegas.
The Company believes that a general slow-down in the economy, as well as
the terrorist attacks of September 11, 2001, have also contributed to the
decline in revenues at the Las Vegas facility.  The Company is currently
unable to predict the extent and duration of this decrease in revenues at
the Las Vegas facility.

Direct Costs of Revenues.  Direct costs of revenues decreased by $43,197 or
11.4% to $335,792 in 2001 from $378,989 in 2000.  Direct costs of revenues
were 47.0% of revenues in 2001, as compared to 49.4% of revenues in 2000.

Selling and Marketing Expenses.  Selling and marketing expenses were
essentially unchanged in 2001 as compared to 2000.  Selling and marketing
expenses were $52,643 or 7.4% of revenues in 2001 as compared to $52,572 or
6.9% of revenues in 2000.

General and Administrative Expenses.  General and administrative expenses
increased by $43,751 or 19.0% to $274,501 in 2001 from $230,750 in 2000,
primarily as a result of an increase in executive compensation and business
development costs.

                                   -16-
<PAGE>

Depreciation and Amortization.  Depreciation and amortization decreased by
$2,997 or 3.2% to $91,694 in 2001 from $94,691 in 2000.

Income (Loss) from Operations.  Loss from operations was $40,175 for the
three months ended September 30, 2001, as compared to income from
operations of $10,016 for the three months ended September 30, 2000.

Interest Expense.  Interest expense increased by $23,974 or 63.0% to
$62,054 in 2001 from $38,080 in 2000, primarily as a result of an increase
in deferred financing costs, as well as an increase in the amortization of
such costs, which resulted from the restructuring of the note payable to
the Company's primary secured lender in June 2001.

Interest Income.  Interest income was $95 in 2001 as compared to $821 in
2000.

Equity in Net Income (Loss) of Joint Venture.  Equity in net income (loss)
of joint venture consisted of net income of $4,204 in 2001 as compared to a
net loss of $24,323 in 2000.

Net Loss.  Net loss was $97,930 for the three months ended September 30,
2001, as compared to a net loss of $51,566 for the three months ended
September 30, 2000.

Nine Months Ended September 30, 2001 and 2000 -

Revenues.  Revenues decreased by $319,116 or 14.6% to $1,872,578 in 2001
from $2,191,694 in 2000.  The decrease in revenues was primarily
attributable to a decrease in revenues at the Las Vegas facility, in part
as a result of additional competition from the opening of new shopping
malls in Las Vegas.  The Company believes that a general slow-down in the
economy, as well as the terrorist attacks of September 11, 2001, have also
contributed to the decline in revenues at the Las Vegas facility.  The
Company is currently unable to predict the extent and duration of this
decrease in revenues at the Las Vegas facility.

Direct Costs of Revenues.  Direct costs of revenues decreased by $39,160 or
3.9% to $974,988 in 2001 from $1,014,148 in 2000.  Direct costs of revenues
were 52.1% of revenues in 2001, as compared to 46.3% of revenues in 2000.
Direct costs of revenues were 55.8% of revenues in 2001, as compared to
46.3% of revenues in 2000, excluding forgiveness of accrued rent payable of
$70,580 in 2001, reflecting the restructuring of the lease for the
Company's Elizabeth, New Jersey facility in June 2001.

Selling and Marketing Expenses.  Selling and marketing expenses decreased
by $100,275 or 42.5% to $135,481 in 2001 from $235,756 in 2000, primarily
as a result of a reduction in certain promotional programs.

General and Administrative Expenses.  General and administrative expenses
increased by $62,806 or 8.4% to $807,064 in 2001 from $744,258 in 2000,
primarily as a result of an increase in executive compensation, stock-based
compensation and business development costs.

                                   -17-
<PAGE>

Start-Up Costs.  Start-up costs with respect to the opening of the New
Jersey facility were $74,421 for the nine months ended September 30, 2000.

Depreciation and Amortization.  Depreciation and amortization decreased by
$26,851 or 9.3% to $261,944 in 2001 from $288,795 in 2000.

Loss from Operations.  Loss from operations was $306,899 for the nine
months ended September 30, 2001, as compared to $165,684 for the nine
months ended September 30, 2000.

Interest Expense.  Interest expense decreased by $9,741 or 7.5% to $119,516
in 2001 from $129,257 in 2000.

Interest Income.  Interest income was $693 in 2001 as compared to $2,921 in
2000.

Equity in Net Income (Loss) of Joint Venture.  Equity in net income (loss)
of joint venture consisted of net income of $15,269 in 2001 as compared to
a net loss of $18,490 in 2000.

Net Loss.  Net loss was $410,453 for the nine months ended September 30,
2001, as compared to a net loss of $310,510 for the nine months ended
September 30, 2000.

Liquidity and Capital Resources - September 30, 2001:

During the last few years, the Company has relied on the proceeds from
loans from both unrelated and related parties and capital leases to provide
the resources necessary to develop its ride facilities and operate its
business.

Operating Activities.  The Company's operations utilized cash of $38,459
during the nine months ended September 30, 2001, as compared to utilizing
cash of $66,624 during the nine months ended September 30, 2000.  The
reduction in cash utilized in operations in 2001 as compared to 2000 was
primarily a result of an increase in accounts payable and accrued expenses.

At September 30, 2001, cash and cash equivalents had decreased by $35,712,
to $74,122, as compared to $109,834 at December 31, 2000.  As a result, the
Company had a working capital deficit of $949,589 at September 30, 2001, as
compared to a working capital deficit of $874,385 at December 31, 2000,
resulting in current ratios of .11:1 and .16:1 at September 30, 2001 and
December 31, 2000, respectively.  At September 30, 2001 and December 31,
2000, the entire balance of the note payable to the Company's primary
secured lender was classified as a current liability.

Investing Activities.  Net cash provided by investing activities was
$45,244 for the nine months ended September 30, 2001, primarily as a result
of dividends of $47,436 received from the Company's joint venture with Dave
& Buster's, Inc.  Net cash used in investing activities was $18,997 for the
nine months ended September 30, 2000, primarily as a result of the purchase
of property and equipment of $41,766, offset in part by $14,700 of
dividends received from the Company's joint venture with Dave & Buster's,
Inc.
                                   -18-
<PAGE>

Financing Activities.  Net cash used in financing activities was $42,497
and $123,087 for the nine months ended September 30, 2001 and 2000,
respectively, as a result of payments on notes payable and capital lease
obligations.

Effective June 25, 2001, the Company completed a Second Modification
Agreement and Waiver of Defaults with its primary secured lender (the
"Second Modification Agreement").  The Second Modification Agreement
provides 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 at or around the
time of the due date, provided that no events of default have occurred.
There can be no assurances that the Company will be able to refinance the
debt to the lender when it becomes due and payable on March 1, 2002.

The balance of the loan was $769,939 at September 30, 2001, including
$50,083 of accrued interest payable that had been added to the loan balance
pursuant to the Second Modification Agreement.  The balance of the loan was
$732,327 at December 31, 2000, with accrued interest payable at that date
of $30,881.  As a result of the March 1, 2002 due date of the loan, the
Company has classified the entire obligation to the secured lender as a
current liability in the consolidated financial statements at September 30,
2001.  The Company classified the entire obligation to the secured lender
as a current liability in the December 31, 2000 consolidated financial
statements as a result of the loan having been in default at that date.

On June 5, 2001, the Company's Chief Executive Officer exercised a portion
of a previously issued warrant for 1,538,461 shares of common stock
exercisable at $0.13 per share through February 2, 2002.  The Chief
Executive Officer exercised warrants for 923,077 shares of common stock and
paid the exercise consideration by canceling his $120,000 loan to the
Company.  The unexercised portion of the warrant for 615,384 shares of
common stock was extended for an additional two years, and cashless
exercise provisions were added.  The exercise price of the warrant was
approximately equal to the fair market value of the Company's common stock
on the extension date.  Accordingly, in accordance with accounting for such
warrants utilizing the intrinsic value method, no compensation expense was
recorded in the Company's consolidated financial statements.

During July 2001, the Company restructured a capital lease obligation in
which it was in default by converting it into a secured note payable.  In
conjunction with this transaction, the Company exercised its option to

                                   -19-
<PAGE>

acquire the related asset.  As a result, the Company reclassified the
related capital lease obligation of $27,685 to notes payable and recognized
an increase in the obligation of $29,407, which was recorded as an increase
to theater and film equipment.  The Company also reclassified the related
asset from equipment under capital lease to theater and film equipment.

                                   -20-
<PAGE>




                        PART II.  OTHER INFORMATION



ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits:  None

     (b)  Reports on Form 8-K:

          Three Months Ended September 30, 2001 - None




                                   -21-
<PAGE>





















                                SIGNATURES


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



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


                                       /s/ MITCHELL J. FRANCIS
Date:  November 9, 2001           By:  __________________________
                                       Mitchell J. Francis
                                       Chief Executive Officer,
                                       President, Chief Financial
                                       Officer and Chairman of
                                       the Board of Directors
                                       (Duly Authorized Officer
                                       and Chief Financial
                                       Officer)


                                   -22-