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 June 30, 2000

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

     For the transition period from _________ to _________


                         Commission File Number: 0-24592

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


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


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

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

                                 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 registrant 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 July 31, 2000,  the Company had 779,823  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 (Unaudited) - December
                     31, 1999 and June 30, 2000

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

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

                     Notes to Consolidated Financial Statements
                    (Unaudited) - Six Months Ended June 30, 2000 and 1999

     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 (Unaudited)


                                        June 30,      December 31,
                                         2000            1999
                                     ------------     ------------

ASSETS

Current assets:
  Cash and cash equivalents          $    133,414     $    320,189
  Prepaid expenses and other
      current assets                       47,026           25,804
                                     ------------     ------------
Total current assets                      180,440          345,993
                                     ------------     ------------

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

    Accumulated depreciation           (1,842,248)      (1,688,658)
                                     ------------     ------------
                                        1,234,480        1,346,304
                                     ------------     ------------

Other assets:
  Film library, net of accumulated
      amortization of $905,063 and
      $869,930 at June 30, 2000 and
      December 31, 1999, respectively     187,707          222,840
  Investment in joint venture             385,688          411,663
  Receivables from officers                   870            8,069
  Consulting agreement                     23,409           28,611
  Deferred lease costs and other
    assets                                109,377          123,967
                                     ------------     ------------
                                          707,051          795,150
                                     ------------     ------------
Total assets                         $  2,121,971     $  2,487,447
                                     ============     ============



                                       3
<PAGE>



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

                                       June 30,       December 31,
                                         2000            1999
                                     ------------     ------------
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
    Accounts payable and accrued
      expenses                       $    192,766     $    219,125
    Current portion of capital
      lease obligations                    45,637           40,381
    Current portion of note payable
      to lender                           142,712          133,077
    Current portion of note payable
      to bank                                                  416
                                     ------------     ------------
Total current liabilities                 381,115          392,999
                                     ------------     ------------
Non-current liabilities:
  Obligations under capital lease,
    less current portion                   63,488           84,660
  Note payable to lender, less
    current portion                       623,578          697,072
  Deferred rent                            72,079           84,061
  Loan payable to officer                 120,000          120,000
                                     ------------     ------------
                                          879,145          985,793
                                     ------------     ------------
Total liabilities                       1,260,260        1,378,792
                                     ------------     ------------
Stockholders' equity (Note 2):
    Preferred stock, $.01 par value -
      Authorized - 500,000 shares
      Issued - None
    Common stock,  $.08 par value -
      Authorized -  20,000,000 shares
      Issued and Outstanding -
      779,823 shares and 731,823
      shares at June 30, 2000 and
      December 31, 1999, respectively      62,386           58,546
    Additional paid-in-capital          9,220,369        9,212,209
    Accumulated deficit                (8,421,044)      (8,162,100)
                                     ------------     ------------
Total stockholders' equity                861,711        1,108,655
                                     ------------     ------------
Total liabilities and
  stockholders' equity               $  2,121,971     $  2,487,447
                                     ============     ============

                     See accompanying notes to consolidated
                             financial statements.




                                      4
<PAGE>

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

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

Revenues                             $    766,192     $    660,869

Selling, general and
  administrative expenses                 688,321          645,659

Depreciation and amortization              97,684          135,596
                                     ------------     ------------
Loss from operations                      (19,813)        (120,386)

Other income (expense):
  Equity in net income (loss)
    of joint venture                       (2,328)          27,524
  Interest income                             764            2,281
  Interest expense                        (44,763)         (61,212)
                                     ------------     ------------
Net loss                             ($    66,140)   ($    151,793)
                                     ============     ============

Basic and diluted net loss
  per common share (Note 1)          ($      0.08)   ($       0.21)
                                     ============     ============

Weighted average common
  shares outstanding -
  basic and diluted                       779,823          731,823
                                     ============     ============







                     See accompanying notes to consolidated
                             financial statements.


                                       5
<PAGE>



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

                                       Six Months Ended June 30,
                                     -----------------------------
                                         2000             1999
                                     ------------     ------------

Revenues                             $  1,424,677     $  1,172,327

Selling, general and
  administrative expenses               1,331,852        1,183,828

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

Depreciation and amortization             194,104          271,959
                                     ------------     ------------
Loss from operations                     (175,700)        (283,460)

Other income (expense):
  Equity in net income
    of joint venture                        5,833           45,579
  Interest income                           2,100            5,283
  Interest expense                        (91,177)        (115,211)
  Fair value of warrants issued
    to officer as commitment fee
    for line of credit (Note 2)                            (64,620)
                                     ------------     ------------
Net loss                            ($    258,944)   ($    412,429)
                                     ============     ============

Basic and diluted net loss
  per common share (Note 1)         ($       0.33)   ($       0.56)
                                     ============     ============

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










                     See accompanying notes to consolidated
                             financial statements.


                                       6
<PAGE>

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


                                        Six Months Ended June 30,
                                      -----------------------------
                                          2000            1999
                                       ------------   ------------

Cash flows from operating activities:
    Net loss                           ($   258,944)  ($   412,429)
    Adjustments to reconcile net loss
      to net cash used in operating
      activities:
      Depreciation and amortization         194,104        271,959
      Common stock issued for services
        rendered                             12,000            809
      Equity in net income of joint
        venture                              (5,832)       (45,579)
      Amortization of consulting
        agreement                             5,202          5,202
      Amortization of deferred
        financing costs                       6,209          6,209
      Fair value of warrants issued
        to officer as commitment fee
        for line of credit                                  64,620
      Changes in operating assets and
        liabilities:
        (Increase) decrease in:
        Inventories                                         (3,194)
        Prepaid expenses and other
          current assets                    (21,222)        44,417
        Deposits                              3,000         12,532
         Increase (decrease) in:
        Accounts payable and
          accrued expenses                  (26,359)       (66,544)
        Deferred rent                       (11,982)       (13,115)
                                       ------------   ------------
Net cash used in operating
  activities                               (103,824)      (135,113)
                                       ------------   ------------






                                       7


<PAGE>

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


                                        Six Months Ended June 30,
                                      -----------------------------
                                           2000           1999
                                       ------------   ------------


Cash flows from investing activities:
  Purchase of property and equipment   ($    41,766)  $
  Investment in joint venture                               (1,724)
  Dividends received from joint
    venture                                  31,807         81,422
 (Increase) decrease in receivables
    from officers                             7,199         (3,717)
                                       ------------   ------------
Net cash provided by (used in)
  investing activities                       (2,760)        75,981
                                       ------------   ------------

Cash flows from financing activities:
    Payments on notes payable               (64,275)       (10,297)
    Principal payments on capital
      lease obligations                     (15,916)        (9,087)
                                       ------------   ------------
Net cash used in financing
  activities                                (80,191)       (19,384)
                                       ------------   ------------

Cash and cash equivalents:
  Net decrease                             (186,775)       (78,516)
  At beginning of period                    320,189        240,341
                                       ------------   ------------
  At end of period                     $    133,414   $    161,825
                                       ============   ============












                     See accompanying notes to consolidated
                             financial statements.


                                       8

<PAGE>

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


1.  Organization and Basis of Presentation

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

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

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

Comments - The accompanying 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 June 30, 2000,  the results of  operations  for the three months and
six months  ended June 30, 2000 and 1999,  and the cash flows for the six months
ended June 30, 2000 and 1999. The consolidated  balance sheet as of December 31,
1999 is derived from the Company's audited financial statements.

                                       9
<PAGE>

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,  although  management of
the  Company  believes  that  the  disclosures   contained  in  these  financial
statements  are  adequate  to  make  the  information   presented   therein  not
misleading.  For  further  information,  refer  to  the  consolidated  financial
statements  and notes thereto  included in the  Company's  Annual Report on Form
10-KSB for the fiscal year ended December 31, 1999, as filed with the Securities
and Exchange Commission.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities,  disclosure of contingent
assets and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses  during the reporting  period.  Actual  results
could differ from those estimates.

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

Going Concern - The  accompanying  consolidated  financial  statements have been
prepared  assuming  that the Company  will  continue as a going  concern,  which
contemplates  the  realization of assets and the  satisfaction of liabilities in
the normal course of business.  The carrying  amounts of assets and  liabilities
presented in the accompanying  consolidated  financial statements do not purport
to represent  the  realizable  or  settlement  values.  The Company has suffered
recurring  operating  losses and had a working  capital  deficit at December 31,
1999 and  June 30,  2000  that may  impair  its  ability  to  obtain  additional
financing.  These factors raise substantial doubt about the Company's ability to
continue as a going concern.  As a result, the Company's  independent  certified
public accountants have included a modification paragraph in their report on the
Company's  consolidated  financial  statements  for the year ended  December 31,
1999.

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 included in the statement of operations.

                                       10
<PAGE>

Loss Per Share - Basic earnings per share are calculated by dividing net loss by
the weighted  average  number of common  shares  outstanding  during the period.
Diluted  earnings per share reflects the potential  dilution that would occur if
stock options and warrants were exercised. These potentially dilutive securities
were anti-dilutive for all periods presented, and accordingly, basic and diluted
earnings per share are the same for all periods presented.  As of June 30, 2000,
potentially  dilutive  securities  consisted of  outstanding  stock  options and
warrants  to  acquire  222,188  shares  and  1,899,535  shares of common  stock,
respectively.


2.  Stockholders' Equity

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

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

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


3.  Start-up Costs for New Jersey Facility

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


                                       11
<PAGE>






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

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

This  Quarterly  Report on Form 10-QSB for the  quarterly  period ended June 30,
2000 contains "forward-looking"  statements within the meaning of Section 27A of
the Securities Act of 1933, as amended,  including  statements  that include the
words  "believes",  "expects",  "anticipates",  or  similar  expressions.  These
forward-looking  statements  include,  among others,  statements  concerning the
Company's expectations regarding its working capital requirements, its business,
growth prospects, competition and results of operations, and other statements of
expectations,  beliefs,  future  plans  and  strategies,  anticipated  events or
trends,  and similar  expressions  concerning  matters  that are not  historical
facts.  The  forward-looking  statements in this Quarterly Report on Form 10-QSB
for the quarterly  period ended June 30, 2000 involve  known and unknown  risks,
uncertainties and other factors that could cause the actual results, performance
or achievements  of the Company to differ  materially from those expressed in or
implied by the forward-looking statements contained herein.


Overview:

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


                                       12
<PAGE>

Recent Development:

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


Seasonality:

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


Results of Operations:

Three Months Ended June 30, 2000 and 1999 -

Revenues  increased  by $105,323  or 15.9% to $766,192 in 2000 from  $660,869 in
1999. Approximately $103,735 or 98% of the increase in revenues was attributable
to the New Jersey Facility, which opened in January 2000.

Selling,  general and  administrative  expenses  increased by $42,662 or 6.6% to
$688,321 in 2000 from $645,659 in 1999,  primarily as a result of the opening of
the New Jersey Facility in January 2000.

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

Depreciation and  amortization  decreased by $37,912 or 28.0% to $97,684 in 2000
from $135,596 in 1999, primarily as a result of certain fixed assets having been
fully depreciated at December 31, 1999.

                                       13
<PAGE>

Interest  expense  decreased by $16,449 or 26.9% to $44,763 in 2000 from $61,212
in 1999,  primarily  as a result of a  reduction  in the  outstanding  principal
balance of interest-bearing debt.

Equity in net income (loss) of joint venture decreased by $29,852, to a net loss
of $2,328 in 2000 from net income of $27,524 in 1999,  primarily  as a result of
reduced  marketing  of the  Company's  ride  facility  by Dave & Buster,  Inc.'s
on-site management.  In response,  the Company has hired its own on-site manager
to promote the Company's ride facility.

As a result of the  aforementioned  factors,  the net loss was  $66,140  for the
three months ended June 30, 2000,  as compared to a net loss of $151,793 for the
three months ended June 30, 1999.


Six Months Ended June 30, 2000 and 1999 -

Revenues increased by $252,350 or 21.5% to $1,424,677 in 2000 from $1,172,327 in
1999. Approximately $195,549 or 77% of the increase in revenues was attributable
to the New Jersey Facility, which opened in January 2000.

Selling,  general and administrative  expenses increased by $148,024 or 12.5% to
$1,331,852 in 2000 from $1,183,828 in 1999, primarily as a result of the opening
of the New Jersey Facility in January 2000.

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

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

Depreciation and amortization  decreased by $77,855 or 28.6% to $194,104 in 2000
from $271,959 in 1999, primarily as a result of certain fixed assets having been
fully depreciated at December 31, 1999.

Interest expense  decreased by $24,034 or 20.9% to $91,177 in 2000 from $115,211
in 1999,  primarily  as a result of a reduction  in the  outstanding  balance of
interest-bearing debt.

Equity in net  income of joint  venture  decreased  by $39,746 to $5,833 in 2000
from  $45,579  in  1999,  primarily  as a result  of  reduced  marketing  of the
Company's  ride  facility  by  Dave &  Buster,  Inc.'s  on-site  management.  In
response, the Company has hired its own on-site manager to promote the Company's
ride facility.


                                    14
<PAGE>

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

As a result of the aforementioned factors, the net loss was $258,944 for the six
months  ended June 30,  2000,  as compared to a net loss of $412,429 for the six
months ended June 30, 1999.


Liquidity and Capital Resources - June 30, 2000:

Operating  Activities.  The  Company  utilized  cash of  $103,824  in  operating
activities  during the six months ended June 30, 2000,  as compared to utilizing
cash of $135,113  during the six months  ended June 30, 1999.  The  reduction in
cash utilized in operating activities in 2000 as compared to 1999 of $31,289 was
primarily a result of a reduced loss from operations. At June 30, 2000, cash and
cash equivalents had decreased by $186,775, to $133,414, as compared to $320,189
at December 31, 1999. As a result,  the Company had a working capital deficit of
$200,675 at June 30, 2000, as compared to a working  capital  deficit of $47,006
at December 31, 1999, resulting in current ratios of .47:1 and .88:1 at June 30,
2000 and December 31, 1999, respectively.

Investing  Activities.  Net cash used in investing activities was $2,760 for the
six months ended June 30,  2000,  primarily as a result of the purchase of fixed
assets of  $41,766,  offset in part by $31,807 of  dividends  received  from the
Company's  joint  venture  with  Dave &  Buster's,  Inc.  Net cash  provided  by
investing  activities  was  $75,981  for the six  months  ended  June 30,  1999,
primarily as a result of $81,422 of dividends  received from the Company's joint
venture with Dave & Buster's, Inc.

Financing  Activities.  Net cash used in  financing  activities  was $80,191 and
$19,384  for the six months  ended June 30,  2000 and 1999,  respectively,  as a
result of payments on notes payable and capital lease obligations.

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

                                       15
<PAGE>

Pursuant  to the  Company's  amended  loan  agreement  with its Chief  Executive
Officer, during November 1999, the Chief Executive Officer repaid $85,000 of his
notes  receivable,  consisting  of principal of $75,000 and accrued  interest of
$10,000,  and the  Company  also  borrowed  $120,000  from him under the line of
credit.

The aggregate  proceeds of $205,000  were utilized to fund the costs  associated
with the  installation  of the Company's  new ride  facility in  Elizabeth,  New
Jersey, which opened in January 2000.


Going Concern:

The accompanying  consolidated  financial statements have been prepared assuming
that the  Company  will  continue as a going  concern,  which  contemplates  the
realization of assets and the  satisfaction  of liabilities in the normal course
of business.  The carrying  amounts of assets and  liabilities  presented in the
accompanying  consolidated  financial statements do not purport to represent the
realizable or settlement values.  The Company has suffered  recurring  operating
losses and had a working  capital deficit at December 31, 1999 and June 30, 2000
that may impair its ability to obtain additional financing.  These factors raise
substantial doubt about the Company's ability to continue as a going concern. As
a result, the Company's independent certified public accountants have included a
modification  paragraph in their report on the Company's  consolidated financial
statements for the year ended December 31, 1999.

The Company  believes that its previous efforts to reduce costs and operate more
efficiently, combined with the modified financing arrangement with the Company's
Lender,  borrowings  under the line of credit  provided  by the Chief  Executive
Officer,  and the opening of the New Jersey  Facility,  will generate  increased
cash flows  sufficient to fund operations.  However,  there can be no assurances
that such  efforts  will  actually  result in  increased  operating  cash flows.
Furthermore,  to the extent that the  Company  experiences  a revenue  shortfall
during the June through August peak tourist season, the Company's  liquidity and
ability to conduct operations may be impaired.

The Company  anticipates that it will be required to raise additional capital to
fund operations,  expansion plans and possible  acquisitions,  mergers and joint
ventures,  including the amended joint venture  agreement  with Dave & Buster's,
Inc.  The  Company  is  also   considering  a  wide  range  of  other   business
opportunities,  some of which are  unrelated to the Company's  current  business
activities and could result in a change in control of the Company.  There can be
no assurances  that the Company will be able to secure the capital  necessary to
fund its future  business  operations on a timely basis and/or under  acceptable
terms and conditions.


                                       16
<PAGE>


                           PART II. OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits:

27       Financial Data Schedule (electronic filing only)

(b)      Reports on Form 8-K:

                Three Months Ended June 30, 2000 - None



                                       17
<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:  August 8, 2000             By:  __________________________
                                       Mitchell J. Francis
                                       Chief Executive Officer,
                                       President, Chief Financial
                                       Officer and Chairman of
                                       the Board of Directors
                                       (Duly Authorized Officer
                                       and Chief Financial
                                       Officer)