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, 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 June 30, 2003, the Company had 6,014,725 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 - June 30, 2003 (Unaudited) and
     December 31, 2002

     Condensed Consolidated Statements of Operations (Unaudited) - Three Months
     and Six Months Ended June 30, 2003 and 2002

     Condensed Consolidated Statements of Cash Flows (Unaudited) - Six Months
     Ended June 30, 2003 and 2002

     Notes to Condensed Consolidated Financial Statements (Unaudited) - Three
     Months and Six Ended June 30, 2003 and 2002

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

  Item 3.  Controls and Procedures


PART II.  OTHER INFORMATION

  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

                                      -2-
<PAGE>
<TABLE>

                       Cinema Ride, Inc. and Subsidiaries
                      Condensed Consolidated Balance Sheets
<CAPTION>

                                      June 30,       December 31,
                                        2003             2002
                                     -----------     ------------
                                     (Unaudited)

ASSETS
<S>                                 <C>               <C>
Current assets:
  Cash                              $    22,628       $   61,894
  Prepaid expenses and other
    current assets                       51,451           24,395
                                     ----------        ---------
Total current assets                     74,079           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      (2,586,063)      (2,458,080)
                                     ----------        ---------
                                        400,511          528,494
                                     ----------        ---------

Other assets:
  Visual effects library, net of
    accumulated amortization of
    $1,092,771 and $1,076,116 at
    June 30, 2003 and December
    31, 2002, respectively                 -              16,655
  Investment in joint venture -
    D&B                                    -              23,861
  Investment in joint venture -
    Tickets2Nite                        278,698          197,934
  Deferred lease costs and other
    assets                               25,293           28,299
                                     ----------        ---------
                                        303,991          266,749
                                     ----------        ---------
Total assets                        $   778,581       $  881,532
                                     ==========        =========
</TABLE>



                                   (continued)

                                      -3-
<PAGE>

<TABLE>

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

                                      June 30,       December 31,
                                        2003             2002
                                     -----------     ------------
                                     (Unaudited)

LIABILITIES AND STOCKHOLDERS'
  DEFICIENCY
<S>                                 <C>              <C>
Current liabilities:
  Accounts payable and accrued
    expenses                        $   736,042      $   432,869
  Accrued officer's compensation         66,094             -
  Current portion of capital
    lease obligations                    38,459           37,243
  Current portion of notes
    payable                             739,537          739,977
  Loan payable, officer                  80,000           65,000
                                     ----------       ----------
Total current liabilities             1,660,132        1,275,089
                                     ----------       ----------

Non-current liabilities:
  Capital lease obligations,
    less current portion                 48,902           65,165
  Notes payable, less current
    portion                              15,530           18,973
  Deferred rent                          19,123           27,949
                                     ----------       ----------
                                         83,555          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 -
  6,014,725 shares and 5,620,775
  shares at June 30, 2003 and
  December 31, 2002, respectively       481,178          449,662
Additional paid-in capital           10,807,966       10,696,416
Deferred compensation                  (165,333)        (330,666)
Accumulated deficit                 (12,088,917)     (11,321,056)
                                     ----------       ----------
Total stockholders' deficiency         (965,106)        (505,644)
                                     ----------       ----------
Total liabilities and
  stockholders' deficiency          $   778,581      $   881,532
                                     ==========       ==========
</TABLE>


     See accompanying notes to condensed consolidated financial statements.

                                      -4-
<PAGE>

<TABLE>

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

                                      Three Months Ended June 30,
                                      ---------------------------
                                         2003              2002
                                      ---------         ---------
<S>                                   <C>               <C>
Revenues                              $ 455,728         $ 569,423
                                        -------           -------

Costs and expenses:
  Direct costs of revenues              269,130           352,987
  Selling and marketing expenses          6,023            17,609
  General and administrative
    expenses, including
    stock-based compensation
    expense of $130,117 in 2003
    and $74,193 in 2002 ($0 in
    2003 and $37,693 in 2002 to
    officers and directors)             487,212           377,422
  Depreciation and amortization          66,137            82,047
  Costs related to new Las Vegas
    business venture                        631            17,309
  Costs related to closure of
    New Jersey ride facility               -              119,023
  Costs related to closure of
    D&B ride facility                    (1,110)             -
                                        -------           -------
  Total costs and expenses              828,023           966,397
                                        -------           -------

Loss from operations                   (372,295)         (396,974)
                                        -------           -------

Other income (expense):
  Equity in net income of
    joint venture - D&B                    -                1,693
  Equity in net income of
    joint venture -
    Tickets2Nite                         60,173              -
  Interest income                             2                11
  Interest expense                      (40,993)          (39,637)
  Other income                             -               16,649
                                        -------           -------
  Other income (expense), net            19,182           (21,284)
                                        -------           -------

Net loss                              $(353,113)        $(418,258)
                                        =======           =======

Net loss per common share -
  basic and diluted                      $(0.06)           $(0.10)
                                           ====              ====

Weighted average common
  shares outstanding -
  basic and diluted                   5,957,225         3,998,799
                                      =========         =========
</TABLE>



     See accompanying notes to condensed consolidated financial statements.

                                      -5-
<PAGE>

<TABLE>

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

                                      Six Months Ended June 30,
                                      -------------------------
                                        2003             2002
                                      ---------       ---------
<S>                                  <C>             <C>
Revenues                             $  859,115      $1,103,885
                                      ---------       ---------

Costs and expenses:
  Direct costs of revenues              555,280         672,990
  Selling and marketing expenses         16,647          35,953
  General and administrative
    expenses, including
    stock-based compensation
    expense of $244,399 in 2003
    and $257,756 in 2002 ($5,115
    in 2003 and $120,756 in 2002
    to officers and directors)          887,669         805,304
  Depreciation and amortization         147,644         173,112
  Costs related to new Las Vegas
    business venture, including
    stock-based compensation of
    $16,500 in 2003                      19,980          28,523
  Costs related to closure of
    New Jersey ride facility               -            119,023
  Costs related to closure of
    D&B ride facility                    20,461            -
                                      ---------       ---------
  Total costs and expenses            1,647,681       1,834,905
                                      ---------       ---------

Loss from operations                   (788,566)       (731,020)
                                      ---------       ---------

Other income (expense):
  Equity in net income of
    joint venture - D&B                    -             18,303
  Equity in net income of
    joint venture -
    Tickets2Nite                         97,694            -
  Interest income                             7              33
  Interest expense                      (76,996)        (85,449)
  Other income                             -             16,649
                                      ---------       ---------
  Other income (expense), net            20,705         (50,464)
                                      ---------       ---------

Net loss                             $ (767,861)     $ (781,484)
                                      =========       =========

Net loss per common share -
  basic and diluted                      $(0.13)         $(0.21)
                                           ====            ====

Weighted average common
  shares outstanding -
  basic and diluted                   5,794,166       3,693,579
                                      =========       =========
</TABLE>



      See accompanying notes to condensed consolidated financialstatements.

                                      -6-
<PAGE>

<TABLE>

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


                                           Six Months Ended June 30,
                                           -------------------------
                                              2003            2002
                                           ---------       ---------
<S>                                        <C>             <C>
Cash flows from operating activities:
Net loss                                   $(767,861)      $(781,484)
Adjustments to reconcile net loss
  to net cash used in operating
  activities:
  Depreciation and amortization              147,644         173,112
  Common stock issued for services            95,566         257,756
  Closure costs of New Jersey ride
    facility                                    -            119,023
  Other income                                  -            (16,649)
  Amortization of deferred
    compensation                             165,333            -
  Equity in net income of joint
    venture - D&B                               -            (18,303)
  Equity in net income of joint
    venture - Tickets2Nite                   (97,694)           -
  Amortization of consulting
    agreement                                   -              5,202
  Amortization of deferred
    financing costs                             -             19,574
  Changes in operating assets and
    liabilities:
    Increase in:
      Prepaid expenses and other
        current assets                       (27,056)         (8,153)
    Increase (decrease) in:
      Accounts payable and
        accrued expenses                     311,086         (76,196)
      Accrued officer's
        compensation                          66,094            -
      Deferred rent                           (8,826)         (8,826)
                                             -------         -------
Net cash used in operating
  activities                                (115,714)       (334,944)
                                             -------         -------
</TABLE>

                                   (continued)

                                      -7-
<PAGE>

<TABLE>

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


                                           Six Months Ended June 30,
                                           -------------------------
                                              2003            2002
                                           ---------       ---------
<S>                                        <C>             <C>
Cash flows from investing activities:
  Dividends received from joint
    venture - D&B                          $  23,861       $  38,094
  Reimbursements received from joint
    venture, net - Tickets2Nite               16,930            -
  Purchase of property and equipment            -            (37,931)
                                             -------         -------
Net cash provided by investing
  activities                                  40,791             163
                                             -------         -------

Cash flows from financing activities:
  Payments on notes payable                  (11,796)        (26,009)
  Principal payments on capital
    lease obligations                        (15,047)        (30,380)
  Sale of equity securities                   47,500         557,500
  Loan from officer                           15,000            -
                                             -------         -------
Net cash provided by financing
  activities                                  35,657         501,111
                                             -------         -------

Cash:
  Net increase (decrease)                    (39,266)        166,330
  At beginning of period                      61,894          66,856
                                             -------         -------
  At end of period                         $  22,628       $ 233,186
                                             =======         =======
</TABLE>




     See accompanying notes to condensed consolidated financial statements.

                                      -8-
<PAGE>

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

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 June 30, 2003, the results of operations for the three months and six months
ended June 30, 2003 and 2002, and the cash flows for the six months ended June
30, 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 and six months ended June 30,
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
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, recurring


                                      -9-
<PAGE>

operating losses and diminishing liquidity, and had a substantial working
capital deficiency of $1,586,053 and $1,188,800 at June 30, 2003 and December
31, 2002, respectively. The Company also had a stockholders' deficiency of
$965,106 and $505,644 at June 30, 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 is attempting to restructure its debt obligations to reduce the
burden on its operating cash flows. The Company currently has limited cash
resources, increasing accounts payable and accrued liabilities, and insufficient
operating cash flows to fund continuing operations. During late 2002 and early
2003, the Company borrowed an aggregate of $80,000 from its Chief Executive
Officer to fund operations, although there can be no assurances that the Chief
Executive Officer will provide additional loans to the Company. To the extent
that the Company is unable to successfully restructure its debt obligations
and/or obtain the capital necessary to fund its future cash requirements on a
timely basis and under acceptable terms and conditions, the Company will not
have sufficient cash resources to maintain operations, and may 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
June 30, 2003, potentially dilutive securities consisted of outstanding stock
options and warrants to acquire 4,904,197 shares and 2,400,697 shares of common
stock, respectively.

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

The Company periodically issues stock options and warrants to employees and
non-employees in non-capital raising transactions for services and for financing
costs.

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

The provisions of SFAS No. 123 allow companies to either record an expense in
the financial statements to reflect the estimated fair value of stock options or
warrants to employees, or to continue to follow the intrinsic value method set
forth in Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees", but to disclose on an annual basis the pro forma effect on
net income (loss) and net income (loss) per common share had the fair value of
the stock options and warrants been recorded in the financial statements. SFAS
No. 123 was amended by SFAS No. 148, which now requires companies to disclose in
interim financial statements the pro forma effect on net income (loss) and net
income (loss) per common share of the estimated fair market value of stock
options or warrants issued to employees. The Company has elected to continue to
account for stock-based compensation plans utilizing the intrinsic value method.
Accordingly, compensation cost for stock options and warrants is measured as the
excess, if any, of the fair market price of the Company's common stock at the
date of grant above the amount an employee must pay to acquire the common stock.

                                      -10-
<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.

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

For the three months ended June 30, 2003 and 2002, the Company would have
recorded $31,194 and $31,194 as additional compensation expense, resulting in a
net loss of $(384,307) and $(449,452), respectively, and a net loss per common
share of $(0.06) and $(0.11), respectively.

For the six months ended June 30, 2003 and 2002, the Company would have recorded
$62,388 and $62,388 as additional compensation expense, resulting in a net loss
of $(830,249) and $(843,872), respectively, and a net loss per common share of
$(0.14) and $(0.23), respectively.


2.  Note Payable to Primary Secured Lender

On December 31, 1996, the Company completed a financing agreement aggregating
$1,527,027 with Finova Technology Finance, Inc., bearing interest at 16.75% per
annum, 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 of $1,575,027 was 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 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 was in default in its obligations to the
lender at December 31, 2000.

Effective June 25, 2001, the Company and the lender executed a Second
Modification Agreement and Waiver of Defaults 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.

                                      -11-
<PAGE>

Effective April 17, 2002, the Company and the lender executed a Third
Modification Agreement and Waiver of Defaults 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 at December 31, 2001 and
subsequent to December 31, 2002. The loan was due in full on March 1, 2002, but
the Company did not make this balloon payment. As a result, the balance of this
loan has been classified as a current liability in the consolidated financial
statements.

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 to be paid by January 20,
2003. The $150,000 payment has not been made to date. The Company is continuing
negotiations with the lender.

The $50,000 advance payment was applied to reduce the loan balance at December
31, 2002. The Company has not made any payments on this loan subsequent to
December 31, 2002, and has accrued interest with respect to this loan of $60,622
at June 30, 2003.


3.  Legal Proceedings

At June 30, 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
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


                                      -12-
<PAGE>

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 August 6, 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 six months ended June 30, 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
June 30, 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 and six months ended June 30, 2002, the Company issued
75,000 shares and 150,000 shares of common stock to such firm, respectively. The
aggregate fair market value of such shares of $36,500 and $61,250 was charged to
operations as general and administrative expense during the three months and six
months ended June 30, 2002, respectively.

During the three months and six months ended June 30, 2003, the Company issued
75,000 shares and 125,000 shares of common stock to such firm, respectively. The
aggregate fair market value of such shares of $32,250 and $58,750 was charged to
operations as general and administrative expense during the three months and six
months ended June 30, 2003, respectively.

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 and
six months ended June 30, 2003, $82,667 and $165,333 was charged to operations
as general and administrative expense with respect to the amortization of such
warrants, respectively.

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


                                      -13-
<PAGE>

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 and six months ended June 30, 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 and six months ended June 30, 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 and Six Months Ended June 30, 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 six months ended
June 30, 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 six months ended June 30, 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 six months ended June 30, 2002.

During the three months ended June 30, 2002, the Company sold 1,145,000 units of
its securities to accredited investors in a private placement at $0.25 per unit,
generating $286,250 of equity capital, which included accounts payable of
$10,000 paid through the issuance of such securities. During the six months
ended June 30, 2002, the Company sold 2,294,000 units of its securities to
accredited investors in a private placement at $0.25 per unit, generating
$573,500 of equity capital, which included accounts payable of $16,000 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 six months ended June 30, 2002.

During the three months and six months ended June 30, 2002, the Company issued
55,250 shares and 111,500 shares of common stock to its Chief Executive Officer.
The shares were issued as a bonus pursuant to a provision of the Chief Executive
Officer's employment agreement, which provides for the issuance of 5% of the
shares issued in a private placement. The aggregate fair market value of $26,860
and $52,173 was charged to operations as general and administrative expense
during the three months and six months ended June 30, 2002, respectively.

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.
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.

                                      -14-
<PAGE>

Three Months and Six Months Ended June 30, 2003:

During the six months ended June 30, 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 18 months 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 six months ended June 30, 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 six months ended June 30, 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 six months ended June 30, 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 six months
ended June 30, 2003.

During May 2003, the Company issued 10,000 shares of common stock to its legal
counsel for legal services with an aggregate value of $5,000, which is being
charged to operations as general and administrative expense.

During May 2003, the Company issued 20,000 shares of common stock to its
insurance agent for services rendered with an aggregate value of $10,200, which
was charged to operations as general and administrative expense during the three
months and six months ended June 30, 2003.

During the year ended December 31, 2002, the Company issued 2,515,000 warrants
to investors 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), exercisable at
$0.50 per share for a period of 30 months from the date of issuance of the
original warrants, in lieu of the Company not registering such securities with
the Securities and Exchange Commission.


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, 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 and six months ended June
30, 2003, the Company recorded $(1,110) and $20,461 with respect to the
termination of this joint venture, respectively.

                                      -15-
<PAGE>


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
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 $60,173 and $97,694 as its proportionate share
of net income for the three months ended and six months ended June 30, 2003,
respectively. The value of the Company's investment in this business venture was
$278,698 and $197,934 at June 30, 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 June 30, 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>

                                Tickets2Nite, LLC
                           Balance Sheets (Unaudited)
                       June 30, 2003 and December 31, 2002
<CAPTION>


                                            June 30,       December 31,
                                              2003            2002
                                           ---------       ------------
<S>                                        <C>              <C>
Current assets                             $ 380,053        $ 132,904
Property and equipment, net                  285,173          315,013
Other assets                                 200,000          225,000
                                             -------          -------
  Total assets                             $ 865,226        $ 672,917
                                             =======          =======

Current liabilities                        $ 157,866        $  99,466
Long-term liabilities                         79,630          118,241
Capital                                      627,730          455,210
                                             -------          -------
  Total liabilities and capital            $ 865,226        $ 672,917
                                             =======          =======
</TABLE>

                                      -16-
<PAGE>



<TABLE>

                                Tickets2Nite, LLC
                       Statement of Operations (Unaudited)
                 Three Months and Six Months Ended June 30, 2003
<CAPTION>


                                         Three Months      Six Months
                                          Ended June       Ended June
                                           30, 2003         30, 2003
                                         ------------      ----------
<S>                                       <C>              <C>
Revenues                                  $1,250,931       $2,141,574
Cost of revenues                             970,317        1,665,410
                                           ---------        ---------
Gross margin                                 280,614          476,164
                                           ---------        ---------

Selling and marketing                         94,212          158,534
General and administrative                    47,134           83,232
Depreciation and amortization                 15,420           30,840
                                           ---------        ---------
Total costs and expenses                     156,766          272,606
                                           ---------        ---------

Income from operations                       123,848          203,558
Interest expense                               3,502            8,170
                                           ---------        ---------
Net income                                 $ 120,346       $  195,388
                                           =========        =========
</TABLE>



8.  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. As a result, the Company wrote-off fixed assets related to
such ride facility and incurred certain other direct and immediate costs related
to such closure aggregating $119,023, which were charged to operations effective
June 30, 2002. During the three months and six months ended June 30, 2002, the
New Jersey ride facility accounted for $68,283 and $156,934 of consolidated
revenues, respectively, or 12.0% and 14.2 of consolidated revenues,
respectively.

Litigation with respect to the closure of the New Jersey ride facility is
described at Note 3(b).


9.  Recent 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


                                      -17-
<PAGE>

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
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.

                                      -18-
<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,
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 June 30, 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, recurring operating
losses and diminishing liquidity, and had a substantial working capital
deficiency of $1,586,053 and $1,188,800 at June 30, 2003 and December 31, 2002,
respectively. The Company also had a stockholders' deficiency of $965,106 and
$505,644 at June 30, 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 is attempting to restructure its debt obligations to reduce the
burden on its operating cash flows. The Company currently has limited cash
resources, increasing accounts payable and accrued liabilities, and insufficient


                                      -19-
<PAGE>

operating cash flows to fund continuing operations. During late 2002 and early
2003, the Company borrowed an aggregate of $80,000 from its Chief Executive
Officer to fund operations, although there can be no assurances that the Chief
Executive Officer will provide additional loans to the Company. To the extent
that the Company is unable to successfully restructure its debt obligations
and/or obtain the capital necessary to fund its future cash requirements on a
timely basis and under acceptable terms and conditions, the Company will not
have sufficient cash resources to maintain operations, and may consider a formal
or informal restructuring or reorganization.

Las Vegas Ride Facility:

In October 1993, the Company entered into a lease agreement for a site located
at the Forum Shops at Caesar's Palace Hotel and Casino (the "Forum Shops") that
houses the Company's Las Vegas, Nevada ride facility. The lease agreement has a
term of 10 years through July 2004, with an option to extend the term of the
lease for one additional five-year period. The Forum Shops is a high traffic
tourist mall located between Caesar's Palace Hotel and Casino and the Mirage
Hotel on the Las Vegas "Strip".

The Forum Shops recently commenced construction on an expansion program, which
the Company believes has negatively impacted customer traffic and thus revenues
at the Company's Las Vegas ride facility during 2003. The Company is in
discussions with the management of the Forum Shops regarding this issue, but is
currently unable to predict its ultimate resolution. As a result of such
continuing discussions, the Company suspended the payment of rent on the Las
Vegas ride facility (currently approximately $40,000 per month) during the three
months ended June 30, 2003.

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 and six months ended June 30, 2002,
the New Jersey ride facility generated revenues of $68,283 and $156,934 or 12.0%
and 14.2% of consolidated revenues, respectively.

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.

                                      -20-
<PAGE>

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 the litigation described below, 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.

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 August 6, 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 June 30,
2003, the net value of property and equipment was $400,511, which represented
51.4% of the Company's total assets. At December 31, 2002, the net value of
property and equipment was $545,149, which represented 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 June 30, 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 at such time.

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


                                      -21-
<PAGE>

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 Company's investment in the new Las Vegas business venture
was $278,698 at June 30, 2003, representing 35.8% of the Company's total assets,
and $197,934 at December 31, 2002, representing 22.5% of the Company's total
assets.

Pursuant to Statement of Financial Accounting Standards No. 144, "Accounting for
the Impairment or Disposal of Long-Lived 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 June 30, 2003 and 2002 -

Revenues. Revenues decreased by $113,695 or 20.0% to $455,728 in 2003, as
compared to $569,423 in 2002. Included in revenues for the three months ended
June 30, 2002 were revenues from the New Jersey ride facility, which was closed
in late June 2002, of $68,283 or 12.0% of total revenues. As a result of
construction at the Forum Shops, the Company believes that the Las Vegas ride
facility accounted for most of the remaining decrease in revenues in 2003 as
compared to 2002. Construction at the Forum Shops is scheduled to be completed
in Fall 2004, at which time the Company expects that tourist traffic, and thus
revenues, at the Company's Las Vegas ride facility will increase.

Direct Costs of Revenues. Direct costs of revenues decreased by $83,857 or 23.8%
to $269,130 in 2003, as compared to $352,987 in 2002, primarily as a result of
decreased revenues. Direct costs of revenues were 59.1% of revenues in 2003, as
compared to 62.0% of revenues in 2002.

Selling and Marketing Expenses. Selling and marketing expenses decreased by
$11,586 or 65.8% to $6,023 in 2003, as compared to $17,609 in 2002, primarily as
a result of the Company's changing to a lower cost marketing program. Selling
and marketing expenses were 1.3% of revenues in 2003, as compared to 3.1% of
revenues in 2002.

General and Administrative Expenses. General and administrative expenses
increased by $109,790 or 29.1% to $487,212 in 2003, as compared to $377,422 in
2002. Included in general and administrative expenses in 2003 and 2002 was
stock-based compensation of $130,117 and $74,193, respectively, including $0 and
$37,693 to officers and directors, respectively. Excluding such stock-based
compensation, general and administrative expenses increased by $53,866 or 17.8%
in 2003 as compared to 2002, primarily as a result of higher professional fees
related to ongoing legal proceedings.

Depreciation and Amortization. Depreciation and amortization decreased by
$15,910 or 19.4% to $66,137 in 2003, as compared to $82,047 in 2002, primarily
as a result of the retirement of certain property and equipment.

                                      -22-
<PAGE>

Costs Related to New Las Vegas Business Venture. The Company incurred certain
costs with respect to the development of its new Las Vegas business venture of
$631 in 2003, as compared to $17,309 in 2002.

Costs Related to 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. As a
result, the Company wrote-off fixed assets related to such ride facility and
incurred certain other direct and immediate costs related to such closure
aggregating $119,023, which were charged to operations effective June 30, 2002.

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 June 30, 2003, the Company recorded $(1,110) with respect to the
termination of this joint venture.

Loss from Operations. As a result of the aforementioned factors, the loss from
operations was $372,295 for the three months ended June 30, 2003, as compared to
a loss from operations of $396,974 for the three months ended June 30, 2002.

Interest Expense. Interest expense increased by $1,356 or 3.4% to $40,993 in
2003, as compared to $39,637 in 2002.

Interest Income.  Interest income was $2 in 2003, as compared to $11 in 2002.

Equity in Net Income of Joint Venture - D&B. Equity in net income of joint
venture - D&B was $1,693 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 $60,173 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.

Other Income. Other income was $16,649 in 2002. There was no other income in
2003.

Net Loss. Net loss was $353,113 the three months ended June 30, 2003, as
compared to a net loss of $418,258 for the three months ended June 30, 2002.

Six Months Ended June 30, 2003 and 2002 -

Revenues. Revenues decreased by $244,770 or 22.2% to $859,115 in 2003, as
compared to $1,103,885 in 2002. Included in revenues for the six months ended
June 30, 2002 were revenues from the New Jersey ride facility, which was closed
in late June 2002, of $156,934 or 14.2% of total revenues. As a result of
construction at the Forum Shops, the Company believes that the Las Vegas ride
facility accounted for most of the remaining decrease in revenues in 2003 as
compared to 2002. Construction at the Forum Shops is scheduled to be completed
in Fall 2004, at which time the Company expects that tourist traffic, and thus
revenues, at the Company's Las Vegas ride facility will increase.

Direct Costs of Revenues. Direct costs of revenues decreased by $117,710 or
17.5% to $555,280 in 2003, as compared to $672,990 in 2002, primarily as a
result of decreased revenues. Direct costs of revenues were 64.6% of revenues in
2003, as compared to 61.0% of revenues in 2002.

Selling and Marketing Expenses. Selling and marketing expenses decreased by
$19,306 or 53.7% to $16,647 in 2003, as compared to $35,953 in 2002, primarily
as a result of the Company's changing to a lower cost marketing program. Selling
and marketing expenses were 1.9% of revenues in 2003, as compared to 3.3% of
revenues in 2002.

General and Administrative Expenses. General and administrative expenses


                                      -23-
<PAGE>

increased by $82,365 or 10.2% to $887,669 in 2003, as compared to $805,304 in
2002. Included in general and administrative expenses in 2003 and 2002 was
stock-based compensation of $244,399 and $257,756, respectively, including
$5,115 and $120,756 to officers and directors, respectively. Excluding such
stock-based compensation, general and administrative expenses increased by
$95,722 or 17.5% in 2003 as compared to 2002, primarily as a result of higher
professional fees related to ongoing legal proceedings.

Depreciation and Amortization. Depreciation and amortization decreased by
$25,468 or 14.7% to $147,644 in 2003, as compared to $173,112 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 certain
costs with respect to the development of its new Las Vegas business venture of
$19,980 in 2003, as compared to $28,523 in 2002. Included in such costs in 2003
was $16,500 of stock-based costs resulting from the issuance of common stock.

Costs Related to 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. As a
result, the Company wrote-off fixed assets related to such ride facility and
incurred certain other direct and immediate costs related to such closure
aggregating $119,023, which were charged to operations effective June 30, 2002.

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 six months ended
June 30, 2003, the Company recorded $20,461 with respect to the termination of
this joint venture.

Loss from Operations. As a result of the aforementioned factors, the loss from
operations was $788,566 for the six months ended June 30, 2003, as compared to a
loss from operations of $731,020 for the six months ended June 30, 2002.

Interest Expense. Interest expense decreased by $8,453 or 9.9% to $76,996 in
2003, as compared to $85,449 in 2002, primarily as a result of a decrease in the
principal balance of interest-bearing obligations.

Interest Income.  Interest income was $7 in 2003, as compared to $33 in 2002.

Equity in Net Income of Joint Venture - D&B. Equity in net income of joint
venture - D&B was $18,303 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 $97,694 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.

Other Income. Other income was $16,649 in 2002. There was no other income in
2003.

Net Loss. Net loss was $767,861 the six months ended June 30, 2003, as compared
to a net loss of $781,484 for the six months ended June 30, 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,


                                      -24-
<PAGE>

since it does not have majority voting control of Tickets2Nite, LLC.
Accordingly, the Company recorded $60,173 and $97,694 as its proportionate share
of net income for the three months and six months ended June 30, 2003,
respectively. The Company's investment in this business venture was $278,698 and
$197,934 at June 30, 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 June 30, 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.

<TABLE>

                                Tickets2Nite, LLC
                           Balance Sheets (Unaudited)
                       June 30, 2003 and December 31, 2002
<CAPTION>


                                            June 30,       December 31,
                                              2003            2002
                                           ---------       ------------

<S>                                        <C>              <C>
Current assets                             $ 380,053        $ 132,904
Property and equipment, net                  285,173          315,013
Other assets                                 200,000          225,000
                                             -------          -------
  Total assets                             $ 865,226        $ 672,917
                                             =======          =======

Current liabilities                        $ 157,866        $  99,466
Long-term liabilities                         79,630          118,241
Capital                                      627,730          455,210
                                             -------          -------
  Total liabilities and capital            $ 865,226        $ 672,917
                                             =======          =======
</TABLE>


                                      -25-
<PAGE>

<TABLE>

                                Tickets2Nite, LLC
                       Statement of Operations (Unaudited)
                 Three Months and Six Months Ended June 30, 2003
<CAPTION>


                                         Three Months      Six Months
                                          Ended June       Ended June
                                           30, 2003         30, 2003
                                         ------------      ----------
<S>                                       <C>              <C>
Revenues                                  $1,250,931       $2,141,574
Cost of revenues                             970,317        1,665,410
                                           ---------        ---------
Gross margin                                 280,614          476,164
                                           ---------        ---------

Selling and marketing                         94,212          158,534
General and administrative                    47,134           83,232
Depreciation and amortization                 15,420           30,840
                                           ---------        ---------
Total costs and expenses                     156,766          272,606
                                           ---------        ---------

Income from operations                       123,848          203,558
Interest expense                               3,502            8,170
                                           ---------        ---------
Net income                                 $ 120,346       $  195,388
                                           =========        =========
</TABLE>


Liquidity and Capital Resources - June 30, 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 six months ended June 30, 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 the remainder of 2003. The Company also borrowed an aggregate of
$80,000 from its Chief Executive Officer during late 2002 and early 2003.

The Company's limited cash and working capital resources, and the uncertainty
with respect to the Company's ability to fund its operations, have raised
substantial doubt about the Company's ability to continue as a going concern
(see "Going Concern" above).

Operating Activities. The Company's operations utilized cash of $115,714 during
the six months ended June 30, 2003, as compared to $334,944 during the six
months ended June 30, 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 June 30, 2003, cash had decreased by $39,266 to $22,628, as compared to
$61,894 at December 31, 2002.

The Company had a working capital deficit of $1,586,053 at June 30, 2003, as
compared to a working capital deficit of $1,188,800 at December 31, 2002. At
June 30, 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 $40,791 for
the six months ended June 30, 2003, as compared to $163 for the six months ended
June 30, 2002. During the six months ended June 30, 2003 and 2002, the Company
received dividends from the Dave & Buster's, Inc. joint venture of $23,861 and


                                      -26-
<PAGE>

$38,094, respectively. During the six months ended June 30, 2003, the Company
received net reimbursements from its Tickets2Nite business venture of $16,930
(see "Tickets2Nite Business Venture" above). During the six months ended June
30, 2002, the Company purchased $37,931 of property and equipment.

Financing Activities. Net cash provided by financing activities was $35,657 for
the six months ended June 30, 2003, as compared to $501,111 for the six months
ended June 30, 2002. During the six months ended June 30, 2003 and 2002, the
Company made payments on notes payable of $11,796 and $26,009, respectively, and
the Company made principal payments on capital lease obligations of $15,047 and
$30,380, respectively. During the six months ended June 30, 2003 and 2002, the
Company raised $47,500 and $557,500 of new capital through the sale of its
equity securities, respectively. 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 six months ended June 30, 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
June 30, 2003, advances from the Company's Chief Executive Officer aggregated
$80,000. There can be no assurances that the Chief Executive Officer will
provide additional loans to the Company.

Transactions with Primary Secured Lender:

On December 31, 1996, the Company completed a financing agreement aggregating
$1,527,027 with Finova Technology Finance, Inc., bearing interest at 16.75% per
annum, which was structured as a sale leaseback transaction of certain equipment
owned by the Company. The financing agreement requires the Company to repurchase
the equipment at the end of the lease for $1.00. As a result of reduced cash
flows generated by operations during the year ended December 31, 2000, the
Company was in default in its obligations to the lender at December 31, 2000.

Effective June 25, 2001, the Company and the lender executed a Second
Modification Agreement and Waiver of Defaults and effective April 17, 2002, the
Company and the lender executed a Third Modification Agreement and Waiver of
Defaults.

Required monthly payments on the loan were in arrears at December 31, 2001 and
subsequent to December 31, 2002. The loan was due in full on March 1, 2002, but
the Company did not make this balloon payment.

During November 2002, the Company entered into an agreement with the 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 to be paid by January 20, 2003. The $150,000
payment has not been made to date. The Company is continuing negotiations with
the lender.

The $50,000 advance payment was applied to reduce the loan balance at December
31, 2002. The Company has not made any payments on this loan subsequent to
December 31, 2002, and has accrued interest with respect to this loan of $60,622
at June 30, 2003.

Recent 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.

                                      -27-
<PAGE>

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
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.

                                      -28-
<PAGE>

ITEM 3.  CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

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

The Company carried out an evaluation, under the supervision and with the
participation of the Company's management, including its principal executive and
financial officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures as of the end of the fiscal
quarter. Based upon and as of the date of that evaluation, the Company's
principal executive and financial officer concluded that the Company's
disclosure controls and procedures are effective to ensure that information
required to be disclosed in the reports the Company files and submits under the
Exchange Act of 1934 is recorded, processed, summarized and reported 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.

                                      -29-
<PAGE>




                           PART II. OTHER INFORMATION



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 June 30, 2003, the Company issued 75,000 shares of
common stock to such firm with an aggregate fair market value of $32,250.

Transactions during the Three Months Ended June 30, 2003:

During May 2003, the Company issued 10,000 shares of common stock to its legal
counsel for legal services with an aggregate value of $5,000.

During May 2003, the Company issued 20,000 shares of common stock to its
insurance agent for services rendered with an aggregate value of $10,200.

During the year ended December 31, 2002, the Company issued 2,515,000 warrants
to investors 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), exercisable at
$0.50 per share for a period of 30 months from the date of issuance of the
original warrants, in lieu of the Company not registering such securities with
the Securities and Exchange Commission.

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 aggregating
$1,527,027 with Finova Technology Finance, Inc., bearing interest at 16.75% per
annum, which was structured as a sale leaseback transaction of certain equipment
owned by the Company. The financing agreement requires the Company to repurchase
the equipment at the end of the lease for $1.00. As a result of reduced cash
flows generated by operations during the year ended December 31, 2000, the
Company was in default in its obligations to the lender at December 31, 2000.

Effective June 25, 2001, the Company and the lender executed a Second
Modification Agreement and Waiver of Defaults and effective April 17, 2002, the
Company and the lender executed a Third Modification Agreement and Waiver of
Defaults.

Required monthly payments on the loan were in arrears at December 31, 2001 and
subsequent to December 31, 2002. The loan was due in full on March 1, 2002, but
the Company did not make this balloon payment.

During November 2002, the Company entered into an agreement with the 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 to be paid by January 20, 2003. The $150,000
payment has not been made to date. The Company is continuing negotiations with
the lender.

The $50,000 advance payment was applied to reduce the loan balance at December
31, 2002. The Company has not made any payments on this loan subsequent to
December 31, 2002, and has accrued interest with respect to this loan of $60,622
at June 30, 2003.

                                      -30-
<PAGE>


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 June 30, 2003:  None

                                      -31-
<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 6, 2003            By:  ___________________________
                                       Mitchell J. Francis
                                       Chief Executive Officer and
                                       Chief Financial Officer
                                       (Duly Authorized Officer
                                       and Chief Financial
                                       Officer)

                                      -32-
<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)

10.2      Form of Warrant Certificate (3)

31        Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
          2002 (3)

32        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.

                                      -33-