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

                                   FORM 10-QSB

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

      For the Quarterly Period Ended September 30, 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 September 30, 2003, the Company had 6,179,725 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 - September 30, 2003 (Unaudited)
          and December 31, 2002

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

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

          Notes to Condensed Consolidated Financial Statements (Unaudited) -
          Three Months and Nine Ended September 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 1. Legal Proceedings

     Item 2. Changes in Securities and Use of Proceeds

     Item 3. Defaults Upon Senior Securities

     Item 6. Exhibits and Reports on Form 8-K


SIGNATURES

                                      -2-
<PAGE>

<TABLE>
<CAPTION>

                       Cinema Ride, Inc. and Subsidiaries
                      Condensed Consolidated Balance Sheets

                                    September 30,    December 31,
                                        2003             2002
                                     -----------     ------------
                                   (Unaudited)
<S>                                 <C>              <C>
ASSETS

Current assets:
  Cash                              $    65,183       $   61,894
  Prepaid expenses and other
    current assets                       50,046           24,395
                                     ----------        ---------
Total current assets                    115,229           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          1,658,035        1,658,329
                                     ----------        ---------
                                      2,986,280        2,986,574

  Less accumulated depreciation      (2,649,649)      (2,458,080)
                                     ----------        ---------
                                        336,631          528,494
                                     ----------        ---------

Other assets:
  Visual effects library, net of
    accumulated amortization of
    $1,092,771 and $1,076,116 at
    September 30, 2003 and December
    31, 2002, respectively                 -              16,655
  Investment in joint venture -
    D&B                                    -              23,861
  Investment in joint venture -
    Tickets2Nite                        388,486          197,934
  Deferred lease costs and other
    assets                               23,790           28,299
                                     ----------        ---------
                                        412,276          266,749
                                     ----------        ---------
Total assets                        $   864,136       $  881,532
                                     ==========        =========
</TABLE>

                                   (continued)

                                      -3-
<PAGE>

<TABLE>
<CAPTION>

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

                                    September 30,    December 31,
                                        2003             2002
                                     -----------     ------------
                                   (Unaudited)
<S>                                 <C>              <C>
LIABILITIES AND STOCKHOLDERS'
  DEFICIENCY

Current liabilities:
  Accounts payable and accrued
    expenses                        $   782,211      $   432,869
  Accrued officer's compensation         60,330             -
  Current portion of capital
    lease obligations                    41,446           37,243
  Current portion of notes
    payable                             739,537          739,977
  Loan payable, officer                  80,000           65,000
                                     ----------       ----------
Total current liabilities             1,703,524        1,275,089
                                     ----------       ----------

Non-current liabilities:
  Capital lease obligations,
    less current portion                 36,681           65,165
  Notes payable, less current
    portion                               9,706           18,973
  Deferred rent                          14,710           27,949
                                     ----------       ----------
                                         61,097          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 - 6,179,725
  shares and 5,620,775 shares at
  September 30, 2003 and
  December 31, 2002, respectively       494,378          449,662
Additional paid-in capital           10,831,716       10,696,416
Deferred compensation                   (82,666)        (330,666)
Accumulated deficit                 (12,143,913)     (11,321,056)
                                     ----------       ----------
Total stockholders' deficiency         (900,485)        (505,644)
                                     ----------       ----------
Total liabilities and
  stockholders' deficiency          $   864,136      $   881,532
                                     ==========       ==========

</TABLE>


     See accompanying notes to condensed consolidated financial statements.

                                      -4-
<PAGE>

<TABLE>
<CAPTION>

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

                                 Three Months Ended September 30,
                                 --------------------------------
                                        2003              2002
                                      ---------         ---------

<S>                                   <C>               <C>
Revenues                              $ 590,294         $ 701,697
                                        -------           -------

Costs and expenses:
  Direct costs of revenues              292,339           335,959
  Selling and marketing expenses          5,912            35,841
  General and administrative
    expenses, including
    stock-based compensation
    expense of $119,617 in 2003
    and $118,000 in 2002 ($0 in
    2003 and $12,633 in 2002 to
    officers and directors)             406,061           377,197
Depreciation and amortization            65,383            80,545
Costs related to Las Vegas
  business venture, including
  stock-based compensation
  costs of $41,300 in 2002                7,078            95,404
Costs related to closure of
  New Jersey ride facility              (60,000)           24,847
  Costs related to closure of
  D&B ride facility                      (1,043)             -
                                        -------           -------
  Total costs and expenses              715,730           949,793
                                        -------           -------

Loss from operations                   (125,436)         (248,096)
                                        -------           -------

Other income (expense):
  Equity in net loss of
    joint venture - D&B                    -                 (911)
  Equity in net income of
    joint venture -
    Tickets2Nite                        109,788              -
  Interest income                             3               295
  Interest expense                      (39,645)          (36,786)
  Other income                              294               717
                                        -------           -------
  Other income (expense), net            70,440           (36,685)
                                        -------           -------

Net loss                              $ (54,996)        $(284,781)
                                        =======           =======

Net loss per common share -
  basic and diluted                      $(0.01)           $(0.05)
                                           ====              ====

Weighted average common
  shares outstanding -
  basic and diluted                   6,127,225         5,235,633
                                      =========         =========

</TABLE>


     See accompanying notes to condensed consolidated financial statements.

                                      -5-
<PAGE>

<TABLE>
<CAPTION>

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

                                  Nine Months Ended September 30,
                                  -------------------------------
                                         2003              2002
                                      ---------         ---------

<S>                                  <C>              <C>
Revenues                             $1,449,409       $ 1,805,582
                                      ---------         ---------
Costs and expenses:
  Direct costs of revenues              847,619         1,008,949
  Selling and marketing expenses         22,559            71,794
  General and administrative
    expenses, including
    stock-based compensation
    expense of $364,016 in 2003
    and $375,756 in 2002 ($11,615
    in 2003 and $133,389 in 2002
    to officers and directors)        1,293,730         1,182,994
  Depreciation and amortization         213,027           253,657
  Costs related to Las Vegas
    business venture, including
    stock-based compensation
    costs of $16,500 in 2003
    and $41,300 in 2002                  27,058           123,927
  Costs related to closure of
    New Jersey ride facility            (60,000)          143,377
  Costs related to closure of
    D&B ride facility                    19,418              -
                                      ---------         ---------
  Total costs and expenses            2,363,411         2,784,698
                                      ---------         ---------

Loss from operations                   (914,002)         (979,116)
                                      ---------         ---------

Other income (expense):
  Equity in net income of
    joint venture - D&B                    -               17,392
  Equity in net income of
    joint venture -
    Tickets2Nite                        207,482              -
  Interest income                            10               328
  Interest expense                     (116,641)         (122,235)
  Other income                              294            17,366
                                      ---------         ---------
  Other income (expense), net            91,145           (87,149)
                                      ---------         ---------

Net loss                             $ (822,857)      $(1,066,265)
                                      =========         =========

Net loss per common share -
  basic and diluted                      $(0.14)           $(0.25)
                                           ====              ====

Weighted average common
  shares outstanding -
  basic and diluted                   5,962,733         4,204,819
                                      =========         =========

</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                      -6-
<PAGE>

<TABLE>
<CAPTION>

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


                                        Nine Months Ended September 30,
                                        -------------------------------
                                             2003            2002
                                           ---------       ---------
<S>                                        <C>           <C>
Cash flows from operating activities:
Net loss                                   $(822,857)    $(1,066,265)
Adjustments to reconcile net loss
  to net cash used in operating
  activities:
  Depreciation and amortization              213,027         253,657
  Common stock and warrants issued
    for services                             132,516         417,056
  Closure costs of New Jersey ride
    facility                                 (60,000)        118,530
  Other income                                  (294)        (16,649)
  Amortization of deferred
    compensation                             248,000            -
  Equity in net income of joint
    venture - D&B                               -            (17,392)
  Equity in net income of joint
    venture - Tickets2Nite                  (207,482)           -
  Amortization of consulting
    agreement                                   -              7,803
  Amortization of deferred
    financing costs                             -             19,574
  Changes in operating assets and
    liabilities:
    Increase in:
      Prepaid expenses and other
        current assets                       (25,651)         (3,314)
    Increase (decrease) in:
      Accounts payable and
        accrued expenses                     417,255         (89,965)
      Accrued officer's
        compensation                          60,330            -
      Deferred rent                          (13,239)        (13,239)
                                             -------         -------
Net cash used in operating
  activities                                 (58,395)       (390,204)
                                             -------         -------
</TABLE>


                                   (continued)

                                      -7-
<PAGE>

<TABLE>
<CAPTION>

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


                                         Nine Months Ended September 30,
                                         ------------------------------
                                              2003            2002
                                           ---------       ---------
<S>                                        <C>           <C>
Cash flows from investing activities:
  Dividends received from joint
    venture - D&B                          $  23,861     $    49,503
  Sale of property and equipment                 294             808
  Reimbursements received from joint
    venture, net - Tickets2Nite               16,930            -
  Purchase of property and equipment            -            (65,693)
                                             -------         -------
Net cash provided by (used in)
  investing activities                        41,085         (15,382)
                                             -------         -------

Cash flows from financing activities:
  Principal payments on notes payable        (17,620)        (67,483)
  Principal payments on capital
    lease obligations                        (24,281)        (29,817)
  Sale of equity securities                   47,500         582,500
  Loan from officer                           15,000            -
                                             -------         -------
Net cash provided by financing
  activities                                  20,599         485,200
                                             -------         -------

Cash:
  Net increase                                 3,289          79,614
  At beginning of period                      61,894          66,856
                                             -------         -------
  At end of period                         $  65,183     $   146,470
                                             =======         =======
</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 Nine Months Ended September 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 September 30, 2003, the results of operations for the three months and nine
months ended September 30, 2003 and 2002, and the cash flows for the nine months
ended September 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 nine months ended September
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


                                      -9-
<PAGE>

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 $1,588,295 and $1,188,800 at September 30, 2003 and
December 31, 2002, respectively. The Company also had a stockholders' deficiency
of $900,485 and $505,644 at September 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, substantial 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
September 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 September 30, 2003 and 2002, the Company would have
recorded $31,194 and $31,194 as additional compensation expense, resulting in a
net loss of $(86,190) and $(315,975), respectively, and a net loss per common
share of $(0.01) and $(0.06), respectively.

For the nine months ended September 30, 2003 and 2002, the Company would have
recorded $93,582 and $93,582 as additional compensation expense, resulting in a
net loss of $(916,439) and $(1,159,847), respectively, and a net loss per common
share of $(0.15) and $(0.28), 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. At September 30, 2003, principal and accrued interest payable
with respect to this loan were $716,242 and $92,831, respectively.


3.   Legal Proceedings

During the nine months ended September 30, 2003, the Company was involved in the
following legal proceedings:

(a) The Company's former Chief Financial Officer, Toufic R. Bassil, 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 were being asserted pursuant to a binding arbitration
proceeding through the American Arbitration Association. During November 2003,
the Company settled this matter. Adequate provision has been made in the
consolidated financial statements at September 30, 2003 for the Company's
obligations with respect to this settlement.

(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, as a
result of the contractual relationship between the landlord and the Company.
During August 2003, this lawsuit was settled without any significant cost to the
Company (see Note 8).

(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 owned by Hal Kolker ("Kolker"). The 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. 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 and Kolker in
the Clark County, Nevada District Court (the "Court"). The lawsuit related to
matters concerning the management and funding of the new business venture.
Entasis and Kolker funded only $95,000 of its $200,000 equity commitment, and
were impermissibly interfering with the operations of the new business venture.

On February 27, 2003, the Court granted the Company's motion for a Preliminary
Injunction against Entasis and Kolker relating to the operations of the


                                      -12-
<PAGE>

business. The Preliminary Injunction prevented Entasis and Kolker 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 and Kolker was held
on May 7 through 9, 2003. On October 1, 2003, the Court rendered its Decision
and Order with respect to the parties' ownership rights and management rights
and obligations with respect to Tickets2Nite, LLC. The Court found that the
Tickets2Nite, LLC Operating Agreement was valid, clear unambiguous; that
although Entasis and Kolker asserted many defenses to the validity of the
Operating Agreement, they were without merit; and that Entasis and Kolker
breached the Operating Agreement by not funding his portion of the capital
contribution. Furthermore, with regard to Entasis and Kolker's counterclaims,
the Court found for the Company on all counts.

The Court ruled that the parties were unable to operate the business together
pursuant to the Operating Agreement, and therefore ruled that Tickets2Nite, LLC
be dissolved. The Court has appointed an independent third party to assist in
the dissolution of Tickets2Nite, LLC.

The Company filed a Motion to Amend Decision and Order, requesting that the
Court either expel Entasis and Kolker from Tickets2Nite, LLC or reduce his
percentage interest commensurate with his capital contribution. The Court heard
this Motion on October 15, 2003, and upheld its previous decision ordering the
dissolution of Tickets2Nite, LLC.

The Company is currently evaluating the impact of the Court's order to dissolve
Tickets2Nite, LLC, and is considering various alternative courses of action. No
actions have yet been taken to dissolve Tickets2Nite, LLC. Should Tickets2Nite,
LLC ultimately be dissolved, the sub-lease agreement and marketing sponsorship
agreement with The Coca-Cola Company may not continue. In such event, unless the
Company was able to replace such agreements with new agreements with The
Coca-Cola Company, approximately $228,000 of leasehold improvements and deferred
marketing costs would be considered impaired and thus would be charged to
operations by Tickets2Nite, LLC. Although the Company currently believes that it
will be able to restructure and continue the operations of the Tickets2Nite
business under a different trade name, if necessary, and at a different location
in Las Vegas, there can be no assurances that such a development will not have a
material adverse impact on the Company's consolidated financial statements (see
Note 7).

(d) The Company's Las Vegas ride facility is located at the Forum Shops at
Caesar's Palace Hotel and Casino (the "Forum Shops"). The Forum Shops is a high
traffic tourist mall located between Caesar's Palace Hotel and Casino and the
Mirage Hotel on the Las Vegas "Strip". The Las Vegas ride facility is one of two
ride facilities currently operated by the Company and provides approximately 93%
of the Company's consolidated revenues, and is the Company's primary source of
cash flow.

The Forum Shops recently commenced construction on an expansion program
immediately adjacent to the Company's Las Vegas ride facility, which the Company
believes has negatively impacted customer traffic and thus revenues at this ride
facility during 2003. The Company has been in discussions with the management of
the Forum Shops regarding this issue, as a result of which the Company suspended
the payment of rent on the Las Vegas ride facility (currently approximately
$40,000 per month) during mid 2003. At September 30, 2003, the Company had
accrued $238,530 for unpaid rent on the Las Vegas ride facility.

During October 2003, the Forum Shops commenced litigation against the Company to
collect back rent and to evict the Company's ride facility and terminate the
Company's lease. The Company believes it has meritorious claims against the
Forum Shops, and intends to file counter-claims and to vigorously defend itself
against this lawsuit. As this litigation is in its initial stages, the Company
is currently unable to predict its ultimate resolution. However, should the
Company not prevail in this litigation, the Company's consolidated financial
statements may be materially adversely effected.

                                      -13-
<PAGE>

4.   Loan Payable, Officer

During the nine months ended September 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 September 30, 2003, advances from the Company's Chief Executive Officer
aggregated $80,000 (see Note 10).


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 nine months ended September 30, 2002, the Company
issued 50,000 shares and 200,000 shares of common stock to such firm,
respectively. The aggregate fair market value of such shares of $18,500 and
$79,750 was charged to operations as general and administrative expense during
the three months and nine months ended September 30, 2002, respectively. The
Company also paid $10,000 to such firm during the three months and nine months
ended September 30, 2002.

During the three months and nine months ended September 30, 2003, the Company
issued 75,000 shares and 200,000 shares of common stock to such firm,
respectively. The aggregate fair market value of such shares of $25,250 and
$84,000 was charged to operations as general and administrative expense during
the three months and nine months ended September 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
nine months ended September 30, 2002, $82,667 was charged to operations as
general and administrative expense with respect to the amortization of such
warrants. For the three months and nine months ended September 30, 2003, $82,667
and $248,000 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
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 nine months ended September 30, 2002, the Company issued
17,910 and 35,910 shares of common stock to such firm, which were recorded at
par value of $0.08 per share (aggregate amounts $1,433 and $2,873, respectively)
and charged to additional paid-in capital. During the nine months ended
September 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 Nine Months Ended September 30, 2002:

On January 28, 2002, the Company issued to various employees and consultants an


                                      -14-
<PAGE>

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 nine months ended
September 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 nine months ended September 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 nine months ended September 30,
2002.

During the nine months ended September 30, 2002, the Company sold 2,394,000
units of its securities to accredited investors in a private placement at $0.25
per unit (including 100,000 units during the three months ended September 30,
2002), generating $598,500 of equity capital, which included settlement of
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 nine months ended September 30, 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 nine months ended September 30, 2002.

During the three months and nine months ended September 30, 2002, the Company
issued 5,000 shares and 116,500 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
$1,800 and $53,973 was charged to operations as general and administrative
expense during the three months and nine months ended September 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. For the three months and
nine months ended September 30, 2002, $10,833 and $21,666 was charged to
operations, respectively.

On September 27, 2002, the Company issued 10,000 shares of common stock as a
licensing fee. The fair market value of the common stock was $4,200, which was
charged to operations as general and administrative expense during the three
months and nine months ended September 30, 2002.

On September 27, 2002, the Company issued 10,000 shares of common stock to
acquire certain office equipment. The fair market value of the common stock was
$4,200, which was recorded as office equipment and furniture at September 30,
2002.

In conjunction with the formation and development of the Company's Las Vegas
business venture (see Note 7), the Company issued shares of common stock and
common stock purchase warrants as described below.

                                      -15-
<PAGE>

On September 27, 2002, the Company issued 30,000 shares of common stock with a
fair market value of $12,600 and a warrant to purchase 50,000 shares of common
stock, exercisable at $0.42 per share for a period of three years, with a fair
value of $24,500, as a consulting fee. These amounts were charged to operations
as start-up costs of the new joint venture during the three months and nine
months ended September 30, 2002.

On September 27, 2002, the Company issued 10,000 shares of common stock as a
consulting fee. The fair market value of the common stock was $4,200, which was
charged to operations as start-up costs of the new joint venture during the
three months and nine months ended September 30, 2002.

Three Months and Nine Months Ended September 30, 2003:

During the nine months ended September 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 nine months ended September 30, 2003, the Company issued 9,500 shares
of common stock to its Chief Executive Officer with an aggregate fair market
value of $5,116, 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 nine months ended September 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 nine months ended September 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 nine
months ended September 30, 2003.

During the nine months ended September 30, 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 was charged to operations as general and administrative
expense during the nine months ended September 30, 2003.

During the nine months ended September 30, 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 nine months ended September 30, 2003.

During June 2003, the Company issued an additional 251,500 warrants to the
purchasers of the Company's securities during the year ended December 31, 2002,
equivalent to 10% of the number of warrants originally issued. During the year
ended December 31, 2002, the Company issued 2,515,000 warrants to investors in
conjunction with the sale of its securities. The warrants are 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.

During July 2003, the Company issued 90,000 shares of common stock to certain of
its employees (including 50,000 shares to the Company's Vice President of
Operations) for services rendered with an aggregate value of $11,700, which was
charged to operations as general and administrative expense during the three
months and nine months ended September 30, 2003.

                                      -16-
<PAGE>


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 nine months ended
September 30, 2003, the Company recorded $(1,043) and $19,418 with respect to
the termination of this joint venture, respectively.


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 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, 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 $109,788 and $207,482 as its proportionate
share of net income for the three months ended and nine months ended September
30, 2003, respectively. The value of the Company's investment in this business
venture was $388,486 and $197,934 at September 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.

Tickets2Nite, LLC did not have any capital expenditure commitments outstanding
at September 30, 2003.

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.

                                      -17-
<PAGE>

<TABLE>
<CAPTION>

                                Tickets2Nite, LLC
                                 Balance Sheets
                    September 30, 2003 and December 31, 2002

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

<S>                                      <C>                <C>
Current assets                           $   653,680        $ 132,904
Property and equipment, net                  269,753          315,013
Other assets                                 192,500          225,000
                                           ---------          -------
  Total assets                           $ 1,115,933        $ 672,917
                                           =========          =======

Current liabilities                      $   196,316        $  99,466
Long-term liabilities                         72,312          118,241
Capital                                      847,305          455,210
                                           ---------          -------
  Total liabilities and capital          $ 1,115,933        $ 672,917
                                           =========          =======
</TABLE>

<TABLE>
<CAPTION>


                                Tickets2Nite, LLC
                       Statement of Operations (Unaudited)
              Three Months and Nine Months Ended September 30, 2003

                                            Three            Nine
                                            Months           Months
                                            Ended            Ended
                                          September         September
                                          30, 2003          30, 2003
                                          ----------       ----------
<S>                                       <C>              <C>
Revenues                                  $1,699,028       $3,840,602
Cost of revenues                           1,304,231        2,969,641
                                           ---------        ---------
Gross margin                                 394,797          870,961
                                           ---------        ---------

Selling and marketing                        106,241          264,775
General and administrative                    49,938          133,170
Depreciation and amortization                 15,420           46,260
                                           ---------        ---------
Total costs and expenses                     171,599          444,205
                                           ---------        ---------

Income from operations                       223,198          426,756
Interest expense                               3,623           11,793
                                           ---------        ---------
Net income                                $  219,575       $  414,963
                                           =========        =========

</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 $24,847 and $143,377, which were charged to


                                      -18-
<PAGE>

operations during the three months and nine months ended September 30, 2002.
Included in the $143,377 of costs for the nine months ended September 30, 2002
were non-cash costs of $118,530. As a result of the settlement of the litigation
with respect to the close of the New Jersey ride facility in August 2003, the
Company recorded a non-cash reduction of previously accrued costs of $60,000
during the three months ended September 30, 2003.

During the nine months ended September 30, 2002, the New Jersey ride facility
generated revenues of $156,934 or 8.7% of consolidated revenues.

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 adoption of SFAS No. 143 did not 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 adoption of SFAS No. 145 did not 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 adoption of SFAS No. 146 did not 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 adoption of SFAS No. 148 did not 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


                                      -19-
<PAGE>

component. SFAS No. 149 is effective for contracts entered into or modified
after June 30, 2003. The adoption of SFAS No. 149 did not have a significant
effect on the Company's financial statement presentation or disclosures.

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

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities (an Interpretation of ARB No. 51)" ("FIN 46"). FIN 46
requires that the primary beneficiary in a variable interest entity consolidate
the entity even if the primary beneficiary does not have a majority voting
interest. The consolidation requirements of FIN 46 are required to be
implemented for any variable interest entity created on or after January 31,
2003. In addition, FIN 46 requires disclosure of information regarding
guarantees or exposures to loss relating to any variable interest entity
existing prior to January 31, 2003 in financial statements issued after January
31, 2003. The implementation of the provisions of FIN 46 effective January 31,
2003 did not have a significant effect on the Company's consolidated financial
statement presentation or disclosures.


10.  Subsequent Events

On October 10, 2003, the Company issued 1,400,000 shares of common stock as
repayment of obligations aggregating $140,000 to the Company's Chief Executive
Officer, consisting of a note payable of $80,000 and accrued compensation of
$60,000, equivalent to $0.10 per share. The effective price of $0.10 per share
was in excess of the fair market value of $0.01 per share on October 10, 2003.

                                      -20-
<PAGE>

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

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

This Quarterly Report on Form 10-QSB for the quarterly period ended September
30, 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 September 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 business venture in Las Vegas, Nevada which commenced
operations during November 2002. The 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 "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 $1,588,295 and $1,188,800 at September 30, 2003 and December 31,
2002, respectively. The Company also had a stockholders' deficiency of $900,485
and $505,644 at September 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


                                      -21-
<PAGE>

resources, substantial 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.

Las Vegas Ride Facility:

The Company's Las Vegas ride facility is located at the Forum Shops at Caesar's
Palace Hotel and Casino (the "Forum Shops"). The Forum Shops is a high traffic
tourist mall located between Caesar's Palace Hotel and Casino and the Mirage
Hotel on the Las Vegas "Strip". The Las Vegas ride facility is one of two ride
facilities currently operated by the Company and provides approximately 93% of
the Company's consolidated revenues, and is the Company's primary source of cash
flow.

The Forum Shops recently commenced construction on an expansion program
immediately adjacent to the Company's Las Vegas ride facility, which the Company
believes has negatively impacted customer traffic and thus revenues at this ride
facility during 2003. The Company has been in discussions with the management of
the Forum Shops regarding this issue, as a result of which the Company suspended
the payment of rent on the Las Vegas ride facility (currently approximately
$40,000 per month) during mid 2003. At September 30, 2003, the Company had
accrued $238,530 for unpaid rent on the Las Vegas ride facility.

During October 2003, the Forum Shops commenced litigation against the Company to
collect back rent and to evict the Company's ride facility and terminate the
Company's lease. The Company believes it has meritorious claims against the
Forum Shops, and intends to file counter-claims and to vigorously defend itself
against this lawsuit. As this litigation is in its initial stages, the Company
is currently unable to predict its ultimate resolution. However, should the
Company not prevail in this litigation, the Company's consolidated financial
statements may be materially adversely effected.

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 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, as a
result of the contractual relationship between the landlord and the Company.
During August 2003, this lawsuit was settled without any significant cost to the
Company.

During the nine months ended September 30, 2002, the New Jersey ride facility
generated revenues of $156,934 or 8.7% of consolidated revenues.

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 owned by Hal Kolker ("Kolker"). The 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, 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


                                      -22-
<PAGE>

Company a warrant to purchase a 5% ownership interest in Tickets2Nite, LLC,
exercisable for a period of five years at 25% of the fair market value of such
5% ownership interest at the time the warrant is exercised, as determined by a
mutually acceptable investment banking firm.

The concept of same day, half-price tickets is a successful, well-established
institution in New York City's Times Square. Based on initial results, and
subject to the resolution of 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 and Kolker in
the Clark County, Nevada District Court (the "Court"). The lawsuit related to
matters concerning the management and funding of the new business venture.
Entasis and Kolker funded only $95,000 of its $200,000 equity commitment, and
was impermissibly interfering with the operations of the new business venture.

On February 27, 2003, the Court granted the Company's motion for a Preliminary
Injunction against Entasis and Kolker relating to the operations of the
business. The Preliminary Injunction prevented Entasis and Kolker 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 and Kolker was held
on May 7 through 9, 2003. On October 1, 2003, the Court rendered its Decision
and Order with respect to the parties' ownership rights and management rights
and obligations with respect to Tickets2Nite, LLC. The Court found that the
Tickets2Nite, LLC Operating Agreement was valid, clear unambiguous; that
although Entasis and Kolker asserted many defenses to the validity of the
Operating Agreement, they were without merit; and that Entasis and Kolker
breached the Operating Agreement by not funding his portion of the capital
contribution. Furthermore, with regard to Entasis and Kolker's counterclaims,
the Court found for the Company on all counts.

The Court ruled that the parties were unable to operate the business together
pursuant to the Operating Agreement, and therefore ruled that Tickets2Nite, LLC
be dissolved. The Court has appointed an independent third party to assist in
the dissolution of Tickets2Nite, LLC.

The Company filed a Motion to Amend Decision and Order, requesting that the
Court either expel Entasis and Kolker from Tickets2Nite, LLC or reduce his
percentage interest commensurate with his capital contribution. The Court heard
this Motion on October 15, 2003, and upheld its previous decision ordering the
dissolution of Tickets2Nite, LLC.

The Company is currently evaluating the impact of the Court's order to dissolve
Tickets2Nite, LLC, and is considering various alternative courses of action. No
actions have yet been taken to dissolve Tickets2Nite, LLC. Should Tickets2Nite,
LLC ultimately be dissolved, the sub-lease agreement and marketing sponsorship
agreement with The Coca-Cola Company may not continue. In such event, unless the
Company was able to replace such agreements with new agreements with The
Coca-Cola Company, approximately $228,000 of leasehold improvements and deferred
marketing costs would be considered impaired and thus would be charged to
operations by Tickets2Nite, LLC. Although the Company currently believes that it
will be able to restructure and continue the operations of the Tickets2Nite
business under a different trade name and at a different location in Las Vegas,
there can be no assurances that such a development will not have a material
adverse impact on the Company's consolidated financial statements.

                                      -23-
<PAGE>

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 September
30, 2003, the net value of property and equipment was $336,631, which
represented 39.0% of the Company's total assets. At December 31, 2002, the net
value of property and equipment was $528,494, 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 September 30, 2003 or December 31,
2002. However, if these estimates or the related assumptions change in the
future, or any of the litigation referred to above is resolved to the detriment
of the Company, the Company may be required to record impairment charges for
these assets at such time.

Investment in Las Vegas Business Venture:

The Company owns 50% of a business venture named Tickets2Nite, LLC, a Nevada
limited liability company, which was formed on September 24, 2002 pursuant to an
Operating Agreement, with the other 50% owned by Entasis, LLC, an independent
third party. The 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. The Company's investment in the
Las Vegas business venture was $388,486 at September 30, 2003, representing
45.0% of the Company's total assets, and $197,934 at December 31, 2002,
representing 22.5% of the Company's total assets.

The Company is currently evaluating the impact of the Court's order to dissolve
Tickets2Nite, LLC, and is considering various alternative courses of action. No
actions have yet been taken to dissolve Tickets2Nite, LLC. Should Tickets2Nite,
LLC ultimately be dissolved, the sub-lease agreement and marketing sponsorship
agreement with The Coca-Cola Company may not continue. In such event, unless the
Company was able to replace such agreements with new agreements with The
Coca-Cola Company, approximately $228,000 of leasehold improvements and deferred
marketing costs would be considered impaired and thus would be charged to
operations by Tickets2Nite, LLC. Although the Company currently believes that it
will be able to restructure and continue the operations of the Tickets2Nite
business under a different trade name and at a different location in Las Vegas,
there can be no assurances that such a development will not have a material
adverse impact on the Company's consolidated financial statements.

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.

                                      -24-
<PAGE>

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 September 30, 2003 and 2002 -

Revenues. Revenues decreased by $111,403 or 15.8% to $590,294 in 2003, as
compared to $701,697 in 2002. As a result of construction at the Forum Shops
immediately adjacent to the Company's Las Vegas ride facility, the Las Vegas
ride facility accounted for most of the 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. The Las Vegas ride
facility is one of two ride facilities currently operated by the Company and
provides approximately 93% of the Company's consolidated revenues, and is the
Company's primary source of cash flow (see "Las Vegas Ride Facility" above for
information with respect to litigation with the Forum Shops that could effect
the Company's ability to continue to operate this ride facility).

Direct Costs of Revenues. Direct costs of revenues decreased by $43,620 or 13.0%
to $292,339 in 2003, as compared to $335,959 in 2002, primarily as a result of
decreased revenues. Direct costs of revenues were 49.5% of revenues in 2003, as
compared to 47.9% of revenues in 2002.

Selling and Marketing Expenses. Selling and marketing expenses decreased by
$29,929 or 83.5% to $5,912 in 2003, as compared to $35,841 in 2002, primarily as
a result of the Company's changing to a lower cost marketing program. Selling
and marketing expenses were 1.0% of revenues in 2003, as compared to 5.1% of
revenues in 2002.

General and Administrative Expenses. General and administrative expenses
increased by $28,864 or 7.7% to $406,061 in 2003, as compared to $377,197 in
2002. Included in general and administrative expenses in 2003 and 2002 was
stock-based compensation of $119,617 and $118,000, respectively, including $0
and $12,633 to officers and directors, respectively. Excluding such stock-based
compensation, general and administrative expenses increased by $27,247 or 10.5%
in 2003 as compared to 2002, primarily as a result of higher attorney's fees
related to ongoing legal proceedings.

Depreciation and Amortization. Depreciation and amortization decreased by
$15,162 or 18.8% to $65,383 in 2003, as compared to $80,545 in 2002, primarily
as a result of the retirement of certain property and equipment.

Costs Related to Las Vegas Business Venture. The Company incurred certain costs
with respect to the development of its Las Vegas business venture of $7,078 in
2003, as compared to $95,404 in 2002. Included in such costs in 2002 was $41,300
of stock-based compensation costs.

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 $24,847, which were charged to operations during the three months
ended September 30, 2002. As a result of the settlement of the litigation with
respect to the close of the New Jersey ride facility in August 2003, the Company
recorded a non-cash reduction of previously accrued costs of $60,000 during the
three months ended September 30, 2003.

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


                                      -25-
<PAGE>

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 September 30, 2003, the Company recorded a credit of $1,043 with respect
to the termination of this joint venture.

Loss from Operations. As a result of the aforementioned factors, the loss from
operations was $125,436 for the three months ended September 30, 2003, as
compared to a loss from operations of $248,096 for the three months ended
September 30, 2002.

Interest Expense. Interest expense increased by $2,859 or 7.8% to $39,645 in
2003, as compared to $36,786 in 2002.

Interest Income.  Interest income was $3 in 2003, as compared to $295 in 2002.

Equity in Net Loss of Joint Venture - D&B. Equity in net loss of joint venture -
D&B was $911 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 $109,788 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 $294 in 2003, as compared to $717 in 2002.

Net Loss. Net loss was $54,996 the three months ended September 30, 2003, as
compared to a net loss of $284,781 for the three months ended September 30,
2002.

Nine Months Ended September 30, 2003 and 2002 -

Revenues. Revenues decreased by $356,173 or 19.7% to $1,449,409 in 2003, as
compared to $1,805,582 in 2002. Included in revenues for the nine months ended
September 30, 2002 were revenues from the New Jersey ride facility, which was
closed in late June 2002, of $156,934 or 8.7% of total revenues. As a result of
construction at the Forum Shops immediately adjacent to the Company's Las Vegas
ride facility, 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. The Las Vegas ride facility is one of two ride
facilities currently operated by the Company and provides approximately 93% of
the Company's consolidated revenues, and is the Company's primary source of cash
flow (see "Las Vegas Ride Facility" above for information with respect to
litigation with the Forum Shops that could effect the Company's ability to
continue to operate this ride facility).

Direct Costs of Revenues. Direct costs of revenues decreased by $161,330 or
16.0% to $847,619 in 2003, as compared to $1,008,949 in 2002, primarily as a
result of decreased revenues. Direct costs of revenues were 58.5% of revenues in
2003, as compared to 55.9% of revenues in 2002.

Selling and Marketing Expenses. Selling and marketing expenses decreased by
$49,235 or 68.6% to $22,559 in 2003, as compared to $71,794 in 2002, primarily
as a result of the Company's changing to a lower cost marketing program. Selling
and marketing expenses were 1.6% of revenues in 2003, as compared to 4.0% of
revenues in 2002.

General and Administrative Expenses. General and administrative expenses
increased by $110,736 or 9.4% to $1,293,730 in 2003, as compared to $1,182,994
in 2002. Included in general and administrative expenses in 2003 and 2002 was
stock-based compensation of $364,016 and $375,756, respectively, including
$11,615 and $133,389 to officers and directors, respectively. Excluding such
stock-based compensation, general and administrative expenses increased by
$122,476 or 15.2% in 2003 as compared to 2002, primarily as a result of higher
attorney's fees related to ongoing legal proceedings.

                                      -26-
<PAGE>

Depreciation and Amortization. Depreciation and amortization decreased by
$40,630 or 16.0% to $213,027 in 2003, as compared to $253,657 in 2002, primarily
as a result of the retirement of certain property and equipment.

Costs Related to Las Vegas Business Venture. The Company incurred certain costs
with respect to the development of its Las Vegas business venture of $27,058 in
2003, as compared to $123,927 in 2002. Included in such costs in 2003 and 2002
were $16,500 and $41,300 of stock-based compensation costs, respectively.

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 $143,377, which were charged to operations during the nine months
ended September 30, 2002. As a result of the settlement of the litigation with
respect to the close of the New Jersey ride facility in August 2003, the Company
recorded a non-cash reduction of previously accrued costs of $60,000 during
three months ended September 30, 2003.

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 nine months ended
September 30, 2003, the Company recorded $19,418 with respect to the termination
of this joint venture.

Loss from Operations. As a result of the aforementioned factors, the loss from
operations was $914,002 for the nine months ended September 30, 2003, as
compared to a loss from operations of $979,116 for the nine months ended
September 30, 2002.

Interest Expense. Interest expense decreased by $5,594 or 4.6% to $116,641 in
2003, as compared to $122,235 in 2002, primarily as a result of a decrease in
the principal balance of interest-bearing obligations.

Interest Income.  Interest income was $10 in 2003, as compared to $328 in 2002.

Equity in Net Income of Joint Venture - D&B. Equity in net income of joint
venture - D&B was $17,392 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 $207,482 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 $294 in 2003, as compared to $17,366 in 2002.

Net Loss. Net loss was $822,857 for the nine months ended September 30, 2003, as
compared to a net loss of $1,066,265 for the nine months ended September 30,
2002.

Las Vegas Business Venture:

The Company owns 50% of a business venture named Tickets2Nite, LLC, a Nevada
limited liability company. The 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.

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 $109,788 and $207,482 as its proportionate
share of net income for the three months and nine months ended September 30,
2003, respectively. The Company's investment in this business venture was
$388,486 and $197,934 at September 30, 2003 and December 31, 2002, respectively.

                                      -27-
<PAGE>

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.

Tickets2Nite, LLC did not have any capital expenditure commitments outstanding
at September 30, 2003.

Litigation with respect to Tickets2Nite, LLC is described at "Las Vegas Business
Venture.

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

<TABLE>
<CAPTION>
                                Tickets2Nite, LLC
                                 Balance Sheets
                    September 30, 2003 and December 31, 2002

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

<S>                                      <C>                <C>
Current assets                           $   653,680        $ 132,904
Property and equipment, net                  269,753          315,013
Other assets                                 192,500          225,000
                                           ---------          -------
  Total assets                           $ 1,115,933        $ 672,917
                                           =========          =======

Current liabilities                      $   196,316        $  99,466
Long-term liabilities                         72,312          118,241
Capital                                      847,305          455,210
                                           ---------          -------
  Total liabilities and capital          $ 1,115,933        $ 672,917
                                           =========          =======
</TABLE>

                                      -28-
<PAGE>

<TABLE>
<CAPTION>

                                Tickets2Nite, LLC
                       Statement of Operations (Unaudited)
                Three Months and Nine Months Ended September 30,
                                      2003
                                            Three            Nine
                                            Months           Months
                                            Ended            Ended
                                           September        September
                                            30, 2003         30, 2003
                                          ----------       ----------
<S>                                       <C>              <C>
Revenues                                  $1,699,028       $3,840,602
Cost of revenues                           1,304,231        2,969,641
                                           ---------        ---------
Gross margin                                 394,797          870,961
                                           ---------        ---------

Selling and marketing                        106,241          264,775
General and administrative                    49,938          133,170
Depreciation and amortization                 15,420           46,260
                                           ---------        ---------
Total costs and expenses                     171,599          444,205
                                           ---------        ---------

Income from operations                       223,198          426,756
Interest expense                               3,623           11,793
                                           ---------        ---------
Net income                                $  219,575       $  414,963
                                           =========        =========


</TABLE>


Liquidity and Capital Resources - September 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 nine months ended September 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 $58,395 during
the nine months ended September 30, 2003, as compared to $390,204 during the
nine months ended September 30, 2002. The decrease in cash utilized in
operations in 2003 as compared to 2002 was primarily a result of an increase in
accounts payable and accrued expenses in 2003, as compared to a decrease in
accounts payable and accrued expenses in 2002.

At September 30, 2003, cash had increased by $3,289 to $65,183, as compared to
$61,894 at December 31, 2002.

The Company had a working capital deficit of $1,588,295 at September 30, 2003,
as compared to a working capital deficit of $1,188,800 at December 31, 2002. At
September 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).

                                      -29-
<PAGE>

Investing Activities. Net cash provided by investing activities was $41,085 for
the nine months ended September 30, 2003, as compared to utilizing cash of
$15,382 for the nine months ended September 30, 2002. During the nine months
ended September 30, 2003 and 2002, the Company received dividends from the Dave
& Buster's, Inc. joint venture of $23,861 and $49,503, respectively. During the
nine months ended September 30, 2003, the Company received net reimbursements
from its Tickets2Nite business venture of $16,930 (see "Las Vegas Business
Venture" above). During the nine months ended September 30, 2002, the Company
purchased $65,693 of property and equipment. During the nine months ended
September 30, 2003 and 2002, the Company sold $294 and $808 of property and
equipment.

Financing Activities. Net cash provided by financing activities was $20,599 for
the nine months ended September 30, 2003, as compared to $485,200 for the nine
months ended September 30, 2002. During the nine months ended September 30, 2003
and 2002, the Company made principal payments on notes payable of $17,620 and
$67,483, respectively, and the Company made principal payments on capital lease
obligations of $24,281 and $29,817, respectively.

During the nine months ended September 30, 2003 and 2002, the Company raised
$47,500 and $582,500 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 nine months ended September 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 September 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. At September 30, 2003, principal and accrued interest payable
with respect to this loan were $716,242 and $92,831, respectively.

                                      -30-
<PAGE>

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 adoption of SFAS No. 143 did not 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 adoption of SFAS No. 145 did not 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 adoption of SFAS No. 146 did not 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 adoption of SFAS No. 148 did not 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 adoption of SFAS No. 149 did not have a significant
effect on the Company's financial statement presentation or disclosures.

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity". SFAS No. 150
establishes standards for how an issuer classifies and measures in its statement
of financial position certain financial instruments with characteristics of both
liabilities and equity. SFAS No. 150 requires that an issuer classify a
financial instrument that is within its scope as a liability (or an asset in
some circumstances) because that financial instrument embodies an obligation of
the issuer. SFAS No. 150 is effective for financial instruments entered into or
modified after May 31, 2003 and otherwise is effective at the beginning of the


                                      -31-
<PAGE>

first interim period beginning after June 15, 2003. SFAS No. 150 is to be
implemented by reporting the cumulative effect of a change in accounting
principle for financial instruments created before the issuance date of SFAS No.
150 and still existing at the beginning of the interim period of adoption.
Restatement is not permitted. The adoption of SFAS No. 150 did not have a
significant effect on the Company's financial statement presentation or
disclosures.

In January 2003, the FASB issued Interpretation No. 46, "Consolidation of
Variable Interest Entities (an Interpretation of ARB No. 51)" ("FIN 46"). FIN 46
requires that the primary beneficiary in a variable interest entity consolidate
the entity even if the primary beneficiary does not have a majority voting
interest. The consolidation requirements of FIN 46 are required to be
implemented for any variable interest entity created on or after January 31,
2003. In addition, FIN 46 requires disclosure of information regarding
guarantees or exposures to loss relating to any variable interest entity
existing prior to January 31, 2003 in financial statements issued after January
31, 2003. The implementation of the provisions of FIN 46 effective January 31,
2003 did not have a significant effect on the Company's consolidated financial
statement presentation or disclosures.


                                      -32-
<PAGE>


ITEM 3.  CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

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

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

(b) Changes in Internal Controls

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

                                      -33-
<PAGE>

                              PART II. OTHER INFORMATION


ITEM 1.  LEGAL PROCEEDINGS

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, as a
result of the contractual relationship between the landlord and the Company.
During August 2003, this lawsuit was settled without any significant cost to the
Company.


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 September 30, 2003, the Company issued 75,000
shares of common stock to such firm with an aggregate fair market value of
$25,250.

Transactions during the Three Months Ended September 30, 2003:

During July 2003, the Company issued 90,000 shares of common stock to certain of
its employees (including 50,000 shares to the Company's Vice President of
Operations) for services rendered with an aggregate value of $11,700.

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. At September 30, 2003, principal and accrued interest payable
with respect to this loan were $716,242 and $92,831, respectively.

                                      -34-
<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 September 30, 2003:  None

                                      -35-
<PAGE>

                                   SIGNATURES


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



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


                                       /s/ MITCHELL J. FRANCIS
Date:  November 13, 2003          By:  ___________________________
                                       Mitchell J. Francis
                                       Chief Executive Officer and
                                       Chief Financial Officer
                                       (Duly Authorized Officer
                                       and Chief Financial
                                       Officer)

                                      -36-
<PAGE>



                                INDEX TO EXHIBITS



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

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

3.2       Bylaws of the Company (1)(P)

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

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

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

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

(2)  Filed herein.


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

                                      -37-