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

                              FORM 10-QSB

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

      For the Quarterly Period Ended June 30, 2001

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

      For the transition period from _________ to _________

                       Commission File Number:  0-24592

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

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

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

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

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


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

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

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

Documents incorporated by reference:  None.


                                   -1-
<PAGE>

                 CINEMA RIDE, INC. AND SUBSIDIARIES

                                  INDEX


PART I.   FINANCIAL INFORMATION

     Item 1.  Financial Statements

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

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

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

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

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


PART II.  OTHER INFORMATION

     Item 2.  Changes in Securities and Use of Proceeds

     Item 6.  Exhibits and Reports on Form 8-K


SIGNATURES


                                   -2-
<PAGE>




                 Cinema Ride, Inc. and Subsidiaries
                     Consolidated Balance Sheets

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

ASSETS

Current assets:
   Cash and cash equivalents        $    84,231      $   109,834
   Prepaid expenses and other
     current assets                      52,350           57,791
                                      ---------        ---------
Total current assets                    136,581          167,625
                                      ---------        ---------

Property and equipment:
  Equipment and furniture               111,180          110,033
  Equipment under capital lease         208,236          208,236
  Lease improvements                  1,061,682        1,062,582
  Theater and film equipment          1,696,972        1,696,972
                                      ---------        ---------
                                      3,078,070        3,077,823

Less:   accumulated depreciation     (2,119,160)      (1,989,420)
                                      ---------        ---------
                                        958,910        1,088,403
                                      ---------        ---------

Other assets:
  Film library, net of accumulated
    amortization of $975,323 and
    $940,193 at June 30, 2001 and
    December 31, 2000, respectively     117,448          152,577
  Investment in joint venture           343,714          360,725
  Consulting agreement                   13,005           18,207
  Deferred lease costs and other
    assets (Note 2)                     127,486           91,826
                                      ---------        ---------
                                        601,653          623,335
                                      ---------        ---------
Total assets                         $1,697,144       $1,879,363
                                      =========        =========


                               (continued)


                                   -3-
<PAGE>

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

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

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
Accounts payable and accrued
  expenses                           $  313,430       $  229,948
Accrued interest payable (Note 2)          -              30,881
Current portion of capital
  lease obligations                      50,929           48,854
Current portion of note payable
  to lender (Note 2)                    770,613          732,327
                                      ---------        ---------
Total current liabilities             1,134,972        1,042,010
                                      ---------        ---------

Non-current liabilities:
  Obligations under capital lease,
    less current portion                 13,181           38,727
  Deferred rent                          54,427           63,254
  Loan payable to officer (Note 4)         -             120,000
                                      ---------        ---------
                                         67,608          221,981
                                      ---------        ---------
Total liabilities                     1,202,580        1,263,991
                                      ---------        ---------

Commitments and contingencies (Note 3)

Stockholders' equity (Note 4):
Preferred stock, $0.01 par value -
  Authorized - 500,000 shares
  Issued - None
Common stock, $0.08 par value -
  Authorized - 20,000,000 shares
  Issued and Outstanding -
  1,945,900 shares and 789,823
  shares at June 30, 2001 and
  December 31, 2000, respectively       155,672          63,186
Additional paid-in capital            9,323,798       9,224,569
Accumulated deficit                  (8,984,906)     (8,672,383)
                                      ---------       ---------
Total stockholders' equity              494,564         615,372
                                      ---------       ---------
Total liabilities and
  stockholders' equity               $1,697,144      $1,879,363
                                      =========       =========


        See accompanying notes to consolidated financial statements.


                                   -4-
<PAGE>

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


                                       Three Months Ended June 30,
                                       ---------------------------
                                        2001              2000
                                       ---------         ---------
Revenues                              $ 600,932         $ 766,192

Direct costs of revenues (Note 3)       278,795           348,372

Selling and marketing expenses           38,367            91,387

General and administrative expenses     306,924           248,562

Depreciation and amortization            85,177            97,684
                                        -------           -------
Loss from operations                   (108,331)          (19,813)

Other income (expense):
  Equity in net income (loss)
    of joint venture                      3,350            (2,328)
  Interest income                           213               764
  Interest expense                       (7,634)          (44,763)
                                        -------           -------
Net loss                              $(112,402)        $ (66,140)
                                        =======           =======

Net loss per common share -
  basic and diluted (Note 1)             $(0.10)           $(0.08)
                                           ====              ====

Weighted average common
  shares outstanding -
  basic and diluted                   1,175,182           779,823
                                      =========           =======




        See accompanying notes to consolidated financial statements.


                                   -5-
<PAGE>

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

                                      Six Months Ended June 30,
                                      -------------------------
                                         2001            2000
                                      ---------       ---------
Revenues                             $1,158,123      $1,424,677

Direct costs of revenues (Note 3)       639,196         678,525

Selling and marketing expenses           82,838         198,430

General and administrative expenses     532,563         454,897

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

Depreciation and amortization           170,250         194,104
                                      ---------       ---------
Loss from operations                   (266,724)       (175,700)

Other income (expense):
  Equity in net income of
    joint venture                        11,065           5,833
  Interest income                           598           2,100
  Interest expense                      (57,462)        (91,177)
                                      ---------       ---------
Net loss                             $ (312,523)     $ (258,944)
                                      =========       =========

Net loss per common share -
  basic and diluted (Note 1)             $(0.32)         $(0.33)
                                           ====            ====

Weighted average common
  shares outstanding -
  basic and diluted                     982,502         775,823
                                        =======         =======



        See accompanying notes to consolidated financial statements.


                                   -6-
<PAGE>

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


                                      Six Months Ended June 30,
                                      -------------------------
                                         2001            2000
                                      ---------       ---------

Cash flows from operating activities:
Net loss                              $(312,523)      $(258,944)
Adjustments to reconcile net loss
  to net cash used in operating
  activities:
  Depreciation and amortization         170,250         194,104
  Common stock issued for services       24,465          12,000
  Settlement of obligation to
    landlord                            (70,580)           -
  Equity in net income of joint
    venture                             (11,065)         (5,833)
  Amortization of consulting
    agreement                             5,202           5,202
  Amortization of deferred
    financing costs                       6,209           6,210
  Changes in operating assets and
    liabilities:
    (Increase) decrease in:
      Prepaid expenses and other
        current assets                    5,441         (21,222)
      Deposits                             -              3,000
    Increase (decrease) in:
      Accounts payable and
        accrued expenses                173,264         (26,359)
      Deferred rent                      (8,827)        (11,982)
                                        -------         -------
Net cash used in operating
  activities                            (18,164)       (103,824)
                                        -------         -------


                                (continued)


                                   -7-
<PAGE>

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


                                      Six Months Ended June 30,
                                      -------------------------
                                         2001             2000
                                      ---------       ---------

Cash flows from investing activities:
  Purchase of property and equipment  $    (247)      $ (41,766)
  Dividends received from joint
    venture                              28,076          31,807
  Decrease in receivable from officer      -              7,199
                                        -------         -------
Net cash provided by (used in)
  investing activities                   27,829          (2,760)
                                        -------         -------

Cash flows from financing activities:
  Payments on notes payable              11,797)        (64,275)
  Principal payments on capital
    lease obligations                   (23,471)        (15,916)
                                        -------         -------
Net cash used in financing
  activities                            (35,268)        (80,191)
                                        -------         -------

Cash and cash equivalents:
  Net decrease                          (25,603)       (186,775)
  At beginning of period                109,834         320,189
                                        -------         -------
  At end of period                    $  84,231       $ 133,414
                                        =======         =======



       See accompanying notes to consolidated financial statements.


                                   -8-
<PAGE>

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


1.  Organization and Basis of Presentation

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

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

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

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

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


                                   -9-
<PAGE>

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

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

Reclassification  -  Certain  amounts  have  been reclassified in  2000  to
conform with the presentation in 2001.

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

Going Concern - The  consolidated  financial  statements have been prepared
assuming  that  the  Company  will  continue  as  a  going  concern,  which
contemplates the realization of assets and the satisfaction  of liabilities
in  the  normal  course  of  business.  The carrying amounts of assets  and
liabilities  presented  in the consolidated  financial  statements  do  not
purport to represent the  realizable or settlement values.  The Company has
suffered recurring operating  losses  and had a substantial working capital
deficit at June 30, 2001 and December 31,  2000.   In addition, on June 25,
2001,  the  Company  restructured  its payment obligation  to  its  primary
secured lender, which requires the Company  to  make  a  balloon payment of
$631,787  on March 1, 2002, although the lender has agreed  to  enter  into
negotiations   with   the   Company   to  refinance  the  balloon  payment.
Furthermore, the Company's Las Vegas facility  continues  to  experience  a
decline  in  revenues,  which has impaired the Company's liquidity and cash
flows.  As a result of these  factors,  the Company's independent certified
public accountants have expressed substantial  doubt  about  the  Company's
ability to continue as a going concern.

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

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


                                   -10-
<PAGE>

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

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

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

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

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

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


                                   -11-
<PAGE>

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


2.  Note Payable to Lender

Effective  June  25,  2001,  the Company completed  a  Second  Modification
Agreement and Waiver of Defaults  with  its  primary  secured  lender  (the
"Second   Modification   Agreement").  The  Second  Modification  Agreement
provides  for  (1)  the  waiver  of  all  prior  payment defaults; (2)  the
reduction of the monthly payment from $21,789 to $10,674, which  represents
interest  only  payments  at  16.75%  per  annum; (3)  the  increase in the
principal  balance  due  the lender of accrued interest payable of $50,083;
(4)  the acceleration of the due  date  of the loan from  January  1,  2004
to  March 1, 2002; (5)  the repricing of a  common stock  purchase  warrant
previously issued to the lender  to purchase 12,500 shares  of common stock
exercisable through December  31, 2003, which  reduced the exercise  price
from $16.00 per share to $1.00 per share; (6) the issuance  of common stock
purchase warrants to the lender to purchase  25,000 shares of  common stock
at  $0.50 per  share and 25,000 shares  of  common stock at $1.00 per share
exercisable through June 25, 2011; (7) the revision of the lender's Warrant
Holder Rights Agreement  to  eliminate  demand registration rights; and (8)
the agreement by the  lender to enter  into  negotiations  with the Company
with  respect  to  the refinancing of the balloon payment at  or around the
time of the due date, provided  that  no  events  of default  have occurred
There can  be  no  ssurances  that the Company  will  be  able to refinance
the debt to the lender when it becomes due and payable on March 1, 2002.

The Company has calculated  the  fair  value of the warrants to purchase an
aggregate of 50,000 shares of common stock and the repricing of the warrant
to purchase 12,500 shares of common stock  pursuant  to  the  Black-Scholes
option pricing model.  The aggregate fair value of $47,250 was  recorded as
deferred  financing  costs  at  June  30,  2001, and is being amortized  to
financing expense through March 1, 2002.  In  addition,  commencing July 1,
2001, prior deferred financing costs at June 30, 2001 are  being  amortized
to financing expense through the accelerated due date of the loan of  March
1, 2002.

The  balance  of  the  loan  was  $770,613 at June 30, 2001, which included
$50,083 of accrued interest payable  that  was  added  to  the loan balance
pursuant to the Second Modification Agreement.  The balance of the loan was
$732,327 at December 31, 2000, and accrued interest payable  at  that  date
was  $30,881.   As  a result of the March 1, 2002 due date of the loan, the
Company has classified  the  entire  obligation  to the lender as a current
liability in the consolidated financial statements  at  June 30, 2001.  The
Company  classified  the  entire  obligation  to  the lender as  a  current
liability in the December 31, 2000 consolidated financial  statements  as a
result of the loan having been in default at that date.


                                   -12-
<PAGE>

3.  Lease Restructuring

On  June  13,  2001,  the  Company's wholly-owned subsidiary entered into a
Lease Modification Agreement with the landlord for the Company's Elizabeth,
New  Jersey  ride  facility  (the  "Lease  Modification  Agreement").   The
original lease agreement was dated November 1, 1999. The Lease Modification
Agreement provides for (1) a reduction in the base monthly rent from $8,575
to $4,388; (2) a decrease in the  annual  gross sales utilized to calculate
the additional rent due the landlord (based  on a percentage factor of 10%)
from $1,029,000 to $526,575; (3) a payment to  the  landlord by the Company
of $50,000 in full satisfaction of all construction charges  and  rent  for
the  period  from  October 1, 2000 through May 31, 2001; (4) forgiveness of
$70,580 of accrued rent  payable  by  the  Company to the landlord; and (5)
deletion of a provision in the original lease  agreement  that  allowed the
Company  to  terminate the lease if a movie theater had not opened  in  the
shopping mall  in which the Company's ride facility is located by a certain
date.

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


4.  Stockholders' Equity

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

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


                                   -13-
<PAGE>

On March 13, 2001, the  Company  granted  its  Chief  Executive  Officer an
option to purchase an aggregate of 800,000 shares of common stock  expiring
on  the  earlier  to occur of three years from the date of vesting or March
13, 2006.  The stock option is exercisable at prices ranging from $0.38 per
share to $2.00 per share, which were not less than fair market value of the
Company's common stock  on the grant date.  The stock option vests based on
the attainment of certain  milestones by the Company, including raising new
equity capital and reaching  certain  levels  of  earnings before interest,
taxes, depreciation and amortization, none of which  had been reached as of
June  30,  2001.   In  accordance  with accounting for such  stock  options
utilizing the intrinsic value method,  no compensation expense was recorded
in the Company's consolidated financial statements.

On June 5, 2001, the Company granted stock  options  to  two  employees  to
purchase  an  aggregate  of  240,000  shares  of common stock, including an
option for 150,000 shares of common stock to the  Company's  Vice President
of  Operations,  exercisable through June 5, 2006 at $.15 per share,  which
was equal to fair  market  value on the date of grant.  The options vest in
equal annual installments on  June  5,  2001, 2002 and 2003.  In accordance
with  accounting  for  such  stock options utilizing  the  intrinsic  value
method, no compensation expense  was recorded in the Company's consolidated
financial statements.

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

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

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

In conjunction with  the  restructuring of the Company's obligations to its
primary secured lender on June  25,  2001,  the Company repriced previously
issued warrants to purchase 12,500 shares of  common stock through December
31, 2003 from $16.00 per share to $1.00 per share,  and issued new warrants
to  purchase 25,000 shares of common stock at $0.50 per  share  and  25,000
shares  of  common  stock  at  $1.00 per share exercisable through June 25,
2011, as described at Note 3.


                                   -14-
<PAGE>

5.  Start-Up Costs

The Company began development of  the New Jersey facility during late 1999.
The New Jersey facility was completed and began operations in January 2000.
In  connection with the establishment  of  the  New  Jersey  facility,  the
Company incurred start-up costs of $74,421 during the six months ended June
30, 2001, which were charged to operations as incurred.



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

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

This Quarterly Report on Form 10-QSB for the  quarterly  period  ended June
30,  2001  contains  "forward-looking"  statements  within  the meaning  of
Section 27A of the Securities Act of 1933, as amended, including statements
that  include  the words "believes", "expects", "anticipates",  or  similar
expressions.   These  forward-looking  statements  include,  among  others,
statements concerning  the  Company's  expectations  regarding  its working
capital   requirements,   financing   requirements,  its  business,  growth
prospects, competition and results of operations,  and  other statements of
expectations, beliefs, future plans and strategies, anticipated  events  or
trends,  and similar expressions concerning matters that are not historical
facts.  The forward-looking statements in this Quarterly Report on Form 10-
QSB for the  quarterly period ended June 30, 2001 involve known and unknown
risks, uncertainties and other factors that could cause the actual results,
performance or  achievements of the Company to differ materially from those
expressed in or implied by the forward-looking statements contained herein.

Overview:

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

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


                                   -15-
<PAGE>

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  suffered
recurring operating losses and had a substantial working capital deficit at
June 30, 2001 and  December  31,  2000.  In addition, on June 25, 2001, the
Company restructured its payment obligation  to its primary secured lender,
which requires the Company to make a balloon payment  of  $631,787 on March
1, 2002, although the lender has agreed to enter into negotiations with the
Company to refinance the balloon payment.  Furthermore, the  Company's  Las
Vegas  facility  continues  to  experience a decline in revenues, which has
impaired the Company's liquidity  and  cash  flows.   As  a result of these
factors,  the  Company's  independent  certified  public  accountants  have
expressed substantial doubt about the Company's ability to  continue  as  a
going concern.

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

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

Results of Operations:

Three Months Ended June 30, 2001 and 2000 -

Revenues.  Revenues decreased by $165,260 or 21.6% to $600,932 in 2001 from
$766,192 in 2000.  The decrease in revenues was primarily attributable to a
decrease in revenues at the Las Vegas facility, in  part  as  a  result  of
additional competition from the opening of new shopping malls in Las Vegas.
The  Company  believes  that  a  general  slow-down in the economy has also
contributed  to the decline in revenues at the  Las  Vegas  facility.   The
Company is currently  unable  to  predict  the  extent and duration of this
decrease in revenues at the Las Vegas facility.

Direct Costs of Revenues.  Direct costs of revenues decreased by $69,577 or
20.0% to $278,795 in 2001 from $348,372 in 2000.   Direct costs of revenues
were 46.4% of revenues in 2001, as compared to 45.5%  of  revenues in 2000.
Direct  costs  of revenues were 58.1% of revenues in 2001, as  compared  to
45.5% of revenues in 2000, excluding forgiveness of accrued rent payable of
$70,580  in 2001,  reflecting  the  restructuring  of  the  lease  for  the
Company's Elizabeth, New Jersey facility in June 2001.


                                   -16-
<PAGE>

Selling and  Marketing  Expenses.  Selling and marketing expenses decreased
by $53,020 or 58.0% to $38,367 in 2001 from $91,387 in 2000, primarily as a
result of a reduction in certain promotional programs.

General and Administrative  Expenses.   General and administrative expenses
increased by $58,362 or 23.5% to $306,924  in  2001  from $248,562 in 2000,
primarily as a result of an increase in executive compensation, stock-based
compensation and professional fees.

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

Depreciation and Amortization.   Depreciation and amortization decreased by
$12,507 or 12.8% to $85,177 in 2001 from $97,684 in 2000.

Interest Expense.  Interest expense decreased by $37,129 or 82.9% to $7,634
in  2001  from  $44,763  in 2000, primarily  as  a  result  of  adjustments
resulting from the restructuring  of  the  note  payable  to  the Company's
primary secured lender in June 2001.

Interest Income.  Interest income was $213 in 2001, as compared  to $764 in
2000.

Equity in Net Income (Loss) of Joint Venture.  Equity in net income  (loss)
of joint venture increased by $5,678, to net income of $3,350 in 2001  from
a net loss of $2,328 in 2000.

Net  Loss.  Net loss was $112,402 for the three months ended June 30, 2001,
as compared  to  a  net loss of $66,140 for the three months ended June 30,
2000.

Six Months Ended June 30, 2001 and 2000 -

Revenues.  Revenues decreased  by  $266,554  or 18.7% to $1,158,123 in 2001
from  $1,424,677  in  2000.   The  decrease  in  revenues   was   primarily
attributable  to a decrease in revenues at the Las Vegas facility, in  part
as a result of  additional  competition  from  the  opening of new shopping
malls in Las Vegas.  The Company believes that a general  slow-down  in the
economy  has  also  contributed to the decline in revenues at the Las Vegas
facility.  The Company  is  currently  unable  to  predict  the  extent and
duration of this decrease in revenues at the Las Vegas facility.

Direct Costs of Revenues.  Direct costs of revenues decreased by $39,329 or
5.8%  to  $639,196 in 2001 from $678,525 in 2000.  Direct costs of revenues
were 55.2%  of  revenues in 2001, as compared to 47.6% of revenues in 2000.
Direct costs of revenues  were  61.3%  of  revenues in 2001, as compared to
47.6% of revenues in 2000, excluding forgiveness of accrued rent payable of
$70,580  in  2001,  reflecting  the restructuring  of  the  lease  for  the
Company's Elizabeth, New Jersey facility in June 2001.


                                   -17-
<PAGE>

Selling and Marketing Expenses.   Selling  and marketing expenses decreased
by $115,592 or 58.3% to $82,838 in 2001 from $198,430 in 2000, primarily as
a result of a reduction in certain promotional programs.

General and Administrative Expenses.  General  and  administrative expenses
increased by $77,666 or 17.1% to $532,563 in 2001 from  $454,897  in  2000,
primarily  as  a result of an increase in executive compensation and stock-
based compensation.

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

Depreciation and Amortization.  Depreciation and amortization  decreased by
$23,854 or 12.3% to $170,250 in 2001 from $194,104 in 2000.

Interest  Expense.   Interest  expense  decreased  by  $33,715 or 37.0%  to
$57,462 in 2001 from $91,177 in 2000, primarily as a result  of adjustments
resulting  from  the  restructuring  of  the  note payable to the Company's
primary secured lender in June 2001.

Interest Income.  Interest income was $598 in 2001,  as  compared to $2,100
in 2000.

Equity  in  Net  Income  of Joint Venture.  Equity in net income  of  joint
venture increased by $5,232,  to  net  income  of $11,065 in 2001 from  net
income of $5,833 in 2000.

Net Loss.  Net loss was $312,523 for the six months ended June 30, 2001, as
compared to a net loss of $258,944 for the six months ended June 30, 2000.

Liquidity and Capital Resources - June 30, 2001:

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

Operating Activities.  The Company's operations  utilized  cash  of $18,164
during the six months ended June 30, 2001, as compared to utilizing cash of
$103,824 during the six months ended June 30, 2000.
The  reduction  in cash utilized in operations in 2001 as compared to  2000
was primarily a result  of  an  increase  in  accounts  payable and accrued
expenses.

At June 30, 2001, cash and cash equivalents had decreased  by  $25,603,  to
$84,231,  as  compared  to $109,834 at December 31, 2000.  As a result, the
Company had a working capital  deficit  of  $998,391  at  June 30, 2001, as
compared  to  a working capital deficit of $874,385 at December  31,  2000,
resulting in current  ratios  of  .12:1  and  .16:1  at  June  30, 2001 and
December 31, 2000, respectively.  At June 30, 2001 and December  31,  2000,
the  Company  classified the entire balance of note payable to lender as  a
current liability.


                                   -18-
<PAGE>

Investing Activities.   Net  cash  provided  by  investing  activities  was
$27,829  for  the  six months ended June 30, 2001, primarily as a result of
dividends of $28,076  received from the Company's joint venture with Dave &
Buster's, Inc.  Net cash  used  in  investing activities was $2,760 for the
six months ended June 30, 2000, primarily  as  a  result of the purchase of
property and equipment of $41,766, offset in part by  $31,807  of dividends
received from the Company's joint venture with Dave & Buster's, Inc.

Financing  Activities.   Net cash used in financing activities was  $35,268
and $80,191 for the six months  ended June 30, 2001 and 2000, respectively,
as a result of payments on notes payable and capital lease obligations.

Effective  June  25,  2001, the Company  completed  a  Second  Modification
Agreement and Waiver of  Defaults  with  its  primary  secured  lender (the
"Second Modification Agreement"). The Second Modification Agreement provides
for (1) the waiver of all prior payment defaults;  (2) the reduction of the
monthly payment from $21,789  to  $10,674, which represents  interest  only
payments at 16.75% per annum; (3) the increase in the principal balance due
the  lender  of accrued  interest  payable of $50,083; (4) the acceleration
of the due date of the loan from January  1, 2004 to March 1, 2002; (5) the
repricing of a common stock purchase warrant previously issued to the lender
to purchase 12,500 shares of common stock exercisable through  December  31,
2003,  which reduced  the exercise price from $16.00 per share to $1.00 per
share;  (6) the issuance  of common  stock purchase warrants to the  lender
to purchase 25,000 shares of common stock  at  $0.50  per  share and 25,000
1shares of common  stock at  $1.00 per  share  exercisable through June 25,
2011; (7) the revision of  the  lender's  Warrant  Holder  Rights Agreement
to eliminate  demand  registration  rights;  and  (8) the agreement by the
lender  to  enter  into  negotiations with the Company with respect to  the
refinancing  of  the  balloon  payment  at  or  around  the time of the due
date, provided  that no events of default have occurred.   There  can be no
assurances  that  the Company  will  be  able to refinance the debt to the
lender when it becomes due and payable on March 1, 2002.

The balance of the loan  was  $770,613  at  June  30,  2001, which included
$50,083  of  accrued  interest payable that was added to the  loan  balance
pursuant to the Second Modification Agreement.  The balance of the loan was
$732,327 at December 31,  2000,  and  accrued interest payable at that date
was $30,881.  As a result of the March  1,  2002  due date of the loan, the
Company has classified the entire obligation to the  lender  as  a  current
liability  in the consolidated financial statements at June 30, 2001.   The
Company classified  the  entire  obligation  to  the  lender  as  a current
liability in the December 31, 2000 consolidated financial statements  as  a
result of the loan having been in default at that date.

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

                                   -19-
<PAGE>


                        PART II.  OTHER INFORMATION


ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

On June 5, 2001, the Company  granted  stock  options  to  two employees to
purchase  an  aggregate  of  240,000  shares of common stock, including  an
option for 150,000 shares of common stock  to  the Company's Vice President
of Operations, exercisable through June 5, 2006  at  $.15  per share, which
was equal to fair market value on the date of grant.  The options  vest  in
equal annual installments on June 5, 2001, 2002 and 2003.

On  June 5, 2001, the Company's Chief Executive Officer exercised a portion
of a  previously  issued  warrant  for  1,538,461  shares  of  common stock
exercisable  at  $0.13  per  share  through  February  2,  2002.  The Chief
Executive Officer exercised warrants for 923,077 shares of common stock and
paid  the  exercise  consideration  by canceling his $120,000 loan  to  the
Company.  The unexercised portion of  the  warrant  for  615,384  shares of
common  stock  was  extended  for  an  additional  two  years, and cashless
exercise provisions were added.  The exercise price of the  warrant and the
fair market value of the Company's common stock on the extension  date were
approximately equal.

During  June 2001, the Company issued to various employees an aggregate  of
133,000 shares  of  common  stock  as  a  bonus, including 20,000 shares of
common stock to the Company's Vice President of Operations.

During  June  2001,  the Company issued to each  of  its  two  non-employee
directors 50,000 shares of common stock as a bonus.

In conjunction with the  restructuring  of the Company's obligations to its
primary secured lender on June 25, 2001,  the  Company  repriced previously
issued  warrants  to  purchase  12,500  shares of common stock  exercisable
through December 31, 2003 from $16.00 per  share  to  $1.00  per share, and
issued new warrants to purchase 25,000 shares of common stock  at $0.50 per
share  and  25,000  shares  of  common stock at $1.00 per share exercisable
through June 25, 2011.

The aforementioned stock options  and  warrants  were  issued  based  on an
exemption from registration pursuant to Section 4(2) of the Securities  Act
of 1933, as amended, based on the representations of the recipient.


                                   -20-
<PAGE>

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:

A list of exhibits required to be filed as part of this report is set forth
in  the Index to Exhibits, which immediately precedes such exhibits, and is
incorporated herein by reference.

(b)  Reports on Form 8-K:

Three Months Ended June 30, 2001 - None


                                   -21-
<PAGE>

SIGNATURES


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



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


                                       /s/ MITCHELL J. FRANCIS
Date:  August 10, 2001            By:  __________________________
                                       Mitchell J. Francis
                                       Chief Executive Officer,
                                       President, Chief Financial
                                       Officer and Chairman of
                                       the Board of Directors
                                       (Duly Authorized Officer
                                       and Chief Financial
                                       Officer)


                                   -22-
<PAGE>

INDEX TO EXHIBITS



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

10.1       Amendment   No.  1  to  Warrant  Certificate  issued  to  Finova
           Capital Corporation to purchase 12,500 shares of common stock at
           $1.00 per share

10.2       Warrant issued to Finova Capital  Corporation to purchase 25,000
           shares of common stock at $0.50 per share

10.3       Warrant  issued to Finova Capital Corporation to purchase 25,000
           shares of common stock at $1.00 per share

10.4       Warrant  Holder  Rights Agreement between the Company and Finova
           Capital Corporation

10.5       Second Modification Agreement and Waiver of Defaults between the
           Company and Finova Capital Corporation dated June 25, 2001

10.6       Lease Modification Agreement between Cinema Ride Times Square, Inc.
           and Elizabeth Metromall LLC dated June 13, 2001


                                  -23-