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

                                   FORM 10-KSB

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

         For  the  Fiscal  Year  Ended  December  31,  1999

 [  ]    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.
                 ----------------------------------------------
                 (Name of small business issuer 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, including zip code)

Issuer's  telephone  number,  including  area  code:  (818)  761-1002

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:  None.

Securities  registered  pursuant  to  Section  12(g)  of  the  Act:
                          Common Stock, $0.08 par value
                    Redeemable Common Stock Purchase Warrants
                    -----------------------------------------
                                (Title of class)

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

          Check  if  disclosure  of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information  statements  incorporated  by  reference  in  Part  III of this Form
10-KSB  or  any  amendment  to  this  Form  10-KSB.  [  ]

    The  issuer's  revenues  for  the  fiscal year ended December 31, 1999 were
$2,457,607.

     The  aggregate  market  value  of  the  issuer's  common  stock  held  by
non-affiliates  of  the  Company  as  of  March  17,  2000,  was  $1,007,558.

     As  of March 17, 2000, the issuer had 779,823 shares of common stock issued
and  outstanding.

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

          Documents  incorporated  by  reference:  None.
                                      -1-
<PAGE>

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

     This  Annual  Report  on Form 10-KSB for the fiscal year ended December 31,
1999  contains  "forward-looking"  statements  within the meaning of the Federal
securities  laws.  These   forward-looking  statements  include,  among  others,
statements  concerning  the Company's expectations regarding its working capital
requirements,  its  business,  growth  prospects,  competition  and  results  of
operations,  and  other  statements  of  expectations, beliefs, future plans and
strategies,  anticipated  events  or  trends, and similar expressions concerning
matters  that  are  not historical facts.  The forward-looking statements in the
Annual  Report  on  Form  10-KSB for the fiscal year ended December 31, 1999 are
subject  to  risks  and  uncertainties that could cause actual results to differ
materially  from  those  results  expressed  in  or  implied  by  the statements
contained  herein.


                                     PART I.


ITEM  1.   DESCRIPTION  OF  BUSINESS

Overview:

     Cinema  Ride,  Inc.  (the  "Company") was incorporated in Delaware in April
1993.  Unless  the context otherwise requires, references to the Company in this
report  refer  to Cinema Ride, Inc. and its subsidiaries.  The Company is in the
business  of  developing  and  operating  rides  consisting  of motion simulator
attractions   that   combine   projected   three-dimensional   action  films  of
approximately    four   minutes    in    duration    with   computer-controlled,
hydraulically-mobilized seating platforms that are programmed to move in concert
with  the  on-screen  action.  Each attraction is designed to provide the viewer
with a realistic feeling of being a participant in the action on the screen.  To
date,  the  Company  has  completed  construction  and  installation   of   five
facilities.  The  first facility (the "Las Vegas Facility") commenced operations
in  October  1994 and is located in the Forum Shops at Caesar's Palace Hotel and
Casino (the "Forum Shops"), a high traffic tourist mall located between Caesar's
Palace  Hotel  and Casino and the Mirage Hotel in Las Vegas, Nevada.  The second
facility (the "West Edmonton Mall Facility") commenced operations in August 1995
and  is  located in the West Edmonton Mall, Alberta, Canada.  The third facility
(the  "Times  Square  Facility")  commenced operations in September 1996 and was
located  in  Times Square in New York City, New York.  The Times Square Facility
was  closed  during  January 1998.  The fourth facility (the "Atlanta Facility")
commenced  operations in September 1998 as a joint venture with Dave & Buster's,
Inc.  and  is  located in Atlanta, Georgia.  The fifth facility (the "New Jersey
Facility")  commenced  operations  in  January 2000 and is located in the Jersey
Gardens  Mall  in  Elizabeth,  New  Jersey,  near Newark Airport.  The Company's
executive  offices  are  located  in  Studio  City,  California.

Equipment  and  Technology:

     Each  of  the  Company's rides is comprised of two basic elements, a motion
simulator,  which consists of an enclosed seating platform and related equipment
and  computer  programming,  and  the  3-D  films  viewed  by  audiences  in the
simulator.

     Simulators:

The  Company  utilizes  a simulator that is both space and cost efficient.  Each
simulator  includes  an  enclosed  capsule  with 15 seats in which audiences are
seated during a given ride.  Inside the capsule, each seat faces a screen at the
front of the capsule onto which the ride film is projected.  Company attractions
consists  of  one  or more capsules, the number of which varies depending on the
size  and  desired  seating  capacity  of  a particular location.  The Las Vegas
Facility consists of four capsules, the New Jersey consists of two capsules, and
the  West  Edmonton  Mall  Facility and the Atlanta Facility each consist of one
capsule.

     Capsules  are mounted on top of a motion base consisting of six independent
hydraulic   cylinders   that  control  the  movement of the attached

                                      -2-
<PAGE>

capsule.  The motion   bases   allow   an  audience  to  experience  a full  six
degrees of motion (pitch,  roll, heave, yaw, surge and sway). Through the use of
the motion base, capsules have  a maximum range of motion  of  approximately six
feet. The motion bases used by the  Company were constructed by  a  manufacturer
of military and commercial  flight simulators which  is  now  out  of  business.
This has not been a problem  for  the  Company,  since  replacement  parts   are
available from  other  sources  and  the  motion  bases  are  being manufactured
by  another company.

     Each  simulator  combines  the  motion  base  and  capsule  with  two video
projectors  and  audio  systems  which  provide  a visual and audio presentation
without  the  degeneration  of  picture and sound that is common to film formats
under  heavy  usage.  In  addition,  the  use  of laser disk players enables the
Company  to  avoid delays associated with rewinding traditional film and enables
the  Company  to  change  entire presentations with the push of a single button.
The  projection  equipment used by the Company is capable of projecting both 3-D
and  standard  ride  films.

     All  of the mechanical equipment comprising the simulator is coordinated by
a  computer  system.  A time code is added to each laser disk in order to enable
the  film  data  to  correspond  with  the movement of the motion bases.  As the
projectors receive the film and sound data from the laser disks, the simulator's
computer  receives  the time code, which enables the computer to synchronize the
filmed  action  with  the  movement of the motion bases and the operation of the
wind  machines.

     The  equipment  utilized  by  the  Company  contains  relatively   standard
hydraulic  components  that  are  readily  available through various vendors and
suppliers.  Should  the  need arise, the Company believes that other vendors are
available  that  could  manufacture  and  maintain  its equipment.  In addition,
because  each  simulator  is completely independent of the other simulators in a
given  location, the Company is able to perform routine maintenance and make any
necessary  repairs to simulator equipment without hindering the operation of the
entire  attraction  at  a  facility  that  has  more  than  one  capsule.

     3-D  Films:

     Each of the Company's attractions utilizes 3-D technology in the exhibition
of  ride  films.  This  3-D technology creates the illusion of three-dimensional
images.  The  technology  involves  the  filming  and simultaneous projection of
images  that are slightly offset from each other which, when viewed with special
polarized  glasses, create an illusion of depth and off-screen effects which are
not  possible  with  traditional 2-D filmed entertainment.  On January 12, 1999,
the  Company  was  granted  Patent No. 5,857,917 by the United States Patent and
Trademark  Office  for  3-D  video  projected  motion  simulator  rides.

     As  of  December 31, 1999, the Company had completed production of six ride
films  for  exhibition  in  its attractions.  The Company produces ride films by
contracting  with  independent  film  production  companies.

     The  typical  ride  film lasts approximately four minutes.  Each capsule is
able  to feature approximately nine to twelve attractions per hour.  The Company
does  not anticipate that any of its attractions will operate at or near maximum
capacity.

Facility  Operations:

     The  Company  currently generates virtually all of its income from the sale
of  ride  tickets.  Customers purchase ride tickets at a ticket booth.  Prior to
the  showing,  ticket  holders are led through an entry area where their tickets
are  taken  and they are handed 3-D glasses and led into a pre-show area.  While
the  previous  audience  is  inside  the  capsule  viewing the ride film, ticket
holders  in  the  pre-show  area watch a short film on a video monitor outlining
safety  instructions  and  other  information  regarding  the  ride.

     Once  the  previous showing has been completed, ticket holders are led into
the  capsule.  Each  seat in the capsule has a safety belt that audience members
are  required  to  wear for the duration of the ride film.  The audience and the
area  surrounding  the  capsule  are  monitored  via  video  cameras by the ride
operator  during  each   showing  for  the  safety  of  audience  members.  Upon

                                      -3-
<PAGE>

completion  of  the ride film, audiences exit back into the lobby area where the
3-D  glasses  are  deposited  into  a  return  basket  for  cleaning.

     The  hours  of  operation for all of the Company's facilities are generally
from 11:00 a.m. to 11:30 p.m.  The average price per show is generally less than
$5.00  due to the Company's practice of selling multiple features per ticket and
the  use  of  coupons  and  other  promotional  discounts.

Joint  Venture:

     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 Dave & Buster's, Inc. facility in Atlanta, Georgia.  Dave & Buster's,
Inc.  was  responsible  for providing the space in its Atlanta, Georgia facility
and  preparing  the  premises for installation.  The Company was responsible for
the  transportation and installation of its equipment.  The theater installation
was  completed  and became operational on September 14, 1998.  The joint venture
agreement  can  be terminated by either party prior to the end of the three-year
period  if,  among  other  things,  certain  revenue and cash flow goals are not
achieved.

Sale  of  Systems  to  Third  Party  Operators:

     The  Company  may  pursue  customers  for  the sale or joint venture of its
simulator systems.  The Company also may lease its film library to buyers of its
simulator systems, as well as others, for an annual fee based on a percentage of
gross  revenues  generated  by  the  sold capsules with a minimum rental fee due
annually.  There  can be no assurance that the Company will be successful in its
efforts  to  sell  its  capsules  to  third  party  operators.

Competition:

     The  Company  faces intense competition in the development and marketing of
attractions.  Such  competition extends to gaining access to desirable locations
for  attractions,  as  well  as to selling or leasing simulators and ride films.
Iwerks Entertainment, Inc. and Showscan Corporation, as well as other companies,
develop  and  market  simulators  that  compete  with the simulators and related
filmed  entertainment  developed  and  marketed  by  the Company.  Many of these
corporations have greater financial and marketing resources than the Company and
have  established  reputations  for  success in the development and marketing of
products that are competitive with those of the Company.  In addition, there are
no  significant barriers to entry that would prevent additional competitors from
competing  with the Company in the development and operation of attractions on a
site-by-site  basis.

     The Company also competes with existing motion simulators on a site-by-site
basis.  The  Company  is aware of several competing motion simulator attractions
currently  existing  in  the  vicinity  of  its  facilities,  including a motion
simulator  attraction  developed  by  Caesar's Palace Hotel and Casino with IMAX
Corporation  which  was  opened during December 1997 in the new expansion of the
Forum Shops.  In addition, the Excalibur Hotel in Las Vegas has a simulator ride
facility  that has been operational for many years.  The Hilton Hotel Casino and
the  Luxor  Hotel  and  Casino  in Las Vegas offer motion simulator attractions.
Other  hotels  or  theme  parks  in Las Vegas may also acquire or develop motion
simulator  attractions, including such major new hotels such as the Mandalay Bay
and  the  Venetian.  The Company also competes for customers to some extent with
theme  parks,  traditional motion pictures and other forms of filmed or computer
entertainment.  Similarly,  the  West  Edmonton  Mall  Facility  competes  with
existing  motion  simulators  within  the  West  Edmonton  Mall.  The New Jersey
Facility has no motion simulator competition within the immediate vicinity.  The
Company's   attractions   compete   with  other  attractions  and  entertainment
alternatives  in  a  given region on the basis of location, price and content of
its  ride  films.

     The  Company  believes  that  the  real estate experience of its management
assists  it  in  effectively  competing  in  locating  and  acquiring  favorable
locations  for  its  attractions.  In  addition,  the  Company believes that the
compact size and realistic motion capabilities of its simulators, as well as the
unique  and entertaining thematic elements and effects of its ride films, enable
it  to  effectively  compete  for  customers with regard to the marketing of its
attractions.

                                      -4-
<PAGE>

Seasonality:

     Because  of  the seasonal nature of tourist traffic, attendance patterns at
attractions  may  vary.  The degree of this seasonality varies among attractions
depending  on  the  nature  of  tourist  and  local  traffic patterns at a given
location  as  well  as  the  nature  of  entertainment alternatives available to
audiences.  Attendance  at  the  Company's  facilities  is  highest  during June
through  August (the height of the tourist season) and lowest during January and
February.  The  West  Edmonton  Mall Facility is more effected by seasonality as
compared  to the Las Vegas Facility due to the extreme weather conditions during
the  winter  months  in  Alberta,  Canada.  The  revenues  generated during peak
tourist  periods  have  a  significant  impact   on  the  Company's  results  of
operations.

Trademarks,  Copyrights  and  Patents:

     On  January  12,  1999, the Company was granted Patent No. 5,857,917 by the
United  States  Patent  and  Trademark  Office  for  3-D  video projected motion
simulator  rides.  However,  there  can be no assurance that the Company will be
able  to  utilize  this  patent  to  prevent competitors from developing similar
simulator  systems.

     During  1996,  the  Company  obtained  a  trademark for "Cinema Ride" and a
trademark  for  "Ride Guy".  In addition, the Company holds copyright protection
for  each  of  the  ride films owned by the Company.  While the Company believes
that  patent,  copyright and other protection is desirable, the Company believes
that they are less significant to the Company's success than factors such as the
location  and  marketing  of  attractions  and  the production or acquisition of
entertaining  ride  films.

Insurance:

     The Company maintains insurance coverage that it believes provides adequate
coverage  for  all  of  its  current  operations.  The  Company  also  maintains
$1,000,000  "key-man"  life  insurance  on  the life of Mitchell J. Francis, its
President  and  Chief  Executive  Officer,  as  to which the Company is the sole
beneficiary.

Governmental  Regulations:

     The  Company  is subject to certain governmental regulations that establish
standards  for  the design, construction, installation, alteration, maintenance,
operation  and  inspection of amusement rides such as the Company's attractions.
The  Company is in compliance with such standards and has obtained all necessary
permits  and  approvals.

Employees:

     As  of  March  17,  2000,  the Company had three full-time employees at its
corporate  offices  (including  its  officers),  18  employees  at its Las Vegas
Facility, five employees at its West Edmonton Mall Facility, and seven employees
at  its  New  Jersey  Facility.  Employees at the ride locations consist of both
full-time  and  part-time employees.  Should the Company add new facilities, the
Company  expects  to  hire  additional  employees  to manage and operate the new
facilities.  The  Company's  employees  are  not represented by any unions.  The
Company  believes  that  its  relations  with  its  employees  are satisfactory.


ITEM  2.   DESCRIPTION  OF  PROPERTY

Las  Vegas  Facility:

     In  October  1993, the Company entered into a lease agreement for a site in
the  Forum  Shops  adjacent  to Caesar's Palace Hotel and Casino that houses the
Company's  Las  Vegas  Facility.  The  Las Vegas Facility lease has a term of 10
years  through July 2004, with an option to extend the term of the lease for one
additional  five-year  period.

                                      -5-
<PAGE>

     The  lease  for  the  Las  Vegas Facility granted the Company the exclusive
right  to  operate  a  motion  simulator attraction within the Forum Shops mall.
However,  pursuant to a December 1995 amendment to the lease between the Company
and  the  lessor  of the Forum Shops, the Company agreed to waive, on a one-time
only  basis,  its exclusive right within the Forum Shops mall to permit a themed
simulator  attraction  to  be  located  in  the  mall  in  exchange  for several
concessions  from  the  landlord.  An  IMAX  Simulator Theater was opened in the
Forum  Shops  mall  during  December  1997.

West  Edmonton  Mall  Facility:

     During  July  1995,  the  Company, through its wholly-owned Alberta, Canada
subsidiary,  Cinema  Ride  Edmonton,  Inc.,  entered  into  a lease agreement to
install and operate one capsule in the West Edmonton Mall, Alberta, Canada.  The
lease  agreement  has  a term of five years through June 2000, with an option to
extend  the  term  of  the  lease  for  one  additional  five-year  period.

     The West Edmonton Mall consists of 5,200,000 square feet of rentable space,
combining  recreation, entertainment and retail shops.  The mall also includes a
360  room  hotel, a gambling casino, several restaurants, an ice skating ring, a
dolphin  show,  a  water  park,  20 aquariums, a miniature golf course, a roller
coaster,  and  two  motion simulators.  The Company's facility is located within
the food court of the mall, thus capitalizing on the traffic that the food court
generates,  especially  in  the  high  tourist  season.

     The West Edmonton Mall completed an expansion project in 1999 that included
an  entertainment  center and an IMAX Theater.  Management is unable to estimate
the  effect,  if any, that such additional entertainment facilities will have on
its  West  Edmonton  Mall  Facility's  operations.

New  Jersey  Facility:

     During  October  1999,  the  Company,  through  its  wholly-owned  New York
subsidiary,  Cinema  Ride  Times Square, Inc., entered into a lease agreement to
install  and  operate  two  capsules  in the Jersey Gardens Mall, Elizabeth, New
Jersey.  The  New Jersey Facility lease has a term of five years through January
2005,  with  an  option  to  extend  the  term  of  the lease for one additional
five-year period.  The Company opened this facility in January 2000.  The Jersey
Gardens  Mall  consists  of  1,500,000  square feet of rentable space, combining
factory  outlet  shops  and  entertainment,  and is located near Newark Airport.

Corporate  Offices:

     The Company leases office space in Studio City, California as its corporate
headquarters.  The  lease is for a period of five years expiring June 2000, with
an  option to extend the term of the lease for one additional three-year period.
The  monthly  rent  is  currently  $5,639.


ITEM  3.   LEGAL  PROCEEDINGS

     From  time  to  time,  the Company is involved in litigation arising in the
ordinary  course  of  business.  In  the  opinion  of  management,  the ultimate
disposition  of  these  matters  will  not have a material adverse effect on the
Company's  consolidated financial position, results of operations or cash flows.


ITEM  4.   SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

     No  matters  were  submitted  to  a  vote of the Company's security holders
during  the  fourth  quarter  of  the  fiscal  year  ended  December  31,  1999.

                                      -6-
<PAGE>



     PART  II.


ITEM  5.   MARKET  FOR  COMMON  EQUITY  AND  RELATED  STOCKHOLDER  MATTERS

     Since  March  12,  1998, the common stock of the Company has been traded on
the  OTC  Bulletin  Board  under the symbol "MOVE".  From September 1994 through
March  11,  1998,  the  Company's common stock was traded on the Nasdaq SmallCap
Market.  The Company's common stock was delisted from the Nasdaq SmallCap Market
on  March 11, 1998 for failure to maintain compliance with the minimum bid price
and  market  value of public float requirements.  The following table sets forth
the  range  of  reported closing bid prices of the Company's common stock during
the  periods  indicated.  Such  quotations  reflect  prices  between  dealers in
securities  and  do not include any retail mark-up, mark-down or commission, and
may  not  necessarily  represent actual transactions.  The information set forth
below  reflects  the  one-for-eight  reverse stock split effective May 29, 1998.
The  information  set  forth  below  was  obtained  from  America  Online,  Inc.

<TABLE>
<CAPTION>



                                              High       Low
                                             ------     ------
<S>                                        <C>        <C>
Fiscal Year Ended December 31, 1998:
-----------------------------------

Three months ended -

March 31, 1998. . . . . . . . . . . . . .  $    1.20  $    0.50

June 30, 1998 . . . . . . . . . . . . . .       1.00       0.50

September 30, 1998. . . . . . . . . . . .       0.69       0.19

December 31, 1998 . . . . . . . . . . . .       0.14       0.13


Fiscal Year Ended December 31, 1999:
-----------------------------------

Three months ended -

March 31, 1999 . . . . . . . . . . .            0.25       0.06

June 30, 1999. . . . . . . . . . . .            0.38       0.12

September 30, 1999 . . . . . . . . .            0.13       0.13

December 31, 1999. . . . . . . . . .            0.44       0.13
</TABLE>



     As  of  March  17, 2000, the Company had 204 common shareholders of record,
excluding  shares  held in street name by brokerage firms and other nominees who
hold  shares  for  multiple  investors.  The  Company  estimates  that  it  had
approximately   1,100 beneficial  common  shareholders  as  of  March  17, 2000

     Holders  of  common stock are entitled to receive dividends if, as and when
declared  by  the  Board  of  Directors out of funds legally available therefor,
subject  to  the dividend and liquidation rights of any preferred stock that may
be  issued  and  outstanding.  The  Company  has  not paid cash dividends on its
common  stock  and  has  no  present  intention  of paying cash dividends in the
foreseeable  future.  It  is  the  present  policy  of the Board of Directors to
retain  all  earnings  to  provide  for the future growth and development of the
Company's  business  operations.

     During January 1998, the Company issued 6,474 shares of common stock to its
then  Chief  Financial  Officer  with  an  aggregate  fair  value  of  $3,107.

     During  the  year ended December 31, 1998, the Company issued stock options
to  its  directors to purchase an aggregate of 2,500 shares of common stock with
an  exercise  price  of  $0.39  per  share.

                                      -7-
<PAGE>

     During  the  year ended December 31, 1998, the Company issued stock options
to  various  employees  to purchase an aggregate of 3,000 shares of common stock
with  an  exercise  price  of  $0.40  per  share.

     During  the  year ended December 31, 1998, the Company issued stock options
to its Chief Executive Officer to purchase 25,000 shares of common stock with an
exercise  price  of  $0.25  per  share.

     During the year ended December 31, 1999, the Company issued 6,473 shares of
common stock to its then Chief Financial Officer with an aggregate fair value of
$809.

     During the year ended December 31, 1999, the Company issued warrants to its
Chief  Executive  Officer  to  purchase 1,538,461 shares of common stock with an
exercise  price  of  $0.13  per  share.

     During  the  year ended December 31, 1999, the Company issued stock options
to  its  directors to purchase an aggregate of 2,500 shares of common stock with
an  exercise  price  of  $0.38  per  share.

     The shares of common stock, 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  recipients.


ITEM  6.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATION

Overview:

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

Going  Concern:

     The  accompanying  consolidated  financial  statements  have  been prepared
assuming  that  the Company will continue as a going concern, which contemplates
the  realization  of  assets  and  the satisfaction of liabilities in the normal
course of business.  The carrying amounts of assets and liabilities presented in
the  accompanying  consolidated financial statements do not purport to represent
the  realizable  or  settlement  values.  The  Company  has  suffered  recurring
operating losses and had a working capital deficit at December 31, 1999 that has
impaired  its  ability to obtain additional outside financing.    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  intends  to  manage  its  short-term  liquidity concerns
through  a  modified  financing arrangement with its Lender and borrowings under
its  line of credit provided by its Chief Executive Officer, as described below.
The  Company believes that its previous efforts to operate more efficiently will
result  in  reduced  expenses  and  improved operating cash flows in the future.
Management  believes  that  these  previous  efforts, combined with the modified
financing  arrangement  with  the  Lender and the line of credit provided by the
Chief  Executive  Officer,  will  be  adequate to fund operations as well as the
costs  associated  with  the  New  Jersey  Facility.  However,  there  can be no
assurances  that  the  Company will be able to realize any benefit from improved
operating  efficiencies  that  will  result  in  increased operating cash flows.

     The  Company  is  also continuing its efforts to secure working capital for
operations, expansion and possible acquisitions, mergers or joint ventures.  The
Company  is  also considering a wide range of other business opportunities, some
of  which  are  unrelated to the Company's current business activities and could
result  in  a change in control of the Company.  There can be no assurances that
the  Company  will  be  able to secure the working capital necessary to fund any
future  business  endeavor  on  a timely basis and/or under acceptable terms and
conditions.

Results  of  Operations:

                                      -8-
<PAGE>

Years  Ended  December  31,  1999  and  1998  -

     Revenues increased by $79,933 or 3.4% to $2,457,607 in 1999 from $2,377,674
in  1998.  Included  in  1998 revenues is approximately $70,000 of revenues from
the  Times  Square  Facility prior to its closure in January 1998. However, as a
result of new marketing programs implemented during 1999, the Las Vegas Facility
generated a sufficient increase in revenues in 1999 to more than offset the loss
of  revenues  from  the  closure  of  the  Times  Square  Facility.

     Equity  in  net income of joint venture was $48,403 in 1999, as compared to
$5,578  in  1998.  The  joint  venture  with  Dave  &  Buster's,  Inc. commenced
operations  in  September  1998  (see  "ITEM  1. DESCRIPTION OF BUSINESS - Joint
Venture").

     Selling,  general and administrative expenses were essentially unchanged in
1999  as  compared  to  1998.  Selling, general and administrative expenses were
$2,309,862  in  1999  as  compared  to $2,308,453 in 1998.  Included in selling,
general  and  administrative  expenses  in  1999  were $38,311 of start-up costs
related  to  the  New  Jersey  Facility.

     Depreciation  and  amortization decreased by 17.2% or $104,427, to $502,529
in  1999  from  $606,956  in  1998,  primarily  as  a result of depreciation and
amortization  related  to the Times Square Facility, which was closed in January
1998.

     Interest  expense  decreased  by $27,111 or 11.9%, to $200,893 in 1999 from
$228,004  in  1998,  primarily  as  a  result  of a reduction in the outstanding
principal  balance  on  the  note  payable  to  lender  and  a  reduction in the
outstanding  balance  of  capital  lease  obligations.

     As consideration for providing a line of credit to the Company, the Company
granted  the  Chief  Executive  Officer warrants to purchase 1,538,461 shares of
common  stock  at an exercise price of $0.13 per share, the fair market value on
the date of the agreement, expiring on February 2, 2002.  The Company calculated
the fair value of the warrants issued to the Chief Executive Officer on the date
of  grant  using  the  Black-Scholes  option pricing model, and charged the fair
value  of  $64,620  to operations as a loan commitment fee during the year ended
December  31,  1999.

     During  1998,  the Company recorded a reserve for impairment of theater and
film  equipment  available  for  use  and  disposal  of $1,399,797, to provide a
reserve for excess equipment that the Company determined will not be used in its
operations  in  the  foreseeable  future.

     The  Company  recorded  an extraordinary item relating to a settlement with
vendors  of  $56,413  during  the  year  ended  December  31,  1998.

     The  Company recorded a net loss of $559,941 in 1999, as compared to a loss
of  $2,062,953  in  1998.

     As  of  December  31,  1999,  the  Company  had  Federal and California net
operating  loss  carryforwards  of  approximately  $6,833,987  and  $3,219,370,
respectively,  available to offset future Federal and California taxable income.
The  unused  net  operating loss carryforwards expire in various amounts through
2019  for  Federal  and  through  2004  for  California  state  purposes.

     Net  deferred  tax  assets of approximately $2,600,000 at December 31, 1999
resulting from net operating losses, tax credits and other temporary differences
have been offset by a 100% valuation allowance since management cannot determine
whether  it  is  more  likely  than  not  that  such  assets  will  be realized.


Liquidity  and  Capital  Resources:

     The  Company  utilized  cash  of $17,260 in operating activities during the
year  ended  December 31, 1999, as compared to utilizing cash of $369,569 during
the  year  ended  December  31,  1998,  excluding the collection of the $500,000
receivable  from  the  Times  Square landlord during the year ended December 31,

                                      -9-
<PAGE>

1998.  The  reduction  in  cash  utilized  in  operating  activities  in 1999 as
compared  to  1998  of  $352,309  was  primarily  a result of improved operating
results  and  a  reduction  in  cash  utilized  for accounts payable and accrued
expenses.  At  December  31,  1999,  the Company's cash and cash equivalents had
increased by $79,848, to $320,189, as compared to $240,341 at December 31, 1998.
As  a result, the Company had a working capital deficit of ($47,006) at December
31,  1999, as compared to a working capital deficit of ($72,319) at December 31,
1998,  resulting in current ratios of 0.88:1 and 0.81:1 at December 31, 1999 and
1998,  respectively.

     Net  cash provided by investing activities was $73,162 in 1999, as compared
to  net  cash  used in investing activities of $154,358 in 1998.  Dividends from
the  joint  venture  were  $110,697 in 1999, as compared to $8,041 in 1998.  The
Company  received  $85,000 as proceeds from the repayment of a loan to its Chief
Executive  Officer  in  1999,  as compared to providing a loan of $35,000 to its
Chief  Executive Officer in 1998.  The Company expended $122,535 in 1999 for the
purchase  of fixed assets, primarily with respect to the New Jersey Facility, as
compared  to  $18,662  in  1998 for the purchase of fixed assets and capitalized
film  production  costs.

     In  conjunction  with  the joint venture with Dave & Buster's, Inc., during
the year ended December 31, 1998, the Company incurred $95,924 in transportation
and  installation  costs  and  $367,683  in  equipment  costs.

     Net  cash provided by financing activities was $23,946 in 1999, as compared
to  net  cash  used  in  financing  activities  of  $441,362 in 1998.  Principal
payments on notes payable were $73,722 in 1999, as compared to $334,241 in 1998.
Principal  payments  on  capital  lease  obligations  were  $22,332  in 1999, as
compared  to  $107,121  in  1998.  During  November  1999,  the Company borrowed
$120,000  from  its Chief Executive Officer under the line of credit arranged in
February  1999.  The  Company  also  financed  the  acquisition  of fixed assets
aggregating  $65,384  for  the  New  Jersey  Facility  through  capital  lease
obligations  in  1999.

     During  1997,  1998 and 1999, the Company relied on the proceeds from loans
and  capital leases to provide the resources necessary to develop its facilities
and  ride films and to operate its business.  The Company funded the acquisition
of  fixed  assets in conjunction with the development of its New Jersey Facility
through the $120,000 line of credit provided by the Chief Executive Officer.  As
of  December  31,  1999,  the  Company  did  not  have  any  capital expenditure
commitments.  However,  the  Company  incurred approximately $85,000 of start-up
costs  in  January  2000  in  conjunction  with  the  New  Jersey  Facility.

     The  Company  generates  the  majority  of  its revenues from the Las Vegas
Facility.  In  connection  with  the  December  1995  amendment to the Las Vegas
Facility  lease,  the  Company waived, on a one-time only basis, its exclusivity
right  within  the  Forum  Shops at Caesar's Palace Hotel and Casino to allow an
IMAX  Simulator  Theater  to  be installed within the Forum Shops.  However, the
Company obtained the right to terminate its lease if the Company's sales for any
full  lease year after the opening of the IMAX Simulator Theater do not equal or
exceed  $2,000,000,  and  in return the landlord obtained the right to terminate
the  lease  if  sales for any full lease year do not equal or exceed $1,500,000.
The  IMAX  Simulator  Theater  opened during December 1997.  Management does not
believe that the Company has experienced any significant decrease in revenues at
its Las Vegas Facility subsequent to that date as a result of the opening of the
IMAX  Simulator  Theater.  However,  there can be no assurances that revenues in
subsequent  years  at  the Las Vegas Facility will not decrease below $1,500,000
annually  and  that  the  landlord  will  not  terminate  the  lease.

     On  December  31,  1996,  the  Company completed a financing agreement with
Finova  Technology  Finance,  Inc. (the "Lender") 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 was
$1,575,027,  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  loan  bears  interest at an annual rate of

                                      -10-
<PAGE>

15.7%.  The financing agreement requires the Company to repurchase the equipment
at  the  end  of  the lease for $1.00.  The balance of the loan was $830,149 and
$894,235  at  December  31,  1999  and  1998,  respectively.

      On  February  2,  1999, the Company entered into a loan agreement with the
Company's Chief Executive Officer.  The loan agreement amended outstanding notes
receivable,  including  accrued  interest,  of  approximately  $90,000 from such
officer  so as to grant the Company the right to demand repayment within 90 days
of a written request.  In addition, the loan agreement included a line of credit
of  $120,000  from the Chief Executive Officer that expires on February 2, 2002,
with  interest  at  12%  per  annum, which is secured by a lien on the Company's
assets.  As  consideration for providing the line of credit, the Company granted
the  Chief  Executive  Officer  warrants  to purchase 1,538,461 shares of common
stock at an exercise price of $0.13 per share, the fair market value on the date
of  the  agreement, expiring on February 2, 2002.  Pursuant to this amended loan
agreement,  during  November 1999, the Chief Executive Officer repaid $85,000 of
his notes receivable, consisting of principal of $75,000 and accrued interest of
$10,000,  and  the  Company borrowed $120,000 from him under the line of credit.

Company  Outlook:

     Identification  and  Development  of  New  Sites  for  Attractions:

     Subject  to  the  availability of operating capital, the Company intends to
seek  additional locations for attractions.  The Company intends to target sites
for  its  attractions  which  are  in  large  metropolitan areas or which are at
tourist  destinations that attract more than three million persons per year. The
Company's objective is to lease high-profile, high-traffic space at a reasonable
cost  in  areas with a large number of permanent residents and which do not have
extreme  seasonal  attendance  patterns,   and   which  are  at  or  near  other
complementary  tourist  attractions.

     The  Company believes that each new attraction will take approximately four
to six months from lease execution to commencement of operations.  Total cost of
developing  new  attractions,  including  construction,  fixtures, equipment and
start-up  costs after completion are estimated to be at least $400,000 per site.
These  costs  will  vary  depending on the leased space, the scope of any tenant
improvements  required to be performed by the Company in connection with leasing
a  given  location and the number of theaters installed, as well as the size and
location  of  the  planned attraction.  In addition to the cost of the equipment
necessary  to establish a new attraction location, the Company estimates that it
will  add  approximately ten employees per each additional location that it owns
and  operates.  There  can  be  no  assurances  that the Company will be able to
locate  acceptable  new sites in which to establish new attractions, or that the
Company  will  be  able  to  fund  the  development of any new sites that it may
select.

     The  Company  currently  owns two remaining capsules that it intends to use
exclusively for spare parts.  Accordingly, the Company expects that any new ride
sites  would  therefore  be  based  on  newly-developed  ride  technology.

     Joint  Venture  Efforts:

     In  order  to  reduce  the  out-of-pocket  costs  in  the  development  of
attractions, the Company will also continue to pursue joint venture arrangements
with  property owners and businesses that want to operate their own attractions.
The  Company and its joint venture partner would split the profits, if any, from
the  attraction  based  on  negotiated terms.  Joint ventures with third parties
would provide the Company with an additional source of revenues and profits with
less  risk  and  capital investment than is associated with owning and operating
systems.

Year  2000  Issue:

     The  Year  2000  Issue results from the fact that certain computer programs
have  been  written  using  two  digits  rather  than  four digits to define the
applicable year.  Computer programs that have sensitive software may recognize a
date  using  "00" as the year 1900 rather than the year 2000.  This could result
in  a  system  failure  or  miscalculations  causing  disruptions of

                                      -11-
<PAGE>

operations, including,  among  other  things, a temporary inability to process
transactions, sell  tickets  or  engage  in similar normal business activities.

     As  of  December  31,  1999,  the  Company  had  completed  any  required
modifications to its software to ensure that its software systems were Year 2000
compliant.  The  cost  of  such  modifications  was  not  material.

     Since the date rollover on January 1, 2000, the Company has not experienced
any material adverse effect from the Year 2000 Issue.  While the primary risk to
the  Company  with respect to the Year 2000 Issue continues to be the ability of
third parties to provide goods and services in a timely and accurate manner, the
Company  has  not  experienced  any  such  disruption  to  date.
The  Company  does  not expect any remaining risks with respect to the Year 2000
Issue  to  have  a  material  adverse  effect  on  the  Company.


ITEM  7.   FINANCIAL  STATEMENTS

     The  consolidated  financial  statements  are  listed  at  the  "Index  to
Consolidated  Financial  Statements"  elsewhere  in  this  document.


ITEM  8.   CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING AND
           FINANCIAL  DISCLOSURE

      None.

                                      -12-
<PAGE>

                                    PART III.


ITEM  9.   DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
          COMPLIANCE  WITH  SECTION  16(a)  OF  THE  EXCHANGE  ACT

      The following table and text set forth the names and ages of all directors
and  executive  officers  of  the  Company  as  of March 17, 2000.  The Board of
Directors is comprised of only one class.  All of the directors will serve until
the  next  annual meeting of stockholders and until their successors are elected
and qualified, or until their earlier death, retirement, resignation or removal.
There  are no family relationships among directors and executive officers.  Also
provided  is a brief description of the business experience of each director and
executive  officer during the past five years and an indication of directorships
held  by  each director in other companies subject to the reporting requirements
under  the  Federal  securities  laws.

Name                   Age     Position(s)
----                   ---     -----------

Mitchell  J.  Francis    44      Chairman  of the Board of Directors, President,
                                 Chief  Executive  Officer  and  Chief Financial
                                 Officer

Benjamin  Frankel        64      Director

Norman  Feirstein        51      Director



Biographies  of  Directors  and  Executive  Officers:

Mitchell  J.  Francis.  Mr.  Francis  has  been  the  Chairman  of  the Board of
Directors  since June 1993, has been Chief Executive Officer and President since
the  Company's  inception  in  April  1993, and has been Chief Financial Officer
since March 1, 1999.  Prior to founding the Company, Mr. Francis was involved in
site  acquisition,  analysis, architectural design, construction, management and
marketing  of  numerous  residential  and  commercial  projects and has been the
general  partner  of  numerous real estate limited partnerships.  Mr. Francis is
also the President and principal shareholder of Francis Development Inc., a real
estate  development  company  that  he  founded  in  1981.

Benjamin  Frankel.  Mr.  Frankel  has been a director of the Company since March
17,  1995.  Mr.  Frankel is a certified public accountant and has been a partner
in  the  accountancy  firm  of Frankel, Lodgen, Lacher, Golditch & Sardi and its
predecessors  since  1965.

Norman  Feirstein.  Mr. Feirstein has been a director of the Company since March
17,  1995.  Mr.  Feirstein  practiced law as a sole practitioner from 1978 until
July  1993.  Since such time, Mr. Feirstein has practiced law as the Law Offices
of  Norman  Feirstein,  P.C.

Compliance  with  Section  16(a)  of  the  Securities  Exchange  Act of 1934, as
Amended:

     Section  16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's directors and executive officers and persons who own more than 10%
of a registered class of the Company's equity securities to file various reports
with  the  Securities  and Exchange Commission concerning their holdings of, and
transactions  in,  securities  of  the Company.  Copies of these filings must be
furnished  to  the  Company.

     Based  on a review of the copies of such forms furnished to the Company and
written representations from the Company's directors and executive officers, the
Company  believes  that  all  individual  filing  requirements applicable to the
Company's  directors  and  executive  officers  were complied with under Section
16(a) during 1999, except that Form 4's were not timely filed by Mr. Frankel and
Mr. Feirstein with respect to the issuance of director's stock options issued to
them  in  May  1999.

                                      -13-
<PAGE>

ITEM  10.  EXECUTIVE  COMPENSATION

      The  following  table  and text sets forth information with respect to the
compensation paid to the Chief Executive Officer and the other executive officer
of  the  Company  whose  total  compensation exceeded $100,000 during the fiscal
years  ended  December  31,  1997,  1998  and  1999.

<TABLE>
<CAPTION>
                          Summary Compensation Table

Name and
Principal                                        Other Annual    All Other
Position(s)               Year       Salary      Compensation    Compensation
-----------             -------     --------      ------------    ------------
<S>                     <C>        <C>           <C>             <C>
Mitchell J. Francis        1999      $216,216      $28,665 (2)      $64,620(8)
Chairman of the            1998       200,200       24,384 (3)
Board of Directors,        1997       177,330       22,934 (4)
President and Chief
Executive Officer

Toufic R. Bassil (1)       1999        23,328          809 (5)     69,984 (1)
Chief Financial            1998       129,600        3,107 (6)
Officer, Secretary         1997       125,000       19,000 (7)
and Treasurer

----------------------
<FN>
(1)  Mr. Bassil's  employment  as   an  officer   of  the  Company   terminated
     effective March 1, 1999, and in conjunction therewith, Mr. Bassil received
     a termination  payment  of  $69,984.
(2)  Includes $4,575 in disability insurance  premiums,  $12,569  in  automobile
     expense, $5,731 in life insurance premiums and  $5,790 in medical insurance
     premiums  paid  to  or  on  behalf  of  Mr.  Francis  in  1999.
(3)  Includes  $2,810 in  disability  insurance  premiums, $11,001 in automobile
     expense, $5,422 in life insurance premiums  and $5,151 in medical insurance
     premiums  paid  to  or  on  behalf  of  Mr.  Francis  in  1998.
(4)  Includes  $4,688  in  disability  insurance premiums, $11,073 in automobile
     expense, $2,409 in life insurance premiums  and $4,764 in medical insurance
     premiums  paid  to  or  on  behalf  of  Mr.  Francis  in  1997.
(5)  Represents   the value of 6,473 shares of common stock issued  to Mr. Basil
     during  1999.
(6)  Represents  the  value of 6,474  shares of common stock issued to Mr. Basil
     during  1998.
(7)  Represents   the   value   of   6,250  shares of common stock issued to Mr.
     Basil  during  1997.
(8)  Represents  the  value  of  warrants to purchase 1,538,461 shares of common
     stock at an exercise price of $0.13 per share, the fair market value on the
     date  of  issuance,  expiring  on  February  2,  2002.  The  warrants  were
     issued   as consideration  for  the  Chief  Executive  Officer  providing a
     $120,000  line  of  credit  to  the  Company  (see  "ITEM 6.  MANAGEMENT'S
     DISCUSSION AND ANALYSIS OR PLAN
     OF OPERATION - Liquidity and  Capital  Resources"  and  "ITEM  12.  CERTAIN
     RELATIONSHIPS  AND  RELATED  TRANSACTIONS").

</TABLE>



Board  of  Directors:

      During  the  year ended December 31, 1999, the Company had two meetings of
the Board of Directors.  Each director attended all of the meetings of the Board
of  Directors and all of the meetings of the committees on which he served.  For
serving  on  the  Board  of  Directors,  directors  who are not employees of the
Company  receive  $2,000  for  each  meeting  of  the  Board  of  Directors, and
reimbursement  for any expenses incurred in attending board meetings.  Directors
who  are employees of the Company receive no additional compensation for serving
on  the  Board  of  Directors.  The  non-employee  directors  are  eligible  to
participate  in  the  1995  Directors  Stock  Option  Plan.

      The  Company  does  not  have  a  nominating  committee  of  the  Board of
Directors,  or  any  committee  performing  similar functions.  The nominees for
election  as  a  director  are  selected  by  the  Board  of  Directors.

                                      -14-
<PAGE>
      The compensation committee of the Board of Directors consists of the three
directors  of  the  Company,  one  of  whom  is an employee of the Company.  The
compensation  committee reviews the performance of the executive officers of the
Company  and  reviews  the  compensation  programs  for key employees, including
salary  and  bonus  levels.

      The audit committee of the Board of Directors consists of Benjamin Frankel
and  Norman Feirstein, neither of whom is an employee of the Company.  The audit
committee reviews, acts on and reports to the Board of Directors with respect to
various  auditing  and  accounting  matters,  including  the  selection  of  the
Company's  independent  public  accountants, the scope of the annual audits, the
nature  of non-audit services, and the fees to be paid to the independent public
accountants,  the  performance  of the Company's independent public accountants,
and  the  accounting  practices  of  the  Company.

      The  stock option committee of the Board of Directors consists of Benjamin
Frankel  and  Norman  Feirstein,  neither of whom is an employee of the Company.
The  stock  option committee is responsible for the operation and administration
of  the  Company's  stock  option  plans,  including  the  grants  thereunder.

Employment  Agreements:

      Effective  September  1,  1997,  the  Company  entered  into  a three-year
employment  agreement  with  Mitchell J. Francis to serve as Chairman, President
and Chief Executive Officer.  The agreement provided for a base annual salary of
$195,000,  annual  increases  of 8%, annual bonuses based on 6% of the Company's
annual  earnings before interest, taxes, depreciation and amortization in excess
of  $500,000.  The  agreement  also  provided  for  the issuance of 37,500 stock
options,  with a current exercise price of $0.43 per share, through September 1,
2002,  and vesting in equal annual increments over the three years subsequent to
their  issuance.  The  agreement  provided  for  the  granting  of  additional
performance  stock  options  based on various occurrences such as opening of new
locations,  obtaining  additional  funds,  and attaining and maintaining certain
market  prices  for  the  Company's  common  stock.  During  September  1998, in
conjunction  with the opening of the Company's new facility in Atlanta, Georgia,
the  Company  granted  Mr.  Francis  a  bonus  in  the form of a stock option to
purchase  25,000  shares of common stock exercisable at the fair market value of
$0.25 per share for a period of five years.  During January 2000, in conjunction
with  the  opening  of  the Company's new facility in Elizabeth, New Jersey, the
Company  granted  Mr.  Francis a bonus in the form of a stock option to purchase
25,000  shares of common stock exercisable at the fair market value of $0.25 per
share  for  a  period  of  five  years.

      Effective  May  13,  1998,  the Company entered into a severance agreement
with  Mitchell  J.  Francis  that  provided  for  certain  compensation  to such
executive  officer in the event of a change in control of the Company.  The term
of  the  severance  agreement  is  through  June  30,  1999, at which time it is
automatically  extended  for  one year periods commencing on July 1, 1999 and on
each  subsequent July 1, unless the Company gives notice not later than December
31  of  the  preceding  year  that  it  does  not  wish  to extend the severance
agreement.  A change in control of the Company is defined as (a) the acquisition
by  any  person  or  entity  of  20%  or  more  of  the  Company's voting equity
securities,  (b)  a change in control of the Board of Directors, or (c) a merger
or  consolidation  of the Company with any other entity, unless the shareholders
of  the  Company  prior  to the merger or consolidation continue to represent at
least  80% of the combined voting power of the merged entity.  In the event of a
change  in  control,  among  other  compensation  and  benefits,  the  severance
agreement  entitles Mr. Francis to receive a severance payment of five times his
current  annual  salary  upon  his  termination  without  cause.

Stock  Option  Plans:

      In  June 1994, the Company adopted the Cinema Ride, Inc. Stock Option Plan
(the  "Option Plan"), under which stock options to purchase a maximum of 112,500
shares  of  common  stock of the Company may be issued pursuant to incentive and
non-qualified  stock  options  granted  to  officers,  employees,  directors and
consultants  of  the  Company.  The  Option Plan is administered by the Board of
Directors or, in the discretion of the Board of Directors, by a committee of not
less  than two individuals with authority to determine employees to whom options
will  be  granted,  the  timing  and  manner  of grants of options, the exercise
prices,  the  number  of  shares  covered  by  the  options,  the

                                      -15-
<PAGE>
terms  of  the  options, and all other determinations necessary or advisable for
administration  of  the  Option  Plan.

      The  purchase  price  for the shares subject to any incentive stock option
granted  under  the  Option  Plan shall not be less than 100% of the fair market
value  of the shares of common stock of the Company on the date of the option is
granted  (110%  for  stockholders  who  own  in excess of 10% of the outstanding
common  stock).  No  options  shall  be  exercisable  after  the earliest of the
following:  the  expiration  of  10  years after the date the option is granted;
three  months  after  the  date  the  optionee's  employment  with  the  Company
terminates  if  termination is for any reason other than permanent disability or
death;  or  one  year  after  the  date  the optionee's employment terminates if
termination  is  a  result  of  death  or  permanent  disability.  Unless sooner
terminated  by  the  Board of Directors, the Option Plan expires on December 31,
2003.

      In December 1995, the Company adopted the 1995 Directors Stock Option Plan
(the  "Directors  Plan"),  under  which  stock  options to purchase a maximum of
12,500  shares  of  common  stock  of  the Company may be issued to non-employee
directors  of  the  Company.  The  Directors  Plan  provides  that on the fourth
business day following each annual meeting of stockholders, each director who is
not  an employee of the Company automatically receives a non-statutory option to
purchase 1,250 shares at the fair market value on the date of grant. The Company
granted  Mr.  Frankel  and  Mr. Feirstein 1,250 options each under the Directors
Plan  during  1998  and  1999.

      All  stock  options  shown  below  reflect the one-for-eight reverse stock
split  effective  May  29,  1998.  On  June  18,  1998,  the  Board of Directors
cancelled  all  issued  and  outstanding stock options at that time and reissued
them  based on the then current fair market value of $0.39 per share, except for
the  Chief Executive Officer's stock options, which were repriced at 110% of the
then  current  fair  market  value,  or  $0.43  per  share.

      During  the  year ended December 31, 1999, no officers of the Company were
granted  stock  options  under  the  Option  Plan.

      A  summary  of  stock  options  issued  to the Company's officer under the
Option  Plan  as of December 31, 1999 is presented below.  No stock options were
exercised  during  1998  or  1999.


<TABLE>
<CAPTION>
                         Stock Option Value Table

                             Number of                        Value of
                             Shares of                      Unexercised
                           Common Stock                    in-the-Money
                            Underlying                   Stock Options at
                           Stock Options      Weighted   Fiscal Year-End (1)
                         ------------------   Exercise   -------------------
Name                     Unvested    Vested    Price     Unvested     Vested
----                     --------    ------    -----     --------     ------
<S>                      <C>        <C>       <C>        <C>         <C>
Mitchell J. Francis         9,167    86,021    $0.43      $  -       $   -
                            =====    ======                ======     ======
-------------------
<FN>
(1) The dollar values are calculated by determining the difference between the
    weighted average exercise price of the stock options and the market price
    for the common stock of $0.38 per share at December 31, 1999.
</TABLE>


ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

      As  used  in this section, the term beneficial ownership with respect to a
security  is defined by Rule 13d-3 under the Securities Exchange Act of 1934, as
amended,  as  consisting  of sole or shared voting power (including the power to
vote  or  direct the vote) and/or sole or shared investment power (including the
power  to  dispose of or direct the disposition of) with respect to the security
through  any  contract,  arrangement,  understanding, relationship or otherwise,
subject  to  community  property  laws  where  applicable.

                                      -16-
<PAGE>
 As of March 17, 2000, the Company had a total of 779,823 shares of common stock
issued  and  outstanding, which is the only issued and outstanding voting equity
security  of  the  Company.  All  common share amounts reflect the one-for-eight
reverse  stock  split  effective  May  29,  1998.

      The  following  table sets forth, as of March 17, 2000:  (a) the names and
addresses  of  each  beneficial  owner  of  more  than  five percent (5%) of the
Company's  common  stock  known  to  the Company, the number of shares of common
stock  beneficially  owned by each such person, and the percent of the Company's
common  stock  so  owned;  and  (b) the names and addresses of each director and
executive  officer, the number of shares of common stock beneficially owned, and
the  percentage of the Company's common stock so owned, by each such person, and
by  all  directors and executive officers of the Company as a group. Each person
has sole voting and investment power with respect to the shares of common stock,
except  as  otherwise  indicated.  Beneficial  ownership  consists  of  a direct
interest  in  the  shares  of  common  stock,  except  as  otherwise  indicated.

<TABLE>
<CAPTION>
                                                            Percent of
Name and Address             Amount and Nature of       Shares of Common
of Beneficial Owner          Beneficial Ownership       Stock Outstanding (2)
-------------------          --------------------       -----------------
<S>                          <C>                        <C>
Mitchell J. Francis (1)          1,826,767 (3)                   73.0%

Benjamin Frankel (1)                 8,750 (4)                    1.1%

Norman Feirstein (1)                 6,250 (5)                     .8%

All directors and
executive officers
as a group (3 persons)           1,841,767 (6)                   73.3%
----------------------
<FN>
(1)  The  address  of  each such person is c/o the Company, 12001 Ventura Place,
     Suite  340,  Studio  City,  California  91604.
(2)  The  calculation  is  based  on  the  number  of  shares  of  common  stock
     outstanding  on  March  17,  2000, plus, with respect to each named person,
     the  number  of  shares of common stock which the stockholder has the right
     to  acquire  upon  exercise  of  stock  options.
(3)  Includes  1,721,149  shares of common stock issuable upon exercise of stock
     options  and  warrants  granted  to  Mitchell  J.  Francis  (see "ITEM 10.)
     EXECUTIVE  COMPENSATION  -  Employment  Agreements"  and  "-  Stock  Option
     Plans"  and  "ITEM  12.  CERTAIN  RELATIONSHIPS AND RELATED TRANSACTIONS").
     Excludes  4,688  shares  of  common stock owned by Sandra Francis, the wife
     of  Mitchell  J.  Francis,  and  3,125 shares of common stock issuable upon
     exercise  of  options  granted  to  Mrs.  Francis,  as to which Mr. Francis
     disclaims  beneficial  ownership.
(4)  Includes  6,250  shares  of  common  stock  issuable upon exercise of stock
     options  granted  to  Mr.  Frankel.  Also  includes  2,500 shares of common
     stock  that  were  issued  to  the  accountancy  firm  of  Frankel, Lodgen,
     Lacher,  Golditch  &  Sardi in exchange for services rendered in 1994.  Mr.
     Frankel  is  a  partner in such firm, but disclaims beneficial ownership of
     such  shares.
(5)  Includes  6,250  shares  of  common  stock  issuable upon exercise of stock
     options  granted  to  Mr.  Feirstein.
(6)  Includes  1,733,649  shares of common stock issuable upon exercise of stock
     options.
</TABLE>

Changes  in  Control:

      The Company is unaware of any contract or other arrangement, the operation
of  which may at a subsequent date result in a change in control of the Company.


ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

      During  the  year ended December 31, 1995, the Company made a $50,000 loan
to  the  Company's  Chief  Executive Officer, Mitchell J. Francis, with interest

                                      -17-
<PAGE>
at  8%  per  annum.  The maturity date of the loan was originally June 30, 1998,
but  was  extended  during  1998  to  June 30, 2001.  The note is secured by the
greater  of  5,000  shares of common stock or the number of shares equivalent to
the  unpaid  value  of  the  note.  On  January  29,  1998,  the Company made an
additional  $35,000  loan  to the Chief Executive Officer, with interest at 8.5%
per  annum.  This  loan  was  due  on the earlier of June 30, 2001 or six months
after  the  Chief Executive Officer ceases to be an employee of the Company, and
was  secured  by  shares  of  common stock equivalent to the unpaid value of the
note.  The  Chief  Executive  Officer  made  principal repayments of $5,000 each
during  1996  and  1997.  As of December 31, 1998, the amount due from the Chief
Executive  Officer in connection with these loans aggregated $89,631, consisting
of  principal of $75,000 and accrued interest of $14,631.  During November 1999,
the  Chief  Executive  Officer repaid $85,000 of the loan balance, consisting of
principal  of $75,000 and accrued interest of $10,000.  As of December 31, 1999,
the  remaining accrued interest due from the Chief Executive Officer was $8,069.

      During  the  years  ended  December  31, 1998 and 1999, the Company issued
6,474  shares  and  6,473  shares  of  common  stock, respectively, to Toufic R.
Bassil,  its then Chief Financial Officer, and recorded the fair market value of
the  shares  of  $3,107  and  $809,  respectively,  as  compensation  expense.

      On  February  2,  1999, the Company entered into a loan agreement with its
Chief  Executive  Officer,  Mitchell  J.  Francis.  The  loan  agreement amended
outstanding  notes  receivable,  including  accrued  interest,  of approximately
$90,000  from  such  officer  so  as  to  grant  the Company the right to demand
repayment  within 90 days of a written request.  In addition, the loan agreement
included  a  line  of  credit  of $120,000 from the Chief Executive Officer that
expires on February 2, 2002, with interest at 12% per annum, which is secured by
a  lien  on  the  Company's  assets.  As consideration for providing the line of
credit, the Company has granted the Chief Executive Officer warrants to purchase
1,538,461  shares  of  common stock at an exercise price of $0.13 per share, the
fair  market  value  on the date of the agreement, expiring on February 2, 2002.
Pursuant  to  this  amended  loan  agreement,  during  November  1999, the Chief
Executive  Officer  repaid  $85,000  of  his  notes  receivable,  consisting  of
principal  of  $75,000 and accrued interest of $10,000, and the Company borrowed
$120,000  from  him  under  the  line  of  credit.

                                      -18-
<PAGE>


                                    PART IV.


ITEM  13.  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:

   The   Company  did   not  file  any  Current  Reports  on  Form 8-K during or
   related  to  the  three  months  ended  December  31,  1999.



                                      -19-
<PAGE>

                                   SIGNATURES



      In accordance with Section 13 or 15(d) 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:  March  27,  2000                         By:  ___________________________
                                                     Mitchell  J.  Francis
                                                     Chief  Executive  Officer



      In  accordance  with  the Exchange Act, this report has been signed by the
following  persons  on behalf of the registrant and in the capacities and on the
dates  indicated.



                                                    /s/  MITCHELL  J.  FRANCIS
Date:  March  27,  2000                         By:  ___________________________
                                                     Mitchell  J.  Francis
                                                     Chief  Executive  Officer,
                                                     President,  Chief Financial
                                                     Officer and Chairman of the
                                                     Board  of  Directors




                                                    /s/  BENJAMIN  FRANKEL
Date:  March  27,  2000                         By:  ___________________________
                                                     Benjamin  Frankel
                                                     Director





                                                    /s/  NORMAN  FEIRSTEIN
Date:  March  27,  2000                         By:  ___________________________
                                                     Norman  Feirstein
                                                     Director

                                      -20-
<PAGE>



                       CINEMA RIDE, INC. AND SUBSIDIARIES


                        CONSOLIDATED FINANCIAL STATEMENTS


                     YEARS ENDED DECEMBER 31, 1999 AND 1998





<PAGE>

                       CINEMA RIDE, INC. AND SUBSIDIARIES

                                    CONTENTS


REPORT  OF  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS              F-2


CONSOLIDATED  FINANCIAL  STATEMENTS

     Balance  sheets                                                 F-3

     Statements  of  operations                                      F-5

     Statements  of  stockholders'  equity                           F-6

     Statements  of  cash  flows                                     F-7


SUMMARY  OF  ACCOUNTING  POLICIES                                    F-9


NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS                      F-12


                                      F-1
<PAGE>

REPORT  OF  INDEPENDENT  CERTIFIED  PUBLIC  ACCOUNTANTS


Board  of  Directors  and  Stockholders
Cinema  Ride,  Inc.
Studio  City,  California


We  have  audited  the  accompanying consolidated balance sheets of Cinema Ride,
Inc.  and  Subsidiaries  as  of  December  31,  1999  and  1998  and the related
consolidated  statements  of operations, stockholders' equity and cash flows for
the  years  then  ended.  These  consolidated  financial  statements  are  the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  consolidated  financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  these  financial  statements.  An audit also
includes assessing the accounting principles used and significant estimates made
by  management,  as  well  as  evaluating  the  overall  financial  statement
presentation.  We  believe  that  our  audits provide a reasonable basis for our
opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all  material respects, the financial position of Cinema Ride, Inc.
and  Subsidiaries  as  of  December  31, 1999 and 1998, and the results of their
operations and cash flows for the years then ended, in conformity with generally
accepted  accounting  principles.

The  accompanying  consolidated financial statements have been prepared assuming
the  Company  will  continue  as a going concern.  As discussed in Note 1 to the
consolidated  financial statements, the Company has suffered recurring operating
losses  that  raises  substantial doubt about its ability to continue as a going
concern.  Management's  plans  in  regard to these matters are also described in
Note  1.  The  consolidated  financial statements do not include any adjustments
that  might  result  from  the  outcome  of  this  uncertainty.

                                                        /s/     BDO SEIDMAN, LLP

Los  Angeles,  California
March  6,  2000


                                      F-2
<PAGE>


                       CINEMA RIDE, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                            December 31,
                                                     ------------------------
                                                        1999          1998
                                                    -----------   -----------
<S>                                                 <C>           <C>
ASSETS (Note 9)

CURRENT ASSETS
 Cash and cash equivalents . . . . . . . . . . . .  $   320,189   $   240,341
 Inventories . . . . . . . . . . . . . . . . . . .            -         8,666
 Prepaid expenses. . . . . . . . . . . . . . . . .       25,804        62,139
 Other receivables . . . . . . . . . . . . . . . .            -           438
                                                    -----------   -----------
Total current assets . . . . . . . . . . . . . . .      345,993       311,584
                                                    -----------   -----------



PROPERTY AND EQUIPMENT (Notes 6 and 8)
 Office equipment and furniture. . . . . . . . . .      105,249       105,477
 Equipment under capital lease . . . . . . . . . .      204,858       139,474
 Lease improvements. . . . . . . . . . . . . . . .    1,051,723       946,515
 Theater and film equipment. . . . . . . . . . . .    1,673,132     1,653,798
                                                    -----------   -----------
                                                      3,034,962     2,845,264
 Accumulated depreciation. . . . . . . . . . . . .   (1,688,658)   (1,390,528)
                                                    -----------   -----------
                                                      1,346,304     1,454,736
                                                    -----------   -----------



FILM LIBRARY, net of accumulated amortization of
  869,930 and $676,293 at December 31, 1999
  and 1998, respectively . . . . . . . . . . . . .      222,840       416,477



INVESTMENT IN JOINT VENTURE (Note 3) . . . . . . .      411,663       473,957
RECEIVABLES FROM OFFICERS (Note 2) . . . . . . . .        8,069        89,631
CONSULTING AGREEMENT (Note 2). . . . . . . . . . .       28,611        39,016
DEFERRED LEASE COSTS AND OTHER ASSETS. . . . . . .      123,967       156,679
                                                    -----------   -----------
Total assets . . . . . . . . . . . . . . . . . . .  $ 2,487,447   $ 2,942,080
                                                    ===========   ===========
</TABLE>



      See accompanying summary of accounting policies and notes to consolidated
                                financial statements.


                                      F-3
<PAGE>

                       CINEMA RIDE, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS



<TABLE>
<CAPTION>
                                                                         December 31,
                                                                       ----------------
                                                                  1999                 1998
                                                               ------------        ------------

<S>                                                          <C>                 <C>
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
 Accounts payable and accrued expenses . . . . . . . . . . . .  $   219,125         $   243,480
 Current portion of capital lease obligations (Note 6) . . . .       40,381              18,985
 Current portion of note payable to lender (Note 8). . . . . . . . .133,077             111,386
 Current portion of note payable to bank (Note 7). . . . . . .          416              10,052
                                                                -----------         -----------
Total current liabilities. . . . . . . . . . . . . . . . . . .      392,999             383,903
                                                                -----------         -----------


OBLIGATIONS UNDER CAPITAL LEASE, less current
 portion (Note 6). . . . . . . . . . . . . . . . . . . . . . .       84,660              63,004
NOTE PAYABLE TO LENDER, less current portion (Note 8). . . . .      697,072             782,849
DEFERRED RENT (Note 12). . . . . . . . . . . . . . . . . . . .       84,061             109,157
LOAN PAYABLE TO OFFICER (Note 9) . . . . . . . . . . . . . . .      120,000                   -
                                                                -----------         -----------

Total liabilities. . . . . . . . . . . . . . . . . . . . . . .    1,378,792           1,338,913
                                                                -----------         -----------



COMMITMENTS (Note 12)


STOCKHOLDERS' EQUITY (Notes 10 and 11)

Preferred stock, $.01 par value, 500,000 shares . . . . . . . .           -                   -
  authorized, none issued
Common stock, $.08 par value, 20,000,000 shares authorized,
  731,823 shares issued. . . .                                       58,546              58,546
 Additional paid-in capital. . . . . . . . . . . . . . . . . .    9,212,209           9,175,780
Treasury stock, at cost, 0 and 6,474 shares at December 31,
  1999 and 1998, respectively.                                            -             (29,000)
 Accumulated deficit . . . . . . . . . . . . . . . . . . . . .   (8,162,100)         (7,602,159)
                                                                 -----------         -----------

Total stockholders' equity . . . . . . . . . . . . . . . . . .    1,108,655           1,603,167
                                                                -----------         -----------
Total liabilities and stockholders' equity . .   . . . . . . .  $ 2,487,447         $ 2,942,080
                                                                ===========         ===========
</TABLE>



      See accompanying summary of accounting policies and notes to consolidated
                                  financial statements.


                                      F-4
<PAGE>




                       CINEMA RIDE, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS



<TABLE>
<CAPTION>


                                                             Years ended December 31,
                                                             ------------------------
                                                              1999           1998
                                                            ----------   -----------
<S>                                                         <C>          <C>
REVENUES . . . . . . . . . . . . . . . . . . . . . . . . .  $2,457,607   $ 2,377,674

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES . . . . . . .   2,309,862     2,308,453

IMPAIRMENT LOSS (Note 4) . . . . . . . . . . . . . . . . .           -     1,399,797

DEPRECIATION AND AMORTIZATION. . . . . . . . . . . . . . .     502,529       606,956
                                                            ----------   -----------

LOSS FROM OPERATIONS . . . . . . . . . . . . . . . . . . .    (354,784)   (1,937,532)

OTHER INCOME (EXPENSE)
 Equity in net income of joint venture (Note 3). . . . . .      48,403         5,578
 Interest income . . . . . . . . . . . . . . . . . . . . .      11,953        25,724
 Miscellaneous income. . . . . . . . . . . . . . . . . . .           -        12,950
 Interest expense, exclusive of non cash interest expense
   shown below . . . . . . . . . . . . . . . . . . . . . .    (200,893)     (228,004)
 Fair value of warrants issued to officer as commitment
  fee for  line of credit. . . . . . . . . . . . . . . . .     (64,620)            -
                                                            ----------   -----------

 Operating loss before extraordinary item. . . . . . . . .    (559,941)   (2,121,284)

Extraordinary item - settlement with vendors . . . . . . .           -        58,331
                                                            ----------   -----------
NET LOSS . . . . . . . . . . . . . . . . . . . . . . . . .  $ (559,941)  $(2,062,953)
                                                            ==========   ===========
BASIC AND DILUTED LOSS PER COMMON SHARE:
 Operating loss before extraordinary item. . . . . . . . .  $    (0.77)  $     (2.90)
 Extraordinary item. . . . . . . . . . . . . . . . . . . .           -          0.08
                                                            ----------   -----------
NET LOSS . . . . . . . . . . . . . . . . . . . . . . . . .  $    (0.77)  $     (2.82)
                                                            ==========   ===========

BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES
  OUTSTANDING. . . . . . . . . . . . . . . . . . . . . . .     731,823       731,273
                                                            ==========   ===========
</TABLE>



     See accompanying summary of accounting policies and notes to consolidated
                              financial statements.


                                      F-5
<PAGE>
                       CINEMA RIDE, INC. AND SUBSIDIARIES

                 CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                     YEARS ENDED DECEMBER 31, 1999 AND 1998







<TABLE>
<CAPTION>



                                      Common Stock       Additional                                       Total
                                    (Notes 10 and 11)     Paid-In      Treasury    Accumulated         Stockholders'
                                     Shares   Amount      Capital       Stock        Deficit              Equity
<S>                                  <C>      <C>       <C>          <C>         <C>                 <C>

BALANCE, January 1, 1998. . . . . .  725,349  $58,028   $9,173,191   $(29,000)     $   (5,539,206)      $  3,663,013
                                     -------  -------   -----------  ---------      -------------       ------------


Issuance of common stock to officer    6,474      518        2,589          -                   -              3,107

Net loss. . . . . . . . . . . . . .        -        -            -          -          (2,062,953)        (2,062,953)
                                     -------  -------   -----------  ---------      -------------       ------------

BALANCE, December 31, 1998. . . . .  731,823   58,546    9,175,780    (29,000)         (7,602,159)         1,603,167

Issuance of treasury
stock to officer, at
 market value . . . . . . . . . . .        -        -      (28,191)     29,000                   -               809

Issuance of warrants to officer . .        -        -       64,620          -                    -            64,620

Net loss. . . . . . . . . . . . . .        -        -            -          -             (559,941)         (559,941)
                                     -------  -------   -----------  ---------      --------------      ------------

BALANCE, December 31, 1999. . . . .  731,823  $58,546   $9,212,209   $      -       $   (8,162,100)      $ 1,108,655
                                     =======  =======   ===========  =========      ===============     ============
</TABLE>



     See accompanying summary of accounting policies and notes to consolidated
                           financial statements.


                                      F-6
<PAGE>
                       CINEMA RIDE, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS




<TABLE>
<CAPTION>


      INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS             Years ended December 31,

                                                                     1999            1998
                                                                  ----------       ---------
<S>                                                               <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES
 Net loss. . . . . . . . . . . . . . . . . . . . . . . . . . . .  $(559,941)    $  (2,062,953)
 Adjustments to reconcile net loss to cash provided by (used in)
   operating activities:
   Depreciation and amortization . . . . . . . . . . . . . . . .    502,529           606,956
   Stock issued for services rendered. . . . . . . . . . . . . .        809             3,107
   Equity in net income of joint venture . . . . . . . . . . . .    (48,403)           (5,578)
   Amortization of consulting agreement. . . . . . . . . . . . .     10,405            10,404
   Amortization of deferred financing costs. . . . . . . . . . .     12,418            42,088
   Settlement with vendors . . . . . . . . . . . . . . . . . . .          -           (58,331)
   Warrants issued to officer. . . . . . . . . . . . . . . . . .     64,620                 -
   Interest income on loan to shareholder. . . . . . . . . . . .     (3,438)                -
   Loss on exchange and other. . . . . . . . . . . . . . . . . .          -             3,141
   Impairment loss . . . . . . . . . . . . . . . . . . . . . . .          -         1,399,797
   Changes in operating assets and liabilities:
     Inventories . . . . . . . . . . . . . . . . . . . . . . . .      8,666            12,948
     Prepaid expenses and other current assets . . . . . . . . .     36,773            (1,538)
     Other receivables . . . . . . . . . . . . . . . . . . . . .          -            (6,255)
     Deposits. . . . . . . . . . . . . . . . . . . . . . . . . .      9,532                 -
     Receivable from Times Square landlord . . . . . . . . . . .          -           500,000
     Accounts payable and accrued expenses . . . . . . . . . . .    (26,134)         (284,895)
     Deferred rent . . . . . . . . . . . . . . . . . . . . . . .    (25,096)          (28,460)
                                                                  ----------       -----------
Net cash provided by (used in) operating activities. . . . . . .    (17,260)          130,431
                                                                  ----------       -----------

CASH FLOWS FROM INVESTING ACTIVITIES
 Acquisition of film production costs. . . . . . . . . . . . . .          -           (16,019)
 Investment in joint venture . . . . . . . . . . . . . . . . . .          -          (108,737)
 Dividends from joint venture. . . . . . . . . . . . . . . . . .    110,697             8,041
 Loan made to officer. . . . . . . . . . . . . . . . . . . . . .          -           (35,000)
 Payment received on loan receivable from officer. . . . . . . .     85,000                 -
 Purchase of fixed assets. . . . . . . . . . . . . . . . . . . .   (122,535)           (2,643)
                                                                  ----------       -----------

Net cash provided by (used in) investing activities. . . . . . .     73,162          (154,358)
                                                                  ----------       -----------
CASH FLOWS FROM FINANCING ACTIVITIES
 Proceeds from loan payable to officer . . . . . . . . . . . . .    120,000                 -
 Payments made on notes payable. . . . . . . . . . . . . . . . .    (73,722)         (334,241)
 Principal payments under capital lease obligation . . . . . . .    (22,332)         (107,121)
                                                                  ----------       -----------
Net cash provided by (used in) financing activities. . . . . . .     23,946          (441,362)
                                                                  ----------       -----------




</TABLE>

                                      F-7
<PAGE>

                       CINEMA RIDE, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                               Years ended December 31,
                                                                ------------------------
                                                                    1999       1998
                                                                  --------   --------
<S>                                                               <C>       <C>
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS . . . . . .    79,848   (465,289)

CASH AND CASH EQUIVALENTS, beginning of year . . . . . . . . . .   240,341    705,630
                                                                  --------  ---------
CASH AND CASH EQUIVALENTS, end of year . . . . . . . . . . . . .  $320,189  $ 240,341
                                                                  ========  =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
 Cash paid for interest. . . . . . . . . . . . . . . . . . . . .  $200,885  $ 198,276
                                                                  ========  =========
 Non-cash financing and investing activities:

Issuance of common stock and warrants to employees and directors  $ 64,620  $   3,107
   Purchase of fixed assets by leasing . . . . . . . . . . . . .    65,384          -
</TABLE>


During  1998,  the Company transferred $367,683 of equipment into the joint
venture  as  part of  its  contributed  capital.

       See accompanying summary of accounting policies and notes to consolidated
                              financial statements.


                                      F-8
<PAGE>

                       CINEMA RIDE, INC. AND SUBSIDIARIES

                         SUMMARY OF ACCOUNTING POLICIES


BUSINESS  ACTIVITY

Cinema  Ride,  Inc.  (the  "Parent")  and  Subsidiaries  (the  "Company")  were
incorporated  in  Delaware  in  April  1993.  The  Company is in the business of
developing  and  operating  rides  consisting  of  motion  simulator attractions
("attractions" or "rides") and filmed entertainment ("ride films") that combines
projected  three-dimensional ("3-D") 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 opened its
first attraction in Las Vegas in October, 1994.  The Company's executive offices
are  located  in  Studio  City,  California.

During  1995,  the  Company  established  a wholly owned subsidiary, Cinema Ride
Edmonton,  Inc.,  a Canadian corporation that operates one motion simulator ride
Facility located at the West Edmonton Mall in Alberta, Canada.  During the years
ended December 31, 1999 and 1998, revenues and long-lived assets for Cinema Ride
Edmonton,  Inc.  were  $236,308  and  $222,961  and  $302,712  and  $219,633,
respectively.

The Company opened a new facility in Elizabeth, New Jersey under the Cinema Ride
Times  Square,  Inc.  subsidiary on January 20, 2000.  Long-lived assets for the
New  Jersey  location  were  $166,538  at  December  31,  1999.

All  significant  intercompany transactions and balances have been eliminated in
consolidation.

CONCENTRATION  OF  CREDIT  RISK

The Company maintains cash balances at various financial institutions.  Deposits
not  to  exceed $100,000 for each institution are insured by the Federal Deposit
Insurance Corporation.  At December 31, 1999 and 1998, the Company had uninsured
cash  and  cash  equivalents  in  the  amount  of  $207,719  and  $58,412.

PROPERTY  AND  EQUIPMENT

Property and equipment are stated at cost.  Depreciation is provided at the time
property  and equipment is placed in service using the straight-line method over
the  estimated  useful  lives  of the assets which range from five to ten years.

FILM  PRODUCTION  COSTS

Film production costs are stated at the lower of amortized cost or market.  Upon
completion,  film  production  costs  are  amortized on an individual production
basis  in  the  proportion  that  current  gross  revenues  bear to management's
estimate  of  total  gross  revenues with such estimates being reviewed at least
quarterly.  A  minimum  amount  of  costs  are  amortized  each  year.

DEFERRED  LEASE  COSTS

Deferred  lease  costs  represent amounts paid in connection with the successful
negotiation  of  the  Company's  leases.  Costs are amortized on a straight-line
basis  over  the  term  of  the  lease.

                                      F-9
<PAGE>

                       CINEMA RIDE, INC. AND SUBSIDIARIES

                         SUMMARY OF ACCOUNTING POLICIES


INCOME  TAXES

The  Company provides for income taxes in accordance with Statement of Financial
Accounting  Standards  No.  109,  Accounting  for Income Taxes.  Deferred income
taxes  are  provided  on  the  difference  in  earnings  determined  for tax and
financial  reporting  purposes  and result primarily from differences in methods
used  to  amortize  production  costs.

FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS

The  carrying  amounts  of  financial  instruments  including  cash  and  cash
equivalents  and  accounts payable approximate fair value because of their short
maturity.

The  carrying amount of long-term debt and capital lease obligations approximate
fair  value because the interest rates on these instruments approximate the rate
the  Company  could  borrow  at  December  31,  1999.

The  fair  value  of receivables from officers cannot be determined due to their
related  party  nature.

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  U.S.  dollar.  The remeasurement of local currency into U.S.
dollars  creates  translation  adjustments  which  are  included  in income. The
translation  exchange  losses  in  1999  and  1998  were  $1,746  and  $7,843.

STOCK-BASED  COMPENSATION

Statements  of  Financial  Accounting  Standards  No.  123,  "Accounting  for
Stock-Based  Compensation"  (SFAS  No.  123)  establishes a fair value method of
accounting  for  stock-based compensation plans and for transactions in which an
entity  acquires  goods  or  services  from  nonemployees in exchange for equity
instruments.  SFAS 123 also encourages, but does not require companies to record
compensation cost for stock-based employee compensation.  The Company has chosen
to  continue  to  account  for  stock-based compensation utilizing the intrinsic
value  method  prescribed  in  Accounting  Principles  Board  Opinion  No.  25,
"Accounting  for  Stock  Issued  to Employees" with pro forma disclosures of net
income  as if the fair value method had been applied.  Accordingly, compensation
cost  for  stock  options  is measured as the excess, if any, of the fair market
price  of  the  Company's stock at the date of grant over the amount an employee
must  pay  to  acquire  the  stock.

LOSS  PER  SHARE

The  Company  adopted  Statement  of  Financial  Accounting  Standard  No.  128,
"Earnings Per Share" (SFAS 128).  SFAS 128 provides for the calculation of Basic
and  Diluted  earnings per share.  Basic earnings per share includes no dilution
and  is  computed  by  dividing  income  available to common shareholders by the
weighted  average  number  of common shares outstanding for the period.  Diluted
earnings  per  share  reflects  the  potential dilution of securities that could
share  in the earnings of the entity.  Since the Company incurred losses in 1999
and  1998,  basic  and  diluted  per  share  amounts  are  the  same.



                                      F-10
<PAGE>

                       CINEMA RIDE, INC. AND SUBSIDIARIES

                         SUMMARY OF ACCOUNTING POLICIES


LOSS  PER  SHARE  (CONTINUED)

For  the  year  ended  December  31,  1999,  potential common stock representing
197,118  outstanding  stock  options  and 1,899,535 outstanding warrants are not
included since their effect would be anti-dilutive.  For the year ended December
31,  1998, potential common stock representing 194,188 outstanding stock options
and  372,074  outstanding  warrants are not included since their effect would be
anti-dilutive.

STATEMENT  OF  CASH  FLOWS

For  purposes  of  the statement of cash flows, the Company considers all highly
liquid  debt instruments with an original maturity of three months or less to be
cash  equivalents.

SEASONALITY  OF  BUSINESS

Because  of  the  seasonal  nature  of  tourist  traffic, attendance patterns at
attractions  may  vary.  The  nature and 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  in  June  through  August (the height of the tourist season) and lowest
during  January  and February.  The West Edmonton Mall Facility is more affected
by  seasonality as compared to the Las Vegas Facility due to the extreme weather
conditions  during  the  winter  months  in  Alberta,  Canada.  As a result, the
Company's  results  of  operations  at  its  facilities  will  depend upon sales
generated  from  the  peak tourist periods and any significant decrease in sales
for  such  periods  could  have  a  material  adverse  effect upon the Company's
operations.

ACCOUNTING  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.

IMPAIRMENT  OF  LONG-LIVED  ASSETS

Statement  of  Financial  Accounting  Standards  No.  121,  "Accounting  for the
Impairment  of  Long-Lived  Assets  and for Long-Lived Assets to Be Disposed of"
establishes  guidelines  regarding  when impairment losses on long-lived assets,
which  include  plant and equipment, and certain identifiable intangible assets,
should  be recognized and how impairment losses should be measured.  The Company
periodically reviews such assets for possible impairment and expected losses, if
any,  are  recorded  currently.



                                      F-11
<PAGE>

                       CINEMA RIDE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  1  -  BASIS  OF  PRESENTATION

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company  will  continue  as  a  going  concern which contemplates the
realization  of  assets and the satisfaction of liabilities in the normal course
of  business.  The  carrying  amounts of assets and liabilities presented in the
financial  statements  do  not  purport  to  represent  realizable or settlement
values.  However,  the  Company  has suffered recurring operating losses and, at
December  31,  1999,  has  a working capital deficit that impairs its ability to
obtain  additional  financing.  These  factors raise substantial doubt about the
Company's  ability  to  continue  as  a  going  concern.

The  Company has managed short-term liquidity concerns through the renegotiation
of  the terms of the Note Payable to Lender and a line of credit provided by its
Chief  Executive  Officer.  See  Notes  9 and 10.  The Company believes that its
past  efforts  to improve and utilize its operating efficiencies will reduce its
expenses  and result in higher cash flows from operations.  The Company believes
that  the  additional  financing  and  the  modified  financing arrangement will
provide  funding  and improve working capital necessary to open new locations or
to enter into additional joint venture agreements which management believes will
significantly  improve  the  Company's  operating  results.  There  can  be  no
assurance,  however,  that the Company will be able to open new locations, enter
into  additional  joint venture agreements and realize any benefit from improved
operating  efficiencies  that  will  result  in  higher  cash  flows provided by
operations.

In addition, the Company is continuing its efforts to secure working capital for
operations, expansion and possible acquisitions, mergers, joint ventures, and/or
other  business  combinations.  However,  there  can  be  no  assurance that the
Company  will  be  able to secure additional capital, or that if such capital is
available,  whether  the terms or conditions would be acceptable to the Company.

NOTE  2  -  RECEIVABLES  FROM  OFFICERS  AND  CONSULTING  AGREEMENT

The  Company  is  amortizing the balance of a consulting agreement with a former
officer  over  the  period  of  the  consulting  contract.  The  balance  of the
remaining  unamortized  consulting  agreement  at December 31, 1999 and 1998 are
$28,611  and  $39,016.

The Company made a loan to its Chief Executive Officer in the amount of $50,000.
The  loan  bears interest at 8% per year and the maturity date was extended from
June  30,  1998  to  June  30,  2001.  On  January 29, 1998, the Company made an
additional  loan  to  its Chief Executive Officer in the amount of $35,000.  The
loan bears interest at a rate of 8.5% per year and is due on the earlier of June
30,  2001  or  six  months  after  the  officer  ceases to be an employee of the
Company.  As  of December 31, 1998, the receivable balance due from this officer
was  $89,631 and included accrued interest of $14,631.  The principal of $75,000
and  accrued  interest of $10,000 was repaid during 1999.  The remaining balance
of  $8,069  at  December  31,  1999  consists  entirely  of  accrued  interest.





                                      F-12
<PAGE>

                       CINEMA RIDE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  3  -  INVESTMENT  IN  JOINT  VENTURE

On  May  29, 1998, the Company entered into a three-year joint venture agreement
with  Dave  &  Buster's,  Inc.,  to  install the Company's 3-D motion simulation
theater  at Dave & Buster's, Inc. Atlanta facility.  The Company was responsible
for  the  transportation  and installation of the theater.  The Company incurred
$95,924  in  transportation  and installation costs relating to this facility in
addition  to  $367,683  in  equipment  costs.  Dave  and  Buster's,  Inc.,  was
responsible  for  providing  the space in its Atlanta facility and preparing the
premises  for  installation.  The venture agreement can be terminated earlier by
either  party  if, among other things, certain sales and cash flow goals are not
met.  The installation was completed and operational on September 14, 1998.  The
Company accounts for its investment in the joint venture under the equity method
of  accounting  whereby  the  Company  recognizes  its  50%  share  of the joint
venture's  net  income  or  losses  and,  accordingly,  the  carrying  value  of
investment  in  joint venture in the accompanying consolidated balance sheets is
adjusted.  The Company received dividends from the joint venture of $110,697 and
$8,041  in  1999  and  1998.


Summarized  financial  information  for  the  joint  venture  is  as  follows:
<TABLE>
<CAPTION>

                                    Period From
                     Year Ended    May 29, 1998 to
                    December 31,     December 31,
                        1999             1998
                    -------------   -------------
<S>                 <C>            <C>
Sales. . . . . . .  $     218,024  $       81,313
Net income . . . .        171,664          67,791

                      December 31, .  December 31,
                         1999            1998
                    -------------   -------------
Non current assets  $     450,085  $      403,725
</TABLE>

NOTE  4  -  IMPAIRMENT  LOSS

As  of  December  31,  1998,  the  Company  established  a  reserve  due  to the
uncertainty  in  recovering  the  cost  of  the  theater and film equipment held
available  for  use  and  disposal since these assets were not placed in service
during the year or sold.  The reserve recorded was $1,399,797 as of December 31,
1998.

NOTE  5  -  INCOME  TAXES

The  income  tax  effect  of  temporary  differences  between  financial and tax
reporting  gives  rise  to  the  deferred  income  tax  assets  as  follows:


<TABLE>
<CAPTION>


                                        December 31,
                                     --------------------
                                     1999          1998
                                  ------------   -----------
<S>                              <C>            <C>
Net operating loss carryforward  $ 2,581,105     $ 2,354,906
Less valuation allowance. . . .   (2,581,105)     (2,354,906)
                                  ------------   -----------

Net deferred tax asset. . . . .  $         -     $         -
                                 ============   =============
</TABLE>



                                      F-13
<PAGE>

                       CINEMA RIDE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  5  -  INCOME  TAXES  (CONTINUED)

The  Company has provided a 100% valuation allowance as it cannot determine that
it  is  more likely than not that it will realize the deferred tax assets. As of
December  31,  1999,  for  federal  income  tax  purposes,  the  Company  has
approximately  $6,833,987  in  net operating loss carryforwards expiring through
2019.  As  of  December  31,  1999,  for  State  tax  purposes,  the Company has
approximately  $3,219,370  in  net operating loss carryforwards expiring through
2004.

NOTE  6  -  OBLIGATIONS  UNDER  CAPITAL  LEASES

Minimum  future lease payments under capital lease obligations for equipment are
as  follows:


<TABLE>
<CAPTION>



December 31,                              Amount
---------------------------------------  ---------
<S>                                      <C>

 2000 . . . . . . . . . . . . . . . . .  $ 56,098
 2001 . . . . . . . . . . . . . . . . .    56,098
 2002 . . . . . . . . . . . . . . . . .    35,091
 2003 . . . . . . . . . . . . . . . . .     1,863
 Thereafter . . . . . . . . . . . . . .     1,861
                                         ---------
                                          151,011
Amount representing interest. . . . . .   (25,970)
                                         ---------
Present value of minimum lease payments  $125,041
                                         =========
</TABLE>



At  December  31,  1999,  equipment  included  assets  under  capitalized  lease
obligations  of  $204,858  less  accumulated  amortization  of  $111,579.

NOTE  7  -  NOTE  PAYABLE  TO  BANK

On  March  6,  1996, Cinema Ride Edmonton, Inc. obtained a $40,328 loan ($55,000
Canadian dollars) from a Canadian bank at Canadian prime plus two percent (total
interest  is  8.5%  at  December  31,  1999).  The loan has a term of four years
requiring monthly payments of approximately $1,027 ($1,400 Canadian dollars) and
is  guaranteed  by  the  Parent.  The  lender has first security interest in the
equipment and improvements located at the West Edmonton Facility.  The loan also
restricts  transfer  of funds to the Parent other than amounts in excess of cash
flow.  The  loan  may  be  prepaid  at  any  time  without any penalties.  As of
December  31,  1999  and  1998,  $416 and $10,052, remained unpaid on this loan.

NOTE  8  -  NOTE  PAYABLE  TO  LENDER

On  December  31, 1996, the Company closed a financing agreement (the "Financing
Agreement")  with Finova Technology Finance, Inc. (The "Lender") structured as a
sale  leaseback transaction of certain equipment owned by the Company.  Based on
the  substance of this transaction, the Financing Agreement was accounted for as
a  note payable for financial reporting purposes.  The gross loan amount was for
$1,575,027  and  the  original  terms  specified a four-year term 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, 2000 to January 1, 2004, with no
change in the balloon payment of $157,503.  The loan bears interest at an annual
rate  of  15.7%.  The financing agreement requires the Company to repurchase the
equipment  at  the end of the lease for $1.  The balance of the loan at December
31,  1999  and  1998  was  $830,149  and  $894,235,  respectively.

                                      F-14
<PAGE>

                       CINEMA RIDE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  8  -  NOTE  PAYABLE  TO  LENDER  (CONTINUED)

Minimum  future  payments  under  note  payable  to  Lender  is  as  follows:


<TABLE>
<CAPTION>


December 31,            Amount
-------------          --------
<S>                    <C>

2000. . . . .          $133,077
2001. . . . .           157,150
2002. . . . .           185,382
2003. . . . .           354,540
                       ---------
                        830,149
                       =========
</TABLE>


NOTE  9  -  LOAN  PAYABLE  TO  OFFICER

On  February  2,  1999, the Company entered into a loan agreement with its Chief
Executive  Officer.  The loan agreement amends the existing notes payable to the
officer  so as to allow the Company the right to demand repayment within 90 days
of a written request.  Also, the loan agreement includes a line of credit in the
amount  of  $120,000  that matures on October 31, 2002 and bears interest at 12%
per  annum.  The  line  of  credit provides a security interest in the Company's
assets.  As  consideration for executing this agreement, the Company has granted
the Chief Executive Officer 1,538,461 stock warrants.  Each stock warrant allows
the  holder the right to purchase one share of common stock at an exercise price
of  $.13 per share, representing the per share market price on the date thereof,
and  expires  on  February  2,  2002.

NOTE  10  -  CAPITAL  STOCK  TRANSACTIONS

On  January  21,  1998,  the  Company issued 6,474 shares of common stock to its
former  Chief  Financial  Officer  with  an aggregate fair value of $3,107.  The
Company  recorded  the  then  fair  market  value  of  the  shares as additional
compensation  to  the  employee.

On  May  29, 1998, the Board of Directors approved a 1 for 8 reverse stock split
of  outstanding  common  stock  which increased the par value from $.01 to $.08.
Share  amounts  presented in the consolidated financial statements and footnotes
have  been  restated  for  prior  periods  to reflect the adjusted share amounts
outstanding  for  each  period  presented.

On  February  2,  1999, the Company issued 6,473 shares of treasury stock to its
former  Chief  Financial  Officer  with  an  aggregate  fair value of $809.  The
Company  recorded  the  then  fair  market  value  of  the  shares as additional
compensation  to the employee, with the difference between the fair market value
of  the  shares  and  the  amount  recorded  as treasury stock being recorded to
additional  paid-in  capital.

NOTE  11  -  STOCK-BASED  COMPENSATION  PLANS

At  December  31,  1999, the Company had various stock-based compensation plans,
which  are  described  below.

                                      F-15
<PAGE>

                       CINEMA RIDE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  11  -  STOCK-BASED  COMPENSATION  PLANS  (CONTINUED)

EMPLOYEE  STOCK  OPTION  PLAN

The  Company  adopted  a Stock Option Plan (the "Plan") for officers, employees,
directors  and  consultants  of  the  Company  or  its  subsidiaries.  The  Plan
authorizes  the  granting  of  incentive  stock  options and non-qualified stock
options  to  purchase  an  aggregate  of  not  more  than  112,500 shares of the
Company's  common  stock.  The Plan provides that options granted will generally
be  exercisable  at  any  time  during  a  ten-year  period  (five  years  for a
stockholder  owning  in  excess  of  10%  of  the  Company's common stock).  The
exercise  price  for  non-qualified stock options shall not be less than the par
value  of  the  Company's  common stock.  The exercise price for incentive stock
options  shall  not be less than 100% of the fair market of the Company's common
stock  on  the  date  of  grant  (110% of the fair market value of the Company's
common  stock  on the date of grant for a stockholder owning in excess of 10% of
the  Company's  common  stock).

1995  DIRECTORS'  STOCK  OPTION  PLAN

The  Company  adopted  a Directors Stock Option Plan (the "Directors' Plan") for
non-employee  directors  of  the  Company.  The  Directors  Plan  authorizes the
granting  of  non-qualified  stock  options to purchase an aggregate of not more
than  12,500 shares of the Company's common stock.  The Directors' Plan provides
that  options granted will be exercisable during a ten year period and will vest
on  a  cumulative  basis  as  to one third of the total number of shares covered
thereby  at  any  time after one year from the date the option is granted and an
additional one-third of such total number of shares at any time after the end of
each  consecutive  one  year  period  thereafter  until  the  option  has become
exercisable  as  to  all of such total number of shares.  The exercise price for
non-qualified  stock  options  shall  be  the fair value of the Company's common
stock  at  the  date  of  the  grant.

OPTION  ACTIVITY

During  September  1998, the Company granted the Chief Executive Officer options
to  purchase  25,000 shares of common stock exercisable at $0.25 per share for a
period  of  five  years  as  part  of  an  employee  agreement.

On  June  18,  1998,  the  Company's  Board  of Directors approved repricing the
exercise  price  of options already issued under both the Company's Stock Option
Plan,  Directors'  Plan  and  other  options  to  the then current market value.


                                      F-16
<PAGE>

                       CINEMA RIDE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE  11  -  STOCK-BASED  COMPENSATION  PLANS  (CONTINUED)

Options  activity  during  the  years  ended  December  31,  1999 and 1998 is as
follows:


<TABLE>
<CAPTION>

                                                          Weighted
                                                          Average
                                        Options            Price
                                       ---------         ---------
<S>                                     <C>              <C>
Balance outstanding, January 1, 1998 .   164,188           $ 2.46
Options granted. . . . . . . . . . . .    30,500           $ 0.28
                                       ---------         ---------

Balance outstanding, December 31, 1998   194,688           $ 0.40*
Options granted. . . . . . . . . . . .     2,500           $ 0.38
                                       ---------         ---------

Balance outstanding, December 31, 1999   197,188             0.40*
                                       =========         =========

Options exercisable:
 December 31, 1999 . . . . . . . . . .   160,063           $ 0.42
                                       =========         =========

<FN>

*Includes  the  effect  of 164,188 options repriced in June 1998 from a weighted
average  price  of  $2.46  to  $0.39  per  share.
</TABLE>


Information  relating  to  stock  options  at  December  31,  1999 summarized by
exercise  price  are  as  follows:
<TABLE>
<CAPTION>


                             Outstanding              Exercisable
                           ----------------     -----------------------
                           Weighted Average
Exercise Price              Life    Exercise           Weighted Average
   Per Share     Shares    (Years)   Price     Shares   Exercise Price
--------------   -------  ---------  ------    -------  ---------------
<S>              <C>      <C>        <C>       <C>      <C>

0.43 . . . . .  132,688        5.3  $ 0.43    122,506  $          0.43
0.39 . . . . .   37,000        6.3  $ 0.39     30,890  $          0.39
0.38 . . . . .    2,500        9.5    0.38        417             0.38
0.25 . . . . .   25,000        4.0  $ 0.25      6,250  $          0.25
                -------  ---------  ------    -------  ---------------

0.25 - $0.43 .  197,188        5.4  $ 0.40    160,063  $          0.42
=============   =======   ========  ======    =======  ===============

</TABLE>




                                      F-17
<PAGE>

                       CINEMA RIDE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  11  -  STOCK-BASED  COMPENSATION  PLANS  (CONTINUED)

All  stock  options issued to employees have an exercise price not less than the
fair  market  value  of  the Company's common stock on the date of grant, and in
accordance with accounting for such options utilizing the intrinsic value method
there  is  no  related  compensation expense recorded in the Company's financial
statements.  Had  compensation cost for stock-based compensation been determined
based  on  the  fair value at the grant dates consistent with the method of SFAS
123,  the Company's net loss and loss per share for the years ended December 31,
1999  and 1998 would have been reduced to the pro forma amounts presented below:






<TABLE>
<CAPTION>
                           December 31,
                  ---------------------------
                    1999             1998
                  ----------      -----------
<S>             <C>             <C>
Net loss
 As reported .  $(559,941)      $  (2,062,953)
 Pro forma . .  $(582,818)      $  (2,116,139)

Loss per share
 As reported .  $    (.77  )    $       (2.82)
 Pro forma . .  $    (.80  )    $       (2.89)
                ============    ==============
</TABLE>



The fair value of option grants is estimated on the date of grants utilizing the
Black-Scholes option-pricing with the following weighted average assumptions for
1999 and 1998, expected life of 10.0 and 5.9 years:  expected volatility of 665%
and  41%, risk-free interest rates of 6.5% and 6%, and a 0% dividend yield.  The
weighted average fair value at date of grant for options granted during 1999 and
1998  approximated  $.38  and  $0.14  per  option.

NOTE  12  -  COMMITMENTS

The  Company  leases office space for its corporate headquarters in Studio City,
California.  Additionally,  the  Company leases retail space for its attractions
in  Las  Vegas,  Nevada  and  Edmonton,  Canada.

An  amendment  of the Las Vegas Facility lease gave the Company a rent reduction
not  to  exceed $150,000.  The rent reduction was deducted from the monthly rent
payment until the Company had recorded $150,000 as deferred rent and the rent is
being recorded on a straight-line basis through the expiration of lease which is
July  2004.  Deferred  rent  at  December  31,  1999  and  1998  was $84,061 and
$109,157,  which  also  includes  deferred  rent  on the corporate office lease.

Minimum future rental payments for each of the next five years and thereafter is
as  follows:

<TABLE>
<CAPTION>



                            Annual
Year ending December 31,     Rent
-------------------------  --------
<S>                        <C>

 2000 . . . . . . . . . .  $262,826
 2001 . . . . . . . . . .   216,000
 2002 . . . . . . . . . .   216,000
 2003 . . . . . . . . . .   216,000
 Thereafter . . . . . . .   126,000
                          ---------
                          1,036,826
                          =========
</TABLE>


                       CINEMA RIDE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Rent  expense  for  the  years ended December 31, 1999 and 1998 was $552,214 and
$514,407,  respectively.

On  January 20, 2000, the Company opened a new facility in Elizabeth, New Jersey
(see  Note  13).

                                      F-18
<PAGE>

                       CINEMA RIDE, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  12  -  COMMITMENTS  (CONTINUED)

Effective  September  1,  1997, the Company entered into a three-year employment
agreement  with  its Chief Executive Officer.  The agreement provides for a base
annual salary of $195,000, annual increases of 8%, annual bonuses based on 6% of
the  Company's   annual   earnings  before  interest,  taxes,  depreciation  and
amortization  in  excess of $500,000, and issuance of 37,500 options exercisable
at  $2.00  (repriced at $0.43 per share) per share vesting equally over the next
three years.  The agreement also approves the granting of additional performance
options  based  on  various  occurrences  such  as the opening of new locations,
obtaining  additional  funds, and attaining and maintaining certain market price
for  the  Company's  common  stock.  In  conjunction  with  the  opening  of the
Company's new facility in Atlanta, Georgia in September 1998 the Company granted
the  Chief  Executive  Officer a bonus in the form of options to purchase 25,000
shares  of  common  stock  exercisable  at  the fair market value of $0.25 for a
period  of  five  years.

Effective  May 13, 1998, the Company entered into a severance agreement with its
Chief Executive Officer that provided for certain compensation in the event of a
change  in  control  of  the Company.  The terms of the severance agreement were
through  June  30,  1999, at which time they were automatically extended for one
year  periods  commencing  on July 1, 1999 and on each subsequent July 1, unless
the  Company  gives notice not later than December 31 of the preceding year that
it does not wish to extend the severance agreements.  A change in control of the
Company is defined as (a) the acquisition by any person or entity of 20% or more
of  the Company's voting equity securities, (b) a change in control of the Board
of  Directors,  or  (c)  a merger or consolidation of the Company with any other
entity,  unless  the  shareholders  of  the  Company  prior  to  the  merger  or
consolidation continue to represent at least 80% of the combined voting power of
the  merged   entity.  In  the  event  of  a  change  in  control,  among  other
compensation  and benefits, the severance agreement entitles the Chief Executive
Officer  to  receive a severance payment of five times his current annual salary
upon  his  termination  without  cause.

NOTE  13  -  SUBSEQUENT  EVENTS

On January 20, 2000, the Company opened a new facility in Elizabeth, New Jersey.
The  lease  related  to  the  new facility commenced January 20, 2000, requiring
monthly  payments of $8,575 during the years 1 through 3 and $9,065 during years
4  and  5.  The  Company is also to required to pay 10% of gross yearly sales in
excess  of  $1,029,000  during  years 1 through 3 and in excess of $1,087,800 in
years  4  and 5.  The Company has an option to renew the lease for an additional
five  years  at  the  end  of  the  initial  5-year  period.

In  connection  with  the  opening  of  the  Elizabeth, New Jersey facility, the
Company  has  granted  the Chief Executive Officer 25,000 stock warrants per his
employment agreement with the Company.  Each stock warrant allows the holder the
right  to  purchase  one  share of common stock at an exercise price of $.13 per
share,  representing the per-share market price on the date thereof, and expires
on  January  20,  2003.


                                      F-19








<TABLE>
<CAPTION>
                                 INDEX TO EXHIBITS
Exhibit
Number      Description of Document
------      -----------------------
<S>         <C>
3.1         Certificate of Incorporation, as amended. (1)(P)
3.2         Bylaws of the Company. (1)(P)
10.1        Cinema Ride, Inc. Stock Option Plan. (1)(P)(C)
10.2        Equipment lease between the Company and Sign  Systems  dated  April
            6, 1995. (2)(P)
10.3        Lease between the Company and Forum Developers Limited  Partnership
            dated July 2, 1993. (1)(P)
10.4        Amendment  to  lease  between  the  Company  and  Forum  Developers
            Limited Partnership dated May 18, 1993. (1)(P)
10.5        Third lease amendment between  the  Company  and  Forum  Developers
            Limited Partnership dated July 27, 1994. (1)(P)
10.6        Fourth  lease  amendment  between  the Company and Forum Developers
            Limited Partnership dated December 30, 1995. (2)(P)
10.7        Form of Promissory Note and  Security  Agreement  (stock pledge) of
            Mitchell J. Francis dated July 5, 1995. (3)(P)
10.8        Standard Office Lease  Gross between the Company and WFC  Ventures
            L.P. dated March 21, 1995. (3)(P)
10.9        First Lease Amendment between the Company  and  WFC  Ventures  L.P.
            dated April 15, 1995. (3)(P)
10.10       Lease between the Company and   West  Edmonton Mall  Property  Inc.
            dated July 17, 1995. (3)(P)
10.11       Amendment to lease between  the  Company  and  West  Edmonton  Mall
            Property Inc. dated April 7, 1998.
10.12       Master Equipment Lease Agreement between  the  Company  and  Finova
            Technology Finance, Inc. dated December 12, 1996. (4)
10.13       Amendment to Master Equipment Lease Agreement between the   Company
            and Finova Technology Finance, Inc. dated March 10, 1999. (6)
10.14       Form of  employment  agreement  with  Mitchell  J.  Francis   dated
            September 1, 1997. (5)(C)
10.15       Stipulation and consent judgement  between  the  Company  and Three
            Times Square Center Partners, L.P. dated October 28, 1997. (5)
10.16       Joint  Venture  Agreement  with Dave & Buster's, Inc. dated May 29,
            1998. (6)
10.17       Loan Agreement between the Company and Mitchell J.  Francis   dated
            February 2, 1999. (6)
10.18       1995 Directors Stock Option Plan. (6) (C)
10.19       Warrant expiring February 2, 2002 to Mitchell J. Francis. (6)
10.20       Lease between the Company and Jersey Gardens Mall dated October
            19, 1999.
21          Subsidiaries of the Registrant. (6)
27          Financial Data Schedule. (E)
-----------------------
<FN>
(1)  Previously  filed  as an Exhibit to the Company's Registration Statement on
     Form  SB-2,  and  incorporated  herein  by  reference.
(2)  Previously  filed  as  an Exhibit to the Company's Quarterly Report on Form
     10-QSB for the quarterly period ended  March  31,  1995,  and  incorporated
     herein  by  reference.
(3)  Previously  filed  as  an Exhibit to the Company's Quarterly Report on Form
     10-QSB for the quarterly period  ended  June  30,  1995,  and  incorporated
     herein  by  reference.
(4)  Previously  filed as an Exhibit to the Company's Current Report on Form 8-K
     filed on  January  28,  1997,  and  incorporated  herein  by  reference.
(5)  Previously  filed  as  an Exhibit to the Company's Quarterly Report on Form
     10-QSB for the quarterly period ended  September 30, 1997, and incorporated
     herein  by  reference.
(6)  Previously  filed  as  an  Exhibit  to  the Company's Annual Report on Form
     10-KSB for  the  fiscal  year  ended  December  31,  1998, and incorporated
     herein  by  reference.
(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  Annual  Report  on  Form  10-KSB.
(C)  Indicates  compensatory  plan,  agreement  or  arrangement.
(E)  Indicates  electronic  filing  only.

</TABLE>