<PAGE>
As filed with the Securities and Exchange Commission on August 21, 1997
Registration No. 333-29307
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
Amendment No. 3 to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
CINEMA RIDE, INC.
(Exact name of Registrant as specified in its charter)
12001 Ventura Place, Suite 340
Studio City, California 91604
818-761-1002
(Address, including Zip Code and Telephone Number,
including Area Code of Registrant's Principal Executive Offices)
Delaware 95-4417467
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
_________________________
Mitch Francis
President
Cinema Ride, Inc.
12001 Ventura Place, Suite 340
Studio City, California 91604
(818) 761-1002
_________________________
Copy to:
David L. Ficksman, Esq.
Loeb & Loeb LLP
1000 Wilshire Boulevard, Suite 1800
Los Angeles, California 90017
(213) 688-3698
Approximate date of commencement of proposed sale to the public: As soon
as practicable after this registration statement becomes effective.
_________________________
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
_________________________
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
PROSPECTUS
CINEMA RIDE, INC.
1,682,029 SHARES OF COMMON STOCK
This prospectus relates to the offering by the selling stockholders
identified herein (the "Selling Stockholders") of up to an aggregate of
1,682,029 shares (the "Offered Securities"), of common stock, par value $.01 per
share (the "Common Stock") of Cinema Ride, Inc., a Delaware corporation ("Cinema
Ride" or the "Company"). The shares to which this Prospectus relates includes
1,141,386 currently outstanding shares of Common Stock (the "Common Shares")
held by the Selling Stockholders and up to 540,643 shares of authorized and
unissued shares of Common Stock that may be hereafter acquired by certain of the
Selling Stockholders upon exercise of certain outstanding warrants (the
"Warrants"). The Common Shares and Warrants were issued and sold to the Selling
Stockholders pursuant to private placements exempt from the registration
requirements of the Securities Act of 1933, as amended. See "Selling
Stockholders" and "Plan of Distribution" for information relating to the Selling
Stockholders and this offering.
The Offered Securities may be sold from time to time pursuant to this
Prospectus by the Selling Stockholders. The Offered Securities may be sold by
the Selling Stockholders in ordinary brokerage transactions, in transactions in
which brokers solicit purchases, in negotiated transactions, or in a combination
of such methods of sale, at market prices prevailing at the time of sale, at
prices relating to such prevailing market prices or at negotiated prices. See
"Plan of Distribution." The distribution of the Offered Securities is not
subject to any underwriting agreement. The Company will receive no part of the
proceeds of sale from the offering by the Selling Stockholders. All expenses of
registration incurred in connection with this offering are being borne by the
Company, None of the Offered Securities have been registered prior to the
filing of the Registration Statement of which this Prospectus is a part.
The Common Stock is traded on the Nasdaq Small Cap Market under the
symbol "MOVE." On August 19, 1997, the last reported sale price of the Common
Stock on the Nasdaq Small Cap Market was $.25 per share.
THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH
DEGREE OF RISK. THESE SECURITIES SHOULD BE PURCHASED ONLY BY
THOSE PERSONS WHO CAN AFFORD A LOSS OF THEIR ENTIRE
INVESTMENT. (SEE "RISK FACTORS" ON PAGE 10)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
____________________________
The date of this Prospectus is _______ 1997.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act"). In accordance with the
Exchange Act, the Company files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). The reports,
proxy statements and other information can be inspected and copies at the public
reference facilities that the Commission maintains at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices
located at 7 World Trade Center, 13th Floor, New York, New York 10048, and 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of these
materials can be obtained at prescribed rates from the Public Reference Section
of the Commission at the principal offices of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549. These reports, proxy statements and other
information may also be obtained from the Web site that the Commission maintains
at http:\\www.sec.gov.
The Company has filed with the Commission a registration statement on
Form S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933 (the "Securities
Act"). This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information, reference
is hereby made to the Registration Statement.
____________________________
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-KSB for the year ended
December 31, 1996;
2. The Company's Current Report on Form 8-K filed on January 28,
1997;
3. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997;
4. The Amendment to the Company's Annual Report on Form 10-KSB/A
filed on April 30, 1997.
5. The Company's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997.
All other documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and
prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Prospectus and to be a part hereof from the date of filing such documents.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon the written or oral request of any such
person, a copy of
<PAGE>
any or all of the documents that are incorporated by reference, other than
exhibits to such documents not specifically incorporated by reference. Requests
for such copies should be directed to Mr. Toufic Bassil, Chief Financial
Officer, Cinema Ride, Inc., 12001 Ventura Place, Suite 340, Studio, City,
California 91604.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
THE COMPANY
The Company is in the business of developing and operating rides
consisting of motion simulator attractions ("attractions" or "rides") and filmed
entertainment ("ride films") which combine video-projected three-dimensional
("3-D") action films of approximately four minutes 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 three facilities. The first facility (the "Las Vegas Facility") commenced
operations in October 1994 and is located in the Forum Shops at Caesars (the
"Forum Shops"), a high traffic tourist mall which is located between Caesars
Palace Hotel & Casino ("Caesars Palace") and the Mirage Hotel in Las Vegas,
Nevada. The second facility (the "West Edmonton Facility") commenced operations
in August 1995 and is located in the West Edmonton Mall, Alberta, Canada. In
September 1996, the Company opened its third location at Times Square in New
York City, New York (the "Times Square Facility"). 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: (i) a
motion simulator which consists of an enclosed capsule and related equipment and
computer programming (the "simulator"), and (ii) the 3-D films viewed by
audiences in the simulator.
Simulators
The Company utilizes a simulator which it believes to be both space
and cost effective. Each simulator includes an enclosed 15-seat capsule in
which audiences are seated during a given ride. Inside the capsule, each seat
faces a seven foot wide by five foot high 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 will vary depending on the size and
<PAGE>
desired seating capacity of a particular location. The Las Vegas Facility
consists of four capsules of 15 seats each; the West Edmonton Facility consists
of one 15 seat capsule; and the Times Square Facility consists of three capsules
of 15 seats each.
Capsules are mounted on top of a motion base consisting of six
independent hydraulic cylinders which control the movement of the attached
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 and can
be programmed to move in a wider and, as a result, more realistic range of
motions than is possible with three degrees of motion (pitch, roll and heave)
motion bases utilized in many existing motion simulator rides. The motion bases
used by the Company are constructed by a manufacturer of military and commercial
flight simulators as well as motion simulators, such as the ones utilized by the
Company.
Each simulator combines the motion base and capsule with two video
projectors and audio systems which the Company believes provides a visual and
audio presentation without the degeneration of picture and sound that is common
to film format 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 quickly and simply change ride films with the push of
just one 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 central 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
disk, 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 machine.
The equipment utilized by the Company contains standard hydraulic
components which are readily available through the vendors that currently
service the simulators. The Company believes that, should the need arise, other
vendors are available that could manufacture and maintain its equipment.
Moreover, 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 facilities with more than
one capsule.
3-D Films
Each of the Company's attractions utilizes 3-D technology in the
exhibition of the ride films. 3-D technology creates the illusion of three-
dimensional images from two-dimensional projected images. The technology
involves the filming and simultaneous projection of images that are slightly
offset from each other which, when viewed with special
<PAGE>
polarized glasses, create an illusion of depth that is not possible with
traditional filmed entertainment.
As of December 31, 1996, the Company had completed production of three
ride films for exhibition in its attractions. The Company produces the ride
films by contracting with independent film production companies. As of
December 31, 1996, the Company had two additional 3-D ride films under
production. In addition to the ride films discussed above, the company has
acquired two independently produced and financed 3-D ride films.
The typical ride film lasts approximately four minutes. Each capsule
is able to feature approximately nine to twelve attractions per hour, depending
on the actual length of the film. The Company does not anticipate that any of
its attractions will operate at or near maximum capacity.
SALE OF RIDE TICKETS
The Company currently generates virtually all of its income from the
sale of ride tickets. Customers purchase the ride tickets at the ticket booth.
Prior to the showing, ticket-holders are led through an entry 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 completion of the ride film, audiences exit back into the lobby area where
the 3-D glasses are deposited for cleaning in a return basket.
SALES OF SYSTEMS TO THIRD PARTY OPERATORS AND JOINT VENTURE
The Company plans to pursue customers for the sale or joint venture of
its simulator systems. The Company also intends to lease its film library to
buyers of its simulator systems 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 or to joint venture its simulator
systems.
<PAGE>
RETAIL SALES
In addition to revenues generated from attendance at its attractions
and sales and/or leasing of its simulators and ride films, the Company included
a small retail store within its Las Vegas and Times Square Facilities and
intends to include the same in some of its future attraction sites. The retail
stores sells T-shirts, souvenirs and 3-D products which provide an additional
source of potential revenue to the Company while providing a free source of
publicity for the Company's attractions. Retail sales at the Las Vegas and
Times Square Facilities have been minimal compared to the Company's gross
revenues. The Company is currently considering alternatives in promoting and
increasing its retail sales.
RISK FACTORS
IN EVALUATING AN INVESTMENT IN SHARES OF COMMON STOCK OF THE COMPANY,
PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY, AMONG OTHER THINGS, THE
FOLLOWING RISK FACTORS.
Unproven Methods of Operation. The success of the Company is
dependent, among other things, on the Company's ability to open and operate a
sufficient number of attractions with a sufficient number of customers to
generate revenues adequate to support its operations and generate a profit.
However, to date, the Company has experienced and continues to experience net
losses. There can be no assurance that the Company's officers will be able to
operate or manage the Company's business successfully or that the Company will
be able to achieve profitable operations.
Dependence on Management. The Company is significantly dependent upon
the continued availability of Mitch Francis, its President and founder. The
loss or unavailability of Mr. Francis to the Company for an extended period of
time could have a material adverse effect on the Company's business operations
and prospects. To the extent that the services of Mr. Francis would be
unavailable to the Company for any reason, the Company would be required to
procure other personnel to manage and operate the Company and develop its
attractions and ride films. There can be no assurance that the Company would be
able to locate or employ such qualified personnel on acceptable terms. In 1994,
the Company entered into a three-year employment agreement with Mr. Francis
which is still in effect. The Company and Mr. Francis are currently discussing a
long-term extension of that agreement. Both Mr. Francis and the Company are
optimistic as to the likelihood of such renewal.
Dependence on Production of Ride Films. The ability of the Company to
implement its business strategy depends upon its ability to successfully create
and produce ride films for exhibition in its attractions. The Company believes
that the size and quality of the Company's library of ride films is a material
factor in the Company's ability to compete for revenues and in developing a base
of recurring revenue. The Company's current library consists of five ride
films, and the Company is in production for two additional ride films. The
costs of developing ride films can be substantial and the Company will be
subject to
<PAGE>
substantial financial risks relating to the production and development of new
ride films. There can be no assurance that the Company will be able to
successfully create and produce ride films for its library which will be well
received by audiences.
Initial Dependence on Limited Number of Sites. All of the Company's
revenues are being generated from its three locations: Las Vegas, Edmonton and
Times Square. Accordingly, the Company's financial condition and results of
operations in the foreseeable future are likely to be dependent upon economic
and other conditions in the three location areas and on the continued popularity
of the locations. Any deterioration in the local economy or any decrease in
popularity of the locations or the surrounding attractions could have an adverse
impact on the Company's operations. With specific regard to the Times Square
Facility, the lease for the site was executed on August 14, 1995 with an
effective date of January 1, 1996. The Facility is approximately 7,000 square
feet with an annual rent of approximately $369,000. In the event that the
landlord of the Times Square Facility initiates development of a high rise
office tower on the site, the landlord has the right to terminate the Company's
lease upon six months notice, but is required to pay the company $750,000 if the
lease is canceled prior to the second anniversary of the rent commencement date.
Certain disputes have arisen with respect to the obligations of the landlord
under the lease for the Times Square Facility, and, commencing with the rent
payment due for the month of April 1997, the Company has withheld making
payments. The Company has recently received a default notice from the landlord
with respect to the nonpayment of rent. The Company believes that it has
meritorious defenses to the default notice. However, no assurance can be given
that the Company's position will be sustained or that the landlord will not be
successful in enforcing its rights under the lease, including the possible
eviction of the Company from the Times Square Facility.
Dependence on Securing Favorable Locations. The Company's business
and growth is particularly dependent on its success in securing attractive
additional locations on terms favorable to the Company for the installation and
operation of the attractions. There can be no assurance that the Company will
ultimately be able to secure such additional locations on favorable terms, or
will be able to open or successfully operate such additional locations. The
failure to secure additional locations on favorable terms, or at all, would have
material adverse consequences to the growth and success of the Company's
business.
Risks of Expansion. Any expansion by the Company will depend on the
Company's ability to attract qualified management, to market itself successfully
in new locations and to finance such expansion and growth. There can be no
assurance that the Company will be able to implement its growth strategy or that
such strategy will ultimately be viable.
Liquidity; Need for Additional Financing. As of June 30, 1997, the
Company had negative working capital of $940,862. The Company's cash and cash
equivalents as of June 30, 1997 were $152,935 compared to $1,395,978 at December
31, 1996. Accordingly, in order for the Company to continue its operations as
presently constituted and to fulfill its business plan described below, the
Company must obtain additional working capital either in the form of debt,
equity, or a combination thereof. In this connection, the Company has engaged
the investment banking firm of L.H. Friend, Weinress, Frankson & Presson, Inc.,
to serve as the Company's exclusive financial advisor and investment banker. No
assurance can be given, however, that the Company will be successful in raising
capital. Additionally, the Company has and is continuing to take steps to reduce
its expenses without materially impacting its operations.
<PAGE>
Development and Construction Delays; Dependence on Third-Party
Suppliers and Contractors. The Company has experienced significant delays in
the development and completion of the Las Vegas and Times Square Facilities and
there can be no assurance that similar delays will not occur with respect to any
additional attractions developed by the Company. In connection with the
development and construction of attractions, a number of events over which the
Company will have no control could occur that might adversely affect the cost
and completion time of such attractions. Such events include governmental
regulatory approvals, shortages of or inability to obtain labor and/or
materials, inability of the general contractor or subcontractors to perform
under their contracts, strikes, adverse weather conditions and acts of God,
unavailability and cost of needed debt or lease financing, and changes in
Federal, state or local laws or regulations. In addition, the Company is
dependent upon third parties for the equipment needed for its attractions.
Although the Company believes that it will be able to secure commitments for the
necessary equipment and building contractors and personnel needed to design,
construct, install and operate its attractions, the inability to consummate a
contract for the construction and installation of an attraction or any
subsequent failure of any contractor or supplier to comply with the terms of
any of their agreements with the Company would have a material adverse effect on
the Company.
No Assurance of Public Trading Market or Continued Nasdaq Inclusion.
The Company's shares are currently listed on the NASDAQ SmallCap Market. Under
current rules, in order to qualify for continued listing on Nasdaq, a company,
among other things, must have $2,000,000 in total assets, $1,000,000 in total
capital and surplus and a minimum bid price of $1.00 per share if the value of
public float is less than $1,000,000 and its capital and surplus is less than
$2,000,000. NASDAQ has proposed revised maintenance rules which, if adopted,
would require, among other things, $1,000,000 market value for the public float
and a minimum bid price of $1.00 per share. As of the date of this Prospectus,
the Company does not meet either the current or proposed minimum bid price
requirement of NASDAQ. The Company has been advised by letter dated June 3,
1997 from NASDAQ that if it is not in compliance by September 3, 1997, it must
submit, by that date, its proposal for achieving compliance. On the basis of
the information provided by the Company, NASDAQ will then determine whether or
not the Company may continue to be listed on the NASDAQ SmallCap Market. If the
Company is unable to satisfy the maintenance requirements for quotation on
Nasdaq, of which there can be no assurance, the Common Stock would be quoted in
the over-the-counter market National Quotation Bureau ("NQB") "pink sheets" or
on the NASD OTC Electronic Bulletin Board. As a result, an investor may find it
more difficult to dispose of, or obtain accurate quotations as to the market
price of, the Company's Common Stock, which may materially adversely affect the
liquidity of the market for the Common Stock. If the Company were to lose its
quotation on Nasdaq and the price per share of Common Stock were to stay below
$5.00, the Company's Common Stock would come within the definition of "penny
stock" as defined in the Securities Exchange Act of 1934, as
<PAGE>
amended, and the rules thereunder, and as a result, would be subject to certain
disclosure and suitability requirements. Such requirements, if applicable, could
result in a reduction in the level of trading activity for the Company's
securities and could make it more difficult for investors to sell their shares.
Liquidity Risks of Cash Business. As a relatively new company with
limited resources, the Company anticipates that all of the suppliers from which
it purchases inventory, equipment and ride films (to the extent that the Company
purchases or leases ride films from third parties) and the contractors that it
retains to construct and install its attractions will require significant
payments in cash prior to selling goods or rendering services to the Company.
If the Company does not earn and collect revenues in a timely manner, its
ability to pay its suppliers and contractors would be severely hampered. This
would have a material adverse effect on the Company.
Risk of Changes in Consumer Preferences. The entertainment industry
has experienced significant changes in recent years as a result of new
technological developments and other factors. It is not possible to forecast
accurately the effects of recent and future technological developments on the
popularity of motion simulators such as those to be operated by the Company. In
addition, the market for a given entertainment medium or a given motion
simulator attraction depends on consumer preferences which cannot be predicted
with any degree of certainty. Given the rapid technological development in the
entertainment industry and constantly shifting consumer tastes, it is impossible
to predict the success of simulator attractions in general or the success of the
Company's particular attractions and ride films. Moreover, misjudgments or
changes in consumer preferences could have a material adverse effect on the
Company if customers choose to spend their entertainment dollars on products
other than those offered by the Company.
Competition. The Company faces intense competition in the development
and marketing of attractions. Each of Imax Corporation, Iwerks Entertainment,
Inc., and Showscan Corporation, among others, develops and markets simulators
that compete with the simulators and related filmed entertainment to be
developed and marketed by the Company. Each of these corporations has greater
financial and marketing resources than the Company and has an established
reputation 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 which would prevent additional companies from competing with
the Company in the development and operation of attractions except for any
exclusive rights retained by the Company as to a specific location.
The Company also competes with existing motion simulators on a site-
by-site basis. The Company is aware of several competing motion simulator
attractions either currently existing or planned to be opened in the vicinity of
its Las Vegas Facility, including an attraction to be developed by the owner of
the Forum Shops (the location of its Las Vegas Facility) with Imax Corporation
in an expansion of the Forum Shops. In addition, the
<PAGE>
Excalibur Hotel in Las Vegas has a simulator ride facility which has been
operational for approximately six years. Similarly, the new MGM Grand Hotel &
Casino Theme Park and the Luxor Hotel & Casino in Las Vegas offer themed motion
simulator attractions. Other hotels or theme parks in Las Vegas may also acquire
motion simulator attractions.
The Company competes for customers to some extent with theme parks,
traditional motion pictures and other forms of filmed or computer entertainment.
As a result of technological advances and the increased availability of
alternative forms of leisure entertainment, including expanded pay and cable
television service and advanced home audio and video systems, consumer demands
and tastes have and may continue to change. It is impossible to predict what
effect technological and other changes will have on the future success of the
Company's products and services.
Seasonality. Because of the seasonal nature of tourist traffic,
attendance patterns at the Company's attractions is highly seasonal. The nature
and degree of this seasonality will vary among attractions depending on the
nature of tourist and local traffic patterns at a given location as well as the
nature of the entertainment alternatives available to audiences. The Company
expects that attendance at its Facilities will be highest in June through
September -- the height of the tourist season -- and lowest during January and
February. As a result, the Company's results of operations 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.
Risk of Injury; Limited Customer Base. The Company's attractions
utilize motion simulators that create sudden and relatively extreme movement and
changes in direction in order to enhance the realism of the ride films.
Although the Company will require that all customers wear safety belts and
follow certain other safety procedures, there exists a risk that customers could
be injured in the event of an equipment failure or in the event that customers
fail to follow safety instructions. Although the Company maintains insurance
against damages resulting from injuries to its customers, there can be no
assurance that such insurance will be sufficient to adequately protect the
Company against losses resulting from such injuries. In order to avoid
potential injuries to customers, the Company restricts patronage at its
attractions to persons who meet certain size criteria. The Company also posts
notices advising potential patrons with certain health conditions to avoid using
the Company's rides. As a result, the Company is foregoing revenues from a
portion of its potential customer base.
Lack of Patent Protection. The Company does not own any patents,
trademarks, copyrights or similar intellectual property protections of the
technology or equipment used in its attractions. As a result, there are no
technological or patent barriers to entry by other companies into the Company's
business. In the event that the Company's attractions are successful, third
parties may install and operate motion simulator rides similar to the
attractions and other competitors may enter the motion simulator business.
There can
<PAGE>
be no assurance that the Company will be able to compete successfully against
any competitors who may enter the business.
Issuance of Preferred Stock. The Board of Directors has the authority
to issue up to 500,000 shares of preferred stock, $0.01 par value per share, in
one or more series and to fix the number of shares constituting any such series,
the voting powers, designation, preferences and relative participation, optional
or other special rights and qualifications, limitations or restrictions thereof,
including the dividend rights and dividend rate, terms of redemption (including
sinking fund provisions), redemption price or prices, conversion rights and
liquidation preferences of the shares constituting any series, without any
further vote or action by the stockholders. The issuance of preferred stock by
the Board of Directors could adversely affect the rights of the holders of
Common Stock. For example, such issuance could result in a class of securities
outstanding that would have preferences with respect to voting rights and
dividends and in liquidation over the Common Stock, and could (upon conversion
or otherwise) enjoy all of the rights appurtenant to Common Stock.
The authority possessed by the Board of Directors to issue preferred
stock could potentially be used to discourage attempts by others to obtain
control of the Company through a merger, tender offer, proxy contest or
otherwise by making such attempts more difficult to achieve or more costly.
There are no issued and outstanding shares of preferred stock or agreements or
understandings regarding the issuance of preferred stock and the Board of
Directors has no present intention to issue preferred stock.
No Dividends. The Company has not paid any dividends on its Common
Stock and does not intend to pay any dividends in the foreseeable future.
Earnings, if any, are expected to be retained for use in developing and
expanding the Company's business.
Risk of Default of Loan. All of the Company's equipment is encumbered
by a first lien to secure an obligation to an equipment lessor of approximately
$1,575,000. In the event of a default, the Company could lose all or most of
its equipment, thus requiring it to cease operations.
Shares Available For Resale Under Rule 144; Antidutive Effect of
Options or Warrants. In addition to the shares eligible for sale pursuant to
this Prospectus, there are presently outstanding 65,000 shares of Common Stock
which are "Restricted Securities" within the meaning of Rule 144 under the
Securities Act, and thus may only be sold in compliance with an exemption from
registration under Securities Act or pursuant to a registration statement under
the Securities Act. No prediction can be made as to effect, if any, that sales
of such shares of Common Stock or the availability of such shares for sale will
have on the market prices prevailing from time to time. Nevertheless, the
possibility that substantial amounts of Common Stock may be sold in the public
market may adversely affect prevailing market prices for the Common Stock and
could impair the Company's ability to raise capital through the sale of its
equities securities. Additionally, as of June 6, 1997, the
<PAGE>
Company had granted options to purchase an aggregate of 689,500 shares and
warrants to purchase an aggregate of 3,317,206 shares at exercise prices ranging
from 19 cents per share to $4.97 per share. To the extent that options and
warrants are exercised, material dilution of the ownership interest of the
Company's present stockholders will occur. The Company also expects that in the
ordinary course of its business it will issue additional warrants and grant
additional stock options including, but not limited to, options granted pursuant
to Stock Option Plans.
SELLING STOCKHOLDERS
The following table sets forth the name of the Selling Stockholders
and (i) the number of shares of the Offered Securities, including, as indicated,
shares isssuable pursuant to the exercise of Warrants, owned by the Selling
Stockholders as of the effective date of the Registration Statement of which
this Prospectus forms a part, (ii) the maximum number of shares of the Offered
Securities which may be offered for the account of the Selling Stockholders
under this Prospectus, and (iii) the amount and percentage of Common Stock to be
owned by the Selling Stockholders after the completion of this offering assuming
the sale of all of the Offered Securities which may be offered hereunder.
Unless so indicated, none of the Selling Stockholders listed has held any
position, office or other material relationship with the Company in the past
three years.
<TABLE>
<CAPTION>
COMMON
SHARES
BENEFICIALLY COMMON AMOUNT AND
OWNED PRIOR SHARES TO BE PERCENTAGE OF
TO THE SOLD IN THE COMMON STOCK
OFFERING OFFERING OWNED AFTER THE OFFERING
NAME NUMBER NUMBER AMOUNT PERCENTAGE
<S> <C> <C> <C> <C>
Peter Dach 97,437 43,937 53,500
Robert Diamond 16,000 15,000 1,000 0
Sandra Francis 62,500(1) 62,500(1) 0 0
Shirley Francis 88,500 87,500 1,000 ---
David Gendal 15,500 12,500 3,000 0
Robert Ginberg 26,200 20,000 6,200 0
Gottlieb Family Fund,
an Illinois General
Partnership 120,000 100,000 20,000 ---
Peter Grossman 23,500 22,500 1,000 ---
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COMMON
SHARES
BENEFICIALLY COMMON AMOUNT AND
OWNED PRIOR SHARES TO BE PERCENTAGE OF
TO THE SOLD IN THE COMMON STOCK
OFFERING OFFERING OWNED AFTER THE OFFERING
NAME NUMBER NUMBER AMOUNT PERCENTAGE
<S> <C> <C> <C> <C>
Susan Harrison 52,500 52,500 0 0
Joan Lerea 20,000 20,000 0 0
Marlene Bassil 10,000 10,000 0 0
Roger Bassil 10,000 10,000 0 0
Rose Bassil 10,000 10,000 0 0
Norman and Marilyn
Rappoport 35,000 35,000 0 0
Peter Eichberg 17,500 17,500 0 0
Eichberg Associates,
Inc. Profit Sharing Plan 10,000 10,000 0 0
Caryn Straus 112,500 112,500 0 0
Laurence Straus 75,000 75,000 0 0
Associated Electrical 37,500 37,500 0 0
Atomix 3,125 3,125 0 0
All-City Interior 1,110 1,110 0 0
All-Phase Electric Supply 4,353 4,353 0 0
Artech Electrical Corp. 4,091 4,091 0 0
Billups Communication 1,250 1,250 0 0
Colorworks 4,675 4,675 0 0
DB Anderson 752 752 0 0
Digital Artworks 6,102 6,102 0 0
Eipel Engineering 6,102 6,102 0 0
Electronic Diversified 3,670 3,670 0 0
Federal Sign 93,482 93,482 0 0
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COMMON
SHARES
BENEFICIALLY COMMON AMOUNT AND
OWNED PRIOR SHARES TO BE PERCENTAGE OF
TO THE SOLD IN THE COMMON STOCK
OFFERING OFFERING OWNED AFTER THE OFFERING
NAME NUMBER NUMBER AMOUNT PERCENTAGE
<S> <C> <C> <C> <C>
FMG 14,250 14,250 0 0
Goldenvale 16,272 16,272 0 0
Glenridge Fabricators 18,250 18,250 0 0
Impart 878 878 0 0
Industrial Metal Door 1,165 1,165 0 0
International Robotics 2,200 2,200 0 0
Hollander and Associates 3,942 3,942 0 0
Burt Kronfeld 13,346 13,346 0 0
Scot Anderson 934 934 0 0
Trudy Self 24,107 24,107 0 0
Stereovision 1,000 1,000 0 0
Team IX 4,288 4,288 0 0
Warren Miller 15,000 15,000 0 0
Wheaton Van Lines 2,250 2,250 0 0
Wildfire 2,444 2,444 0 0
Window Images 1,578 1,578 0 0
Salvatore Sapienza 17,123(2) 17,123(2) 0 0
Rita Bernstein 87,587(3) 87,587(3) 0 0
Brad Bernstein 87,586(4) 87,586(4) 0 0
Mary E. Donnadio 50,061(5) 50,061(5) 0 0
Trijes Management, Inc. 50,061(6) 50,061(6) 0 0
Lee Skoblow 50,058(7) 50,058(7) 0 0
Lester Morse 23,613(8) 23,613(8) 0 0
Jamie Sohacheski 50,000(8) 50,000(8) 0 0
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
COMMON
SHARES
BENEFICIALLY COMMON AMOUNT AND
OWNED PRIOR SHARES TO BE PERCENTAGE OF
TO THE SOLD IN THE COMMON STOCK
OFFERING OFFERING OWNED AFTER THE OFFERING
NAME NUMBER NUMBER AMOUNT PERCENTAGE
<S> <C> <C> <C> <C>
Finova Technology 100,000(8) 100,000(8) 0 0
James Murphy 5,000 5,000 0 0
Toufic Bassil(9) 180,000(9) 180,000(9) 0 0
</TABLE>
(1) Includes 25,000 shares of Common Stock issuable pursuant to Warrants which
are presently exercisable.
(2) Includes 12,101 shares of Common Stock issuable pursuant to Warrants which
are presently exercisable.
(3) Includes 62,475 shares of Common Stock issuable pursuant to Warrants which
are presently exercisable.
(4) Includes 62,475 shares of Common Stock issuable pursuant to Warrants which
are presently exercisable.
(5) Includes 34,994 shares of Common Stock issuable pursuant to Warrants which
are presently exercisable.
(6) Includes 34,994 shares of Common Stock issuable pursuant to Warrants which
are presently exercisable.
(7) Includes 34,991 shares of Common Stock issuable pursuant to Warrants which
are presently exercisable.
(8) Consists of shares of Common Stock issuable pursuant to presently
exercisable Warrants.
(9) Current Officer. Includes 100,000 shares of Common Stock issuable pursuant
to Warrants which are not presently exercisable.
<PAGE>
PLAN OF DISTRIBUTION
The Offered Securities may be sold from time to time directly by the
Selling Stockholders. The Offered Securities may also be sold by the Selling
Stockholders in (a) ordinary brokerage transactions and in transactions in which
brokers solicit purchasers, (b) sales to a broker or dealer as principal and
resales by such broker or dealer for its own account pursuant to this Prospectus
or (c) in a combination of such methods of sale, at market prices and other
terms prevailing at the time of sale, at prices related to such prevailing
market prices or at negotiated price. The Offered Securities may be sold on any
national securities exchange or automated interdealer quotation system on which
shares of Common Stock are then listed, through negotiated transactions or
otherwise. Brokers, dealers and agents who participate in the sale of the
Offered Securities may receive compensation in the form of underwriting
discounts, concessions or commissions from the Selling Stockholders and/or
purchasers of the Offered Securities for whom they may act as agent. The
Selling Stockholders and any brokers, dealers or agents that participate in the
distribution of the Offered Securities might be deemed to be "underwriters"
within the meaning of the Securities Act, and any profit on the sale of such
Offered Securities and any discounts, commissions or concessions received by any
such brokers, dealers or agents might be deemed to be underwriting discounts and
commissions under the Securities Act. At the time a particular offer of any of
the Offered Securities is made by the Selling Stockholders, to the extent
required pursuant to the Securities Act, a supplement to this Prospectus will be
distributed which describes the method of sale in greater detail. In addition,
any Offered Securities which qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus.
Pursuant to the provisions of a Registration Rights Agreement entered
into between the Company and certain of the Selling Stockholders, such Selling
Stockholders will pay their costs and expenses of selling the shares of Common
Stock offered hereunder, including commissions and discounts of underwriters,
brokers, dealers or agents, and the Company will pay the costs and expenses
incident to its registration and qualification of the Common Stock offered
hereby, including registration and filing fees. In addition the Company has
agreed to indemnify the Selling Stockholders against certain liabilities,
including liabilities arising under the Securities Act.
The Selling Stockholders may indemnify any broker-dealer that
participates in transactions involving the sale of shares of Common Stock
against certain liabilities, including liabilities under the Securities Act.
There can be no assurance that the Selling Stockholders will sell any
or all of the shares of Common Stock offered by them hereunder.
<PAGE>
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Offered Securities by the Selling Stockholders.
DESCRIPTION OF CAPITAL STOCK
The Company's Certificate of Incorporation, as amended, authorizes the
issuance of shares of capital stock of which 20,000,000 are designated as Common
Stock, par value $.01 per share, and 500,000 shares are designated as Preferred
Stock, par value $.01 per share.
Common Stock. Holders of Common Stock are entitled to one vote for
each share of Common Stock on all matters submitted to a vote of stockholders.
There are no cumulative voting rights. The rights, privileges and preferences
of the holders of Common Stock are subject to the rights of the holders of
shares of Preferred Stock that may be designated and issued by the Company in
the future. Holders of Common Stock are entitled to receive dividends when and
if declared the Board of Directors out of legally available funds subject to any
restrictions contained in any Preferred Stock issued by the Company. Upon any
liquidation, dissolution and winding of the Company, subject to the rights of
holders of shares of Preferred Stock, holders of the Common Stock are entitled
to share prorata in any distribution to the stockholders. Holders of Common
Stock do not have preemptive or other subscription rights. There are no
redemption or sinking fund provisions applicable to the Common Stock. All of
the outstanding shares of Common Stock are fully paid and non-assessable.
Preferred Stock. The Company's Board of Directors, without the
approval of the holders of the Common Stock, is authorized to designate for
issuance up to 500,000 shares of Preferred Stock, in such series and with such
rights, privileges and preferences as the Board of Directors may from time to
time determine. As of the date of this Prospectus, no such shares have been
designated.
FORWARD LOOKING STATEMENTS
Statements contained in this Prospectus (including certain of the
documents incorporated by reference herein) that are not based on historical
facts are forward-looking statements subject to uncertainties and risks
including, but not limited to, product and service demand and acceptance,
economic conditions, the impact of competition and pricing, results of financing
efforts, and other risks described in this Prospectus (including certain of the
documents incorporated by reference herein).
<PAGE>
LEGAL MATTERS
The validity of the Common Stock offered hereby has been passed upon
for the Company by Loeb & Loeb LLP, 1000 Wilshire Boulevard, Suite 1800, Los
Angeles, California 90017.
Transfer Company and Registrar. The Transfer Agent and Registrar for
the Common Stock of the Company is Continental Stock Transfer Company, New York,
New York.
EXPERTS
The consolidated financial statements of the Company as of
December 31, 1996 and 1995, and for the two years then ended, appearing in the
Company's Annual Report on Form 10-KSB for the year ended December 31, 1996,
have been incorporated by reference herein in reliance upon the report of BDO
Seidman, LLP, independent certified public accountants, incorporated by
reference herein, and upon the authority of said firm as experts in giving said
report.
________________________________
<PAGE>
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OF THE
UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY THE SHARES BY ANYONE IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON
MAKING THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL CREATE ANY IMPLICATION THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.
TABLE OF CONTENTS
Available Information................................................ 6
Incorporation of Certain Information by Reference.................... 6
The Company.......................................................... 7
Risk Factors......................................................... 10
Selling Stockholders................................................. 16
Plan of Distribution................................................. 20
Use of Proceeds...................................................... 21
Description of Capital Stock......................................... 21
Forward Looking Statements........................................... 21
Legal Matters........................................................ 22
Experts.............................................................. 22
1,682,029 SHARES
CINEMA RIDE, INC.
COMMON STOCK
_______________________
PROSPECTUS
_______________________
____ __, 1997
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses payable by the registrant in connection with
the registration, issuance and distribution of the Common Stock offered hereby
are as follows:
SEC Registration Fee............................ $ 127.43
Nasdaq Small Cap Market System Filing Fee....... $15,474.00
Legal Fees and Expenses......................... $15,000.00
Accounting Fees and Expenses.................... $ 1,000.00
Miscellaneous Expenses.......................... $ 2,500.00
Total...................................... $34,101.43
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 9 of the Certificate of Incorporation of the registrant
provides that a director of the Company shall not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director except for liability (i) for any breach of the directors' duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived any improper personal benefit.
Pursuant to Section 145 of the Delaware General Corporation Law, the registrant
generally has the power to indemnify its present and former directors and
officers against expenses and liabilities incurred by them in connection with
any suit to which they are, or are threatened to be made, a party by reason of
their serving in those positions so long as they acted in good faith and in a
manner they reasonably believed to be in, or not opposed to, the best interests
of the registrant, and with respect to any criminal action, so long as they had
no reasonable cause to believe their conduct was unlawful. With respect to suits
by or in the right of the registrant, however, indemnification is generally
limited to attorneys' fees and other expenses and is not available if the person
is adjudged to be liable to the registrant, unless the court determines that
indemnification is appropriate. The statute expressly provides that the power to
indemnify authorized thereby is not exclusive of any rights granted under any
bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.
The registrant also has the power to purchase and maintain insurance for its
directors and officers.
The preceding discussion of the registrant's Certificate of
Incorporation and Section 145 of the Delaware General Corporation Law is not
intended to be exhaustive and is
<PAGE>
qualified in its entirety by the Certificate of Incorporation and Section 145 of
the Delaware General Corporation Law.
The registrant has entered into indemnity agreements with the
registrant's directors and officers. Pursuant to such agreements, the
registrant will, to the extent permitted by applicable law, indemnify such
persons against all expenses, judgments, fines and penalties incurred in
connection with the defense or settlement of any actions brought against them by
reason of the fact that they were directors or officers of the registrant or
assumed certain responsibilities at the direction of the registrant.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
++3.1 Certificate of Incorporation of the Company with amendments
++3.2 Bylaws of the Company
++5.1 Opinion of Loeb & Loeb LLP
+23.1 Consent of BDO Seidman, LLP
++23.2 Consent of Loeb & Loeb LLP (contained in Exhibit 5.1)
</TABLE>
________________
+ Filed herewith.
++ Previously Filed.
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement; and
<PAGE>
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceedings) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Los
Angeles, State of California, on the 19th day of August, 1997.
CINEMA RIDE, INC.
By /s/ Mitch Francis
-------------------------------
Mitch Francis,
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- --------- -------- ----
<S> <C> <C>
/s/ Mitch Francis Chairman of the Board, August 19, 1997
- ----------------------- President and Chief
Mitch Francis Executive Officer
/s/ Toufic Bassil Chief Financial Officer August 19, 1997
- -----------------------
Toufic Bassil
/s/ Benjamin Frankel Director August 19, 1997
- -----------------------
Benjamin Frankel
/s/ Norman Feinstein Director August 19, 1997
- -----------------------
Norman Feinstein
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Exhibit No. Description
----------- -----------
<C> <S>
++3.1 Certificate of Incorporation of the Company with amendments
++3.2 Bylaws of the Company
++5.1 Opinion of Loeb & Loeb LLP
+23.1 Consent of BDO Seidman, LLP
++23.2 Consent of Loeb & Loeb LLP (contained in Exhibit 5.1)
</TABLE>
________________
+ Filed herewith.
++ Previously Filed
<PAGE>
Exhibit 23.1
Consent of Independent Certified Public Accountants
Cinema Ride, Inc.
Studio City, California
We hereby consent to the use in Amendment No. 3 to the Registration
Statement on Form S-3, Registration Number 333-29307 of our report dated
February 21, 1997, relating to the audit of the consolidated financial
statements and schedules of Cinema Ride, Inc. which are contained in Form 10-KSB
for the year ended December 31, 1996.
/s/ BDO Seidman, LLP
BDO SEIDMAN, LLP
Los Angeles, California
August 20, 1997
