EXHIBIT 10.52

                                SUPPLEMENT #2 TO
                        THE PRIVATE PLACEMENT OFFERING OF
                         CEDRIC KUSHNER PROMOTIONS, INC.


                    THE DATE OF SUPPLEMENT IS MARCH 29, 2004


     Reference  is hereby  made to the  Subscription  Agreement  relating to the
offering by Cedric Kushner Promotions,  Inc. (the "Company") of up to $2,000,000
of the  Company's  10%  Convertible  Promissory  Notes and  Warrants to purchase
common stock.  In connection  therewith,  the Company hereby  informs  potential
subscribers to the Company's private placement offering as follows:

SEC Enforcement Action

Paragraph  4(b) of the  Subscription  Agreement  provides,  in relevant part, as
follows:

     "The Purchaser and its Advisors have carefully  reviewed such documents and
     understand the information contained therein,  including the Form 8-K filed
     by the Company with the SEC on July 25, 2003 which gave rise to the Company
     being  informed by the staff of the SEC that it intends to  recommend  that
     the SEC bring a civil injunction action against Cedric Kushner  Promotions,
     Inc. and its officers and  directors,  alleging that they violated  Section
     10(b) of the  Securities  Exchange  Act of 1934  and  Exchange  Rule  10b-5
     thereunder.  The staff also  alleges  that the  officers  violated  Section
     302(a) of the Public Company Accounting Reform and Investors Protection Act
     of 2002 and Exchange  Act Rule 13a-14  thereunder.  In addition,  the staff
     further  alleges that the officers and directors  aided and abetted  Cedric
     Kushner  Promotions,  Inc.'s  violation of the Exchange Act Sections 13(a),
     13(b)  (2) (A),  13 (b) (2) (B) and  Exchange  Act Rules  12b-20  and 13a-1
     thereunder;

     On March 24, 2004,  the SEC brought a civil action  against  Cedric Kushner
Promotions,  Inc. and its officers and directors.  The action alleges violations
of the Rules and  Regulations  described  above and in general  alleges that the
Company's  10-KSB,  as originally filed,  contained  material  misstatements and
omissions. The remedies sought by the SEC include, but are not limited to:

     o    Monetary fines levied upon the Company and its officers and directors;
     o    Removal of the Company's  current  officers from their positions and a
          prohibition from such  individuals  serving in such capacity for other
          publicly traded corporations;
     o    Removal of the current  members of the  Company's  board of  directors
          from their positions and a prohibition from such  individuals  serving
          in such capacity for other publicly traded corporations; and
     o    Permanently  restraining  and enjoining the Company,  its officers and
          directors  from  violating  the  federal  securities  laws,  rules and
          regulations in the future.

     The Company and its  officers and  directors  intend to  vigorously  defend
themselves  against the SEC. If,  however,  the SEC were to be successful in its
efforts,  the Company's  business,  operations and financial  condition could be
materially adversely affected.

AS THE FOREGOING  REPRESENTS  MATERIAL  INFORMATION AND EVENTS SINCE THE DATE OF
THE SUBSCRIPTION  AGREEMENT,  YOU ARE REQUIRED TO ACKNOWLEDGE AND AGREE THAT YOU
HAVE RECEIVED AND REVIEWED THE FORGOING INFORMATION.  ACCORDINGLY, YOU MUST SIGN
THIS  SUPPLEMENT  IN THE SPACE  PROVIDE  BELOW BEFORE YOUR  SUBSCRIPTION  CAN BE
ACCEPTED.


_______________________________________(Print)
Name Of Subscriber


_______________________________________
Signature of Subscriber

Date:___________________________________


IF THE CUSTOMER  WISHES TO RESCIND HIS/HER  INVESTMENT,  PLEASE SIGN BELOW FOR A
RETURN OF FUNDS;


_______________________________________(Print)
Name Of Subscriber


_______________________________________
Signature of Subscriber