U.S. Securities and Exchange Commission
                             Washington, D.C. 20549

                                  FORM 10-KSB/A


              ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                   For the fiscal year ended December 31, 2002

                         Commission File Number 0-25563

                         CEDRIC KUSHNER PROMOTIONS, INC.


                 (Name of small business issuer in its charter)



              Delaware                                65-0648808
              --------                               ----------
  (State or other jurisdiction                     (I.R.S. Employer
   of incorporation or organization)              Identification No.)


                       1414 Avenue of Americas, Suite 1402
                               New York, NY 10019
               (Address of principal executive offices) (Zip Code)

                                 (212) 755-1944
                           (Issuer's telephone number)

                       Securities registered under Section
                           12(g) of the Exchange Act:

                     Common Stock, par value $0.01 per share
                                (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 [] No [X]

Check if there is no 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. [X]

The Company's revenues from its operations for the fiscal year ended December
31, 2002 were approximately $15,496,000.

As of May 19, 2003, the aggregate market value of the voting stock held by
non-affiliates of the registrant (based on The Over the Counter Electronic
Bulletin Board's last sale price of $0.60 on May 16, 2003) was approximately
$6,461,000.


As of May 21 2003, there were 10,648,707 shares of the registrant's common stock
outstanding.

PRELIMINARY NOTE:

On May 20, 2003, Cedric Kushner Promotions, Inc. (the "Company") filed its form
10-KSB for the period ended December 31, 2002 with the Securities and Exchange
Commission. Prior to making its filing, the Company had been in communication
with its current and former independent certified public accountants, Marcum &
Kliegman LLP ("Marcum") and BDO Seidman, LLP ("BDO"), in order to complete the
required audit of its financial statements and to obtain the consents of said
accountants in connection with the filing. During this process, the Company
received comments and changes with respect to the filing from Marcum and BDO,
which comments and changes were to be addressed and included in the Form 10-KSB,
and which were required to be made in order to obtain the accountants' consent
to the filing of the Form 10-KSB and to the inclusion of their reports therein.

Thereafter, on May 21, 2003, the Company was notified by both Marcum and BDO
that certain of the requested comments and changes that they had provided to the
Company were not included in the filing that was made. In addition, the
accountants have also notified the Company that they had not rendered their
consent with respect to said filing, and that the inclusion of their reports
with respect to the Company's financial statements was not authorized by them.

In light of the foregoing, the Company undertook a review of the events
surrounding the filing, and has concluded that the filing was made without the
authority and consent of the accountants. In addition, the Company has concluded
that, in accordance with its filing and other disclosure obligations under the
Securities Exchange Act of 1934, it was in the best interest of all parties
concerned to prepare and file this Form 10-KSB/A which omits the auditor's
reports and consents contained in the original Form 10-KSB filed on May 20,
2003.

This amended Form 10-KSB/A is being filed without the reports or consents of the
Company's independent certified public accountants with respect to the Company's
financial statements. Further, the Company is aggressively seeking to have the
amended report reviewed by the accountants and to have the accountants provide
any additional comments required to complete their reports and to deliver their
consents in connection with the filing.

The Company intends to file a further amended report to rectify the filing,
which report will include the reports and consents of appropriate independent
certified public accountants with respect to the Company's financial statements,
at the earliest practicable date.

<PAGE>



                         CEDRIC KUSHNER PROMOTIONS, INC.
                                   FORM 10-KSB
                                      INDEX






<TABLE>
<CAPTION>
                                                                                              PAGE
                                                                                              ----
PART I
<S>                                                                                           <C>
  Item 1.      Description of Business..........................................               3
  Item 2.      Description of Property..........................................               5
  Item 3.      Legal Proceedings................................................               5
  Item 4.      Submission of Matters to a Vote of Security Holders..............               6

PART II
  Item 5.      Market for Common Equity and Related Stockholder Matters.........               7
  Item 6.      Management's Discussion and Analysis.............................               9
  Item 7.      Financial Statements.............................................               F1
  Item 8.      Changes in and Disagreements with Accountants on Accounting
               and Financial Disclosure.........................................               13

PART III
  Item 9.      Directors and Executive Officers; Compliance
               with Section 16(a)...............................................               14
  Item 10.     Executive Compensation......................................                    15
  Item 11.     Security Ownership of Certain Beneficial Owners and
               Management and Related Stockholder Matters.......................               17
  Item 12.     Certain Relationships and Related Transactions...................               18
  Item 13.     Exhibits, List and reports on Form 8-K...........................               20
  Item 14.     Controls and Procedures..........................................               21




SIGNATURES......................................................................               23

CERTIFICATIONS OF CEO AND CFO...................................................               24

EXHIBITS........................................................................               26

</TABLE>
                                       2
<PAGE>


                                     PART I

Item 1   DESCRIPTION OF BUSINESS


DESCRIPTION OF THE REGISTRANT

The Registrant was incorporated in February 1996 under the laws of the State of
Delaware as Hippo, Inc., a golf equipment and apparel manufacturer. In January
1998, the Registrant changed its name to Outlook Sports Technology, Inc. to
reflect a greater focus on sports product research and development operations.
In the first three months of the year 2000, the Registrant changed its
management team and its business mission. After a brief restructuring period in
January 2000, the Registrant appointed Adam Goldberg as its President, and
Steven Angel as its Secretary and Executive Vice President. In fiscal year 2000,
the Registrant launched a redefined business mission as an Internet technology
and e-commerce incubator. In connection with the change in business focus, the
Registrant changed its name to Fusion Fund, Inc. In December 2000, the
Registrant changed its name to Zenascent, Inc. On or about February 2, 2001, the
Registrant's stock began trading under the symbol "ZENA."

From December 2000 through April 30, 2002, the Registrant was a non-operating
public shell corporation with nominal assets. Following a reverse merger, the
management of Cedric Kushner Boxing, Inc. ("CKB") controls the combined company,
and the principal stockholders of CKB are the principal stockholders of the
Registrant. Upon consummation of the reverse merger, CKB became a wholly owned
subsidiary of the Registrant, with the Registrant functioning solely as a
holding company. On or about January 16, 2002, the Registrant changed its name
to Cedric Kushner Promotions, Inc.

DESCRIPTION OF BUSINESS

Unless otherwise indicated, or unless the context otherwise requires, all
references below to the terms "Registrant," "CKB," "we," "our," "us" or "our
company" shall mean the Registrant and CKB, after giving effect to the reverse
merger.


At May 21, 2003, we employed 6 full-time employees and 6 part-time/consultant
employees. None of these employees is subject to a collective bargaining
agreement, and there is no union representation within our company. We maintain
various employee benefit plans and believe our employee relations are good.


OVERVIEW

CKB was incorporated under the laws of the State of Delaware on March 5, 1999.
CKB is an integrated media and entertainment company. Its primary businesses
include:

(i) Cedric Kushner Promotions, Ltd., a New York corporation ("CKP"), which
serves as an international boxing promotional organization; and (ii) Big
Content, Inc. ("Big Content") through which CKB manages, develops, produces and
markets television programming, pay-per-view programming and live events, as
well licensing and selling branded consumer products.

SUBSIDIARIES AND OPERATIONS

The Registrant's wholly owned subsidiary, CKB, functions as a holding company
for CKP and Big Content. In addition, Big Content is the parent of ThunderBox,
Inc., a Delaware corporation ("ThunderBox").

Cedric Kushner Boxing, Inc.

CKB is engaged in the business of promoting boxing events and professional
boxers and is engaged in the creation, distribution and maintenance of media
properties related to boxing through its ownership of Big Content. Incorporated
on March 5, 1999 under the laws of the State of Delaware, CKB operates as a
holding company for its wholly owned subsidiaries, CKP and Big Content. Big
Content owns a majority share of ThunderBox.

Cedric Kushner Promotions, Ltd.

CKP manages the promotion of professional boxing events and professional boxers
(it is party to all contracts with boxers whom we promote). CKP provides event
management that includes, among other things, securing venues/sites and
coordinating promotions. It also manages boxing operations, including talent
acquisition and development, matchmaking, and coordination with sport governing
bodies. CKP typically acquires the rights to boxing athletes and packages those
rights to television networks, venues, sponsors and other promoters. It promotes
an average of 30 events per year, televised to over 50 different countries each
month. It has promotional rights to approximately 32 of the world's top boxing
athletes, including several of the top heavyweight boxers. CKP is one of the
major suppliers of boxing talent to the world's leading television networks,
including HBO, Showtime, Fox Sports Network, ESPN and Eurosport.

                                       3
<PAGE>

Big Content, Inc.

Big Content manages the creation, distribution (both domestically and
internationally), and maintenance of all of our media holdings, including our
media library of videotaped boxing events and current original television
programming. Media property assets also include the following series:

                             Heavyweight Explosion:

This monthly series, which originated in 1994, is one of the most
successful boxing programming franchises in the world. The series is
the anchor program of Eurosport's boxing schedule and is seen in over
100 countries each month. It also serves as CKP's "farm system" for
identifying and securing relationships with emerging boxing prospects
and has been the force behind many of the current top 20 heavyweights.

The "World Championship" Series

This series debuted in 1993 and also enjoys a large monthly global
television audience. There are usually six events per year distributed
to leading networks worldwide.

                                   ThunderBox

         ThunderBox, a majority-owned subsidiary of Big Content, owns, produces
         and distributes "ThunderBox," a program that debuted in October 2000,
         marking the return of weekly boxing on free domestic television for the
         first time in over twenty years. CKP promotes many of the boxers on
         ThunderBox, which is centered around a sanctioned heavyweight
         tournament where young boxing prospects compete to be the next
         "ThunderBox Champion" or the next "Baddest Man on the Planet." The
         program is syndicated in the U.S. broadcast market and several major
         corporations are advertisers and sponsors of the program. The
         ThunderBox experience synthesizes boxing, music, fiction, Internet and
         interactive elements and is intended to draw viewership from the 18-34
         year-old demographic segment.

MARKET OPPORTUNITY

Boxing is one of the world's most popular spectator sports and has broad-based
international appeal. The sport is an essential programming asset of many of the
major television networks and has proven to be a powerful vehicle for
subscription and pay television in particular. Domestically, the two leading
premium networks, HBO and Showtime, use boxing as core programming. Boxing is
one of the highest rated program groupings for both of these networks. Boxing
also drives the pay per view ("PPV") industry. The top 10 PPV events of all time
are professional boxing matches.

COMPETITION

Professional boxing is dominated by a handful of promoters who work with the
world's leading television networks and venues. There are approximately 10 major
boxing promoters in the world, most of which are based in the United States.
CKP's major U.S. competitors are Don King Productions, Top Rank and Main Events.

BUSINESS GROWTH STRATEGY

The Registrant's growth plan focuses on the following strategies:

X Expanding our core boxing business, both domestically and internationally by:


X Signing, developing and acquiring new boxing talent that can achieve
marquee or star status and become premium cable and PPV attractions;
Increasing the sales of media rights, site rights, and sponsorship for
existing boxing series; focusing efforts on the Spanish-speaking
marketplace with programming and live events through a partnership with
a Spanish-language media group; Acquiring other boxing promotional
companies in an effort to increase market share; extending our
core-boxing brand into boxing-related merchandising through licensing
arrangements with established merchandisers; creating and distributing
other boxing driven content; Acquiring boxing video libraries,

|X|Developing our presence in other entertainment and sports-driven
categories (not related to boxing) under the Big Content division by
developing a digital channel and ancillary products in the areas of
merchandising consulting services and non-boxing driven properties;
Consideration of corporate acquisitions of companies in the sports
marketing, management (athletes, entertainers, and television
production); and Rights-generating businesses (other event-driven
sport/entertainment products).


                                       4
<PAGE>

Item 2. DESCRIPTION OF PROPERTIES

Our offices are located at 1414 Avenue of Americas, Suite 1402, New York, New
York 10019. This office accommodates our full time corporate and administrative
personnel. Our current rent is $7,146 per month.


Item 3. LEGAL PROCEEDINGS

On November 13, 2001, Golden Gloves (PTY) Limited, a boxing promoter based in
Johannesburg, South Africa ("Golden Gloves"), commenced a legal action in the
Supreme Court of the State of New York, County of New York against CKP and the
Company's President. Golden Gloves alleged that CKP breached an agreement to
share certain profits related to certain boxers. This matter has been settled in
accordance with a written agreement dated February 20, 2003 between the parties.
The details of the agreement are confidential, but they basically involved an
extended payout over two years. In the event of a default of this agreement, the
Company will be responsible for the full amount of any unpaid balance, interest
and legal fees.

In February 2003, Investor Relations Services, Inc. ("IRSI") filed arbitration
against the Company arising from a dispute regarding the termination by the
Company of an agreement between IRSI and the Company. The agreement was
originally to be effective from May 13, 2002 through May 12, 2005. As
compensation for its services, the Company was to issue 2,631,580 shares of the
Company's common stock of to Summit Trading, Ltd., an affiliate of IRSI.. The
Company, however, determined that IRSI would be unable to fulfill its contract
obligations under the agreement, which resulted in the Company terminating its
agreement with IRSI. IRSI alleged that the agreement was terminated without
cause and that full payment in the amount of 2,631,580 shares of common stock
was owed.

As a result, legal action was initiated. The case was referred to mediation as a
necessary precondition before arbitration can move forward. Mediation is
expected to take place sometime during the month of May. As such, discovery has
not yet occurred and the party pleadings have not yet been exchanged. It is
premature at this time for the Company to determine the merit of this suit;
therefore, no amounts have been accrued as of December 31, 2002. However, there
could be a material, adverse effect on our revenues, profits, results of
operations, financial condition and future prospects should IRSI prevail.

In July 2002, CKP and Cedric Kushner agreed to a stipulation for judgment
against the Company's President by Zomba Recording Corporation ("Zomba") related
to amounts owed Zomba under an Amended and Restated Promissory Note dated August
2, 2001 in the amount of $762,876. Further, in August 2002, the Company's
President executed a Mortgage Security Agreement granting a security interest in
an apartment property owned by the Company's President to Zomba. As of December
31, 2002, the unpaid balance owed to Zomba by CKP was approximately $267,000.
There could be a material, adverse effect on our revenues, profits, results of
operations, financial condition and future prospects if we are unsuccessful in
securing financing to fund this obligation.

On August 23, 2002, the Company agreed to a stipulation for judgment against the
Company by a boxer relating to shared profits owed to the boxer. The Company had
agreed to pay the boxer approximately $610,000 plus interest by February 28,
2003. The parties have since agreed to extend the payment due date by
approximately four months in consideration for a substantial additional payment.

On April 18, 2003, the Company entered into a Settlement Agreement ("Mathis SA")
with Buster Mathis, Jr. ("Mathis") regarding a civil action against the
Company's President and certain subsidiaries of the Company in the United States
District Court for the Southern District of New York styled Buster Mathis, Jr.
v. Cedric Kushner et al., and obtained a judgment therein after a jury trial in
the total amount of $702,455. Subject to full performance of the terms and
conditions of the Mathis SA, all claims between Mathis and the Company and its
affiliates were compromised and settled in consideration for the payment by the
Company of the principal sum of $550,000 with interest at the rate of 2.9% per
annum. This settlement sum is payable in certain installments that commenced on
December 17, 2002 and continue until September 15, 2004.

                                       5
<PAGE>

As of May 18, 2003, the Company has paid $150,000 pursuant to the Mathis SA.
Until September 15, 2003, the Company has the option to satisfy $275,000 of the
settlement amount by issuing unrestricted shares of the Company's common stock
to Mr. Mathis ("Mathis Shares"). The number of Mathis Shares to be delivered
shall be an amount having the equivalent value of $275,000 plus accrued interest
("Share Value"), which value shall be based upon the average closing price of
shares of the Company's common stock as traded in the public market, for a
period of ten trading days prior to the effective date of a registration
statement covering such Mathis Shares. Upon receipt of the Mathis Shares, Mathis
has a period of 20 days to decide whether Mathis wishes to hold or sell the
Shares.

If Mathis elects to sell the Mathis Shares, the Company has agreed to guaranty
that the sale proceeds from the sale of these Mathis Shares equals the Share
Value. In further consideration for Mathis granting the Company the above
option, the Company has agreed to deliver to Mathis at the same time the Mathis
Shares are issued, an additional amount of shares of freely-tradable,
unrestricted common stock of the Company equal to 10,000 shares for each
calendar month after May 2003 that the Mathis Shares have not been delivered to
Mathis (with Mathis' entitlement vesting on the first calendar day of each month
commencing on June 1, 2003). For example, in the event the Mathis Shares are not
delivered until September 15, 2003, the Company is required to deliver to Mathis
an additional 40,000 shares of the Company's common stock, which will have
vested 10,000 shares each on June 1, July 1, August 1, and September 1, 2003,
respectively. The Company has agreed to certain not to make any extraordinary
payments that are also outside the ordinary course of business to creditors,
shareholders or employees.. The Settlement Amounts are additionally secured by a
lien on the Company's President's East Hampton residence.

In the normal course of business, the Company is involved in legal disputes
concerning contractual rights and breaches of contract related to its boxers and
the promotion of boxing events, certain service providers, and other issues. At
December 31, 2002, the Company had accrued an aggregate of approximately
$180,000, representing its estimated exposure from these legal disputes. There
can be no assurance that any future legal proceedings will not have a material
adverse affect on the Company.


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

None.

                                      6
<PAGE>




                                     PART II

Item 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS


Quarter Ended:                            High*    Low*
---------------------------------------------------------
March 31, 2001                              0.50    0.22
June 30, 2001                               0.53    0.25
September 30,2001                           1.86    0.35
December 31, 2001                           1.94    1.06
March 31, 2002                              1.80    1.05
June 30, 2002                               1.20    1.00
September 30,2002                           1.04    0.95
December 31, 2002                           1.10    0.80
March 31, 2003                              1.00    0.55
June 30, 2003 (as of May 16, 2003)          0.75    0.47



Market For Securities

Our common stock has been quoted on the Over the Counter Bulletin Board since
March 16, 1999 and currently trades under the symbol "CKHP". The following
table sets forth the high and low sale price of the Common Stock on a quarterly
basis, as reported by Nasdaq:

*Over the counter market quotations reflect inter-dealer prices, without retail
mark-up, markdown or commission, and may not represent actual transactions.

As of May 19, 2003 there were approximately 105 holders of record of common
stock. We have not paid dividends on our common stock outstanding in the past.
There are no restrictions that limit our ability to pay dividends in the future.

Recent Sales of Unregistered Securities

The issuances described in this Item 5 were made in reliance upon the exemption
from registration set forth in Section 4(2) of the Securities Act relating to
sales by an issuer not involving any public offering. None of the foregoing
transactions involved a distribution or public offering. The recipients of all
of these securities represented that such securities were being acquired for
investment and not with a view to the distribution thereof. In addition, the
certificates evidencing these securities bear restrictive legends. All investors
represented that they were either sophisticated or accredited investors. All
investors were given full disclosure concerning the Company and its business as
well as a full opportunity to ask questions of and receive answers from the
Company and its officers and authorized representatives regarding the terms and
conditions of the offering as well as the affairs of the Company and related
matters.

Description of the 1998 Incentive and Non-Qualified Stock Option Plan

The 1998 Incentive and Non-Qualified Stock Option Plan (the "1998 Plan") was
designed to provide additional incentive to present and future officers and
other employees of the Company and to certain other individuals providing
services to or acting as directors of the Company or any subsidiary by providing
them with the opportunity to acquire or increase their proprietary interest in
the Company through the acquisition of shares of our Common Stock. The 1998 Plan
provides for the issuance of Incentive Options and Nonqualified Options.

The 1998 Plan is administered by either the full Board of Directors (the
"Board") or if appointed by the Board, a committee consisting of at least two
Disinterested Directors (as defined therein) (in either case, the "Plan
Administrator"). The Plan Administrator has the discretion to determine the
persons to whom Options are granted (although Incentive Options may only be
granted to officers and employees), the number of shares to be covered by each
Option and the option price. The 1998 Plan provides that the total amount of
Common Stock with respect to which Options may be granted shall not exceed
800,000 shares.

                                      7
<PAGE>

If the Company effects a subdivision or consolidation of shares or other capital
readjustment, the payment of a stock dividend, or other increase or reduction of
the number of shares of the outstanding Common Stock, without receiving
compensation thereof in money, services or property, the class and aggregate
number of shares that may be subject to Options granted under the 1998 Plan
shall be subject to adjustment or substitution as provided therein.

Although Nonqualified Options may be issued at any option price determined by
the Plan Administrator, the option price for Incentive Options will be no less
than the fair market value of the Common Stock on the date an Option is granted
(or 110% of fair market value in the case of persons holding 10% or more of the
combined voting power of all classes of stock of the Company). In addition, the
aggregate fair market value (as of the date of grant) of all shares of stock
issuable to an optionee pursuant to Incentive Options, which become exercisable
in a given calendar year cannot exceed $100,000 for such calendar year. Options
become exercisable as provided by the Plan Administrator and shall become null
and void upon the occurrence of certain conditions as determined by the Plan
Administrator, including the expiration of no more than 10 years after the date
of the grant (or five (5) years in the case of Incentive Options granted to
persons holding 10% or more of the combined voting power of all classes of stock
of the Company).

Options may be exercised upon delivery by the optionee of written notice of
exercise and tender of full payment in cash or "mature" common stock, or, with
the Plan Administrator's consent, in other property or through a broker-assisted
cashless exercise mechanism or by such other method as the Plan Administrator
may determine.

In the event of a merger, consolidation or sale of the Company (for purposes of
this paragraph, the "Transaction") that does not result in a change of control,
each optionee shall be entitled to receive in lieu of the shares of Common Stock
as to which the Option was exercisable immediately prior to the Transaction (for
purposes of this paragraph, the "Shares"), the number and class of shares of
stock or other securities, cash or property to which the optionee would have
been entitled pursuant to the terms of the Transaction if immediately prior to
the Transaction, the optionee had been the holder of record of the Shares. In
the event that the shareholders of the Company do not retain at least 50% of the
voting power of the Company upon the consummation of the Transaction, either (i)
the optionee shall be entitled to the same rights as in a Transaction that does
not result in a change of control, (ii) the Options may become fully vested and
exercisable in full from and after a date prior to the effective date of such
Transaction, or (iii) the Company may cancel outstanding Options upon reasonable
notice to the optionees.

The Board has the discretion to determine the termination date of the Options
and therefore, may provide that a Non-Qualified Option shall terminate prior to
its expiration date. Incentive Options generally terminate on the earlier to
occur of: (i) the expiration date of the Option, (ii) immediately upon the
termination of the optionee's employment relationship with the Company "for
cause" (as defined in the 1998 Plan), or (iii) thirty days following the
termination of the optionee's employment relationship with the Company "without
cause" (as defined in the 1998 Plan). If the optionee dies while in the employ
of the Company and prior to the expiration of such optionee's Incentive Option,
the Incentive Option shall terminate on the earlier to occur of (i) the
expiration date of the Option, or (ii) 180 days following the date of such
death. If the optionee shall retire in good standing from the Company or as a
result of disability, the Incentive Stock Option shall terminate upon the
earlier to occur of (i) the expiration date of the Option, or (ii) 90 days after
the date of such retirement or disability.

Options generally may not be transferred other than by will or the laws of
descent and distribution. The 1998 Plan further provides that during an
optionee's lifetime, Options shall be exercisable only by the optionee. The
delivery of Common Stock pursuant to the exercise of an Option granted under the
1998 Plan is subject to the satisfaction by the optionee of all applicable tax
withholding requirements by remitting cash to the Company or by other means
approved by the Plan Administrator.

The 1998 Plan became effective on June 25, 1998 and Options may not be granted
under the 1998 Plan after June 25, 2008. The 1998 Plan provides that it will
terminate (i) when the total amount of the Common Stock with respect to which
Options may be granted shall have been issued upon the exercise of Options or
(ii) by action of the Board as provided therein. The 1998 Plan also provides
that it may be amended or terminated at any time by the Plan Administrator,
provided that no such amendment or termination shall be made without shareholder
approval if such approval is necessary to comply with any tax or regulatory
requirement applicable to the 1998 Plan.

                                       8
<PAGE>

The following table sets forth information concerning the issued options,
weighted average exercise prices and remaining shares available under, the 1996
Plan and the 1998 Plan.
<TABLE>
<CAPTION>

------------------------------------------------------------------------------------------------------------------------------------
                                                Number of securities to be      Weighted-average exercise    Number of securities
                                                issued upon exercise of         price of outstanding         remaining available for
                                                outstanding options warrants    options warrants and rights  future issuance under
                                                and rights (a)                  (b)                          stock option plans
                                                                                                             (excluding securities
                                                                                                             reflected in column
                                                                                                             (a) and (c)
------------------------------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------------------------------
<S>                                                         <C>                          <C>
Stock option plans approved by our shareholder              166,832                      $0.83                          -

Stock option plans not approved by our shareholder          149,000                       1.43                          N/A

</TABLE>





Item 6.    MANAGEMENT'S DISCUSSION AND ANALYSIS
           OF FINANCIAL CONDITION AND RESULTS OF OPERATION


Introduction and Certain Cautionary Statements

The following discussion and analysis of our financial condition and results of
operations focuses on and is intended to clarify the results of our operations,
certain changes in our financial position, liquidity, capital structure and
business development for the periods covered by the financial statements
included in this Annual Report. This discussion should be read in conjunction
with, and is qualified by reference to, the other related information including,
but not limited to, the audited financial statements (including the notes
thereto and the independent auditor's report thereon), the description of our
business, all as set forth in this filing, as well as the risk factors discussed
below.

The discussion set forth below, as well as other portions of this filing,
contains statements concerning potential future events. Readers can identify
these forward-looking statements by their use of such verbs as expects,
anticipates, believes or similar verbs or conjugations of such verbs. If any of
our assumptions on which the statements are based prove incorrect or should
unanticipated circumstances arise, our actual results could materially differ
from those anticipated by such forward-looking statements. The differences could
be caused by a number of factors or combination of factors including, but not
limited to, those discussed below. Readers are strongly encouraged to consider
those factors when evaluating any such forward-looking statement. We will not
update any forward-looking statements in this filing.


OVERVIEW

Cedric Kushner Promotions, Inc. (the "Company") promotes world champion and top
contender boxers through its wholly owned subsidiary Cedric Kushner Promotions,
Ltd. ("CKP"). In addition to its representation and promotion efforts, the
Company also produces and syndicates world championship boxing events for
distribution worldwide. A steady program supplier to the world's leading
television networks, including HBO, ESPN, and Eurosport, the Company promotes
televised events from venues all around the world.

CKP, formed in 1974 by promoter Cedric Kushner, originally achieved prominence
in the field of rock-'n-roll music and is now an active promoter of championship
bouts worldwide. In addition to its North American business, CKP promotes boxing
in Europe and Africa. CKP packages premier boxing shows for the global
television marketplace, through its television arm, the Cedric Kushner Sports
Network ("CKSN") and as of March 15, 2002, Big Content, Inc. ("Big Content").

Big Content manages the creation, distribution (both domestically and
internationally), and maintenance of all media holdings, including the Company's
media library of videotaped boxing events and current original television
programming.

Beginning March 16, 2002, the Company had two reportable segments, boxing and
media. For the year ended December 31, 2002, the net assets, net revenues and
net loss of the Company are attributable primarily to the operations of CKP.

                                      9
<PAGE>
On April 30, 2002 the Company consummated its Agreement and Plan of Merger with
Zenascent Newco, Inc., Cedric Kushner Boxing, Inc. ("CKB"), Cedric Kushner
Promotions, Ltd., and the stockholders of Cedric Kushner Boxing, Inc. As a
result of this merger, CKB became a wholly owned subsidiary of the Company. The
Company has redefined its business model and has commenced operations in the
promotion of sports and entertainment events. Accordingly, a change in control
of the Company occurred in connection with the merger, and the merger was deemed
a "reverse merger" for accounting purposes. The acquisition of Zenascent has
been recorded based on the fair value of Zenascent's net liabilities, which
amounted to approximately $993,000. The reverse acquisition was accounted for as
a recapitalization and the stockholders' equity was retroactively restated to
January 1, 2002. The financial statements are those of the Company prior to the
date of the merger.


CRITICAL ACCOUNTING POLICIES

The accompanying discussion and analysis of our financial condition and results
of operations are based upon our consolidated financial statements, which have
been prepared in accordance with generally accepted accounting principles in the
United States of America ("US GAAP"). The preparation of these financial
statements requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosure of
contingent assets and liabilities. These estimates form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. We base our estimates and judgments on
historical experience and all available information. However, future events are
subject to change, and the best estimates and judgments routinely require
adjustment. US GAAP requires us to make estimates and judgments in several
areas, including those related to recording various accruals (such as incentive
compensation and restructuring costs), income taxes, the useful lives of
long-lived assets such as property and equipment and potential losses from
contingencies and litigation. We believe the policies discussed below are the
most critical to our financial statements because they are affected
significantly by management's judgments, assumptions and estimates.


Revenue Recognition

Boxing Promotions
Fight revenue - Promotional fight revenue is comprised of box office ticket
sales, site fee income and sponsorships and endorsements. Fight revenue is
recognized in full on the date of the event.

Television rights and fees - Television rights and fees are comprised of
domestic and foreign television rights and fees, paid for live boxing events.
Television rights and fees are recognized in full at the time of the event.

Media
Advertising - Advertising revenue is recognized when the commercials are aired.

Television rights and fees - Television series are initially produced for the
broadcast and cable networks, cable networks or first-run television syndication
(the primary markets) and may be subsequently licensed to foreign or domestic
cable and syndicated television markets (the secondary markets). Revenues from
the distribution of television products are recognized when the series are
available to telecast.

Intangible Assets
As a creator and distributor of sports and entertainment copyrights, the Company
has a significant and growing number of intangible assets, including video and
television libraries and trademarks. In accordance with generally accepted
accounting principles, the Company does not recognize the fair value of
internally generated intangible assets.

Costs incurred to create and produce a copyrighted product, such as the
television series, are either expensed as incurred, or capitalized as tangible
assets as in the case of inventoriable product costs. However, accounting
recognition is not given to any increasing asset value that may be associated
with the collection of the underlying copyrighted material. Intangible assets
acquired in the initial capitalization of the Company have been capitalized and
are being amortized over their expected useful lives as a non-cash charge
against future operations.


Video and television libraries acquired through the Big Content acquisition are
amortized over a useful life of up to 10 years using the straight-line method.
Amortization of intangible assets was approximately $572,000 and none for the
years ended December 31, 2002 and 2001, respectively.

                                       10
<PAGE>
COMPARISON OF THE YEARS ENDED DECEMBER 31, 2002 AND DECEMBER 31, 2001

Revenues decreased by approximately $2,657,000, or 15%, to $15,496,000 for the
twelve months ended December 31, 2002, from $18,152,000 for the twelve months
ended December 31, 2001. While the number of televised events promoted were
equal to almost the same number of events during each period, the average size
of the events decreased significantly from approximately $443,000 per event
during the twelve months ended December 31, 2001 to approximately $378,000 for
the same period in 2002. This decrease was due to relatively fewer premium cable
licensing fees due to the expiration of contracts with premium level boxers. In
addition, the Company experienced a decrease in activity from our talent command
premium cable-licensing fee.

The following is a breakdown of revenues by product or type:
<TABLE>
<CAPTION>


                                                      % of total     2001      % of total      2002
                                                      - -- -----     ----      - -- -----      ----
REVENUES
<S>                                                   <C>            <C>       <C>             <C>
   Boxing promotions                                  $13,678,363     88%       $16,886,129     100%
   Media                                                              12%                         0%
                                                        1,817,670                         -

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

TOTAL REVENUES                                        $15,496,033    100%       $16,886,129     100%


                                                      ---------------         ----------------
</TABLE>

Cost of revenues, which comprises of media costs of $2,965,000 and boxing
promotion costs of $12,658,000, decreased by approximately $111,000 to
$15,622,000 for the twelve months ended December 31, 2002, compared to
$15,733,000 incurred for the twelve months ended December 31, 2001. The decrease
in cost of revenues is attributable to the lower dollar volume of events
promoted by the Company.

General and Administrative Expenses increased by approximately $1,452,000 to
$3,127,000 for the twelve months ended December 31, 2002, from $1,675,000 for
the twelve months ended December 31, 2001. The Company recorded a non-cash
expense, classified as "compensatory element of stock issuances for selling,
general and administrative expenses", of approximately $1,205,000 relating to
the May 13, 2002 Agreement (the "IRSI Agreement") with Investor Relations
Services, Inc. ("IRSI"). Under the IRSI Agreement, IRSI agreed to provide
certain investor relation services for the Company in exchange for 2,631,580
unregistered and restricted shares of the Company's common stock.

The Company recorded $1,497,000 in financing costs paid in stocks and warrants
for the year ended December 31, 2002, compared to none in the prior year.

In compliance with SFAS No. 142, the Company assessed potential future
impairments of goodwill and reassessed the useful lives of other existing
recognized intangible assets which resulted in the recognition of a $1,818,000
loss on impairment of its intangible assets and a $1,105,000 loss on impairment
of goodwill for the year ended December 31, 2002, compared to none for the year
ended December 31, 2001.

Interest Expense and Financing Cost increased for the year ended December 31,
2002 by approximately $881,000 from $260,000 in the prior year to $1,141,000.
This increase is attributable to costs incurred related to the Company's
incurrence of approximately two million dollars of debt convertible to equity.
The beneficial conversion feature related to this debt is amortized and recorded
as interest expense over the maturity of the debt or immediately for any portion
that is converted to equity. Further, interest expense has increased due in part
to the debt incurred as a result of CKB's merger with Big Content, additional
interest related to the extension of the maturity dates of warrants issued with
debt in 1997 and due in part to an increase in the cost of funds borrowed by the
Company.


Amortization and depreciation expenses increased by approximately $270,800 to
$682,000 for the twelve months ended December 31, 2002, from approximately
$412,000 for the twelve months ended December 31, 2001. Amortization expense
comprised of approximately $60,000 in signing bonus amortization in 2002,
compared to approximately $368,600 in 2001, and $572,400 in intangible asset
amortization in 2002, compared to none in the prior year.


The Company also recognized approximately $247,700 as a loss in its disposal of
property and equipment in 2002.

                                       11
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2002, CKB's cash's balance reflected an overdraft of
approximately $7,500 (reclassified on the balance sheet as part of current
liabilities) as compared to $62,000 at December 31, 2001, a decrease of $70,000.

Net cash used in operations was approximately $5,016,000 in 2002, compared to
net cash provided of approximately $377,000 in 2001. The decrease in cash
provided by operations is due primarily to, a change from a net income of
$83,000 in 2001 to a net loss of $10,176,000 in 2002, of which $1,205,000 is the
result of non-cash compensation.


Net cash provided by investing activities was $463,000 in 2002, compared to net
cash used in investing activities of approximately $1,169,000 in 2001. Net cash
provided by investing activities was $463,000 in 2002, compared to net cash used
in investing activities of approximately $1,169,000 in 2001, a difference of
approximately $1,632,000. The net cash used by investing activities of the
Company in 2001 is primarily comprised of the following: prepaid merger costs,
signing bonuses and advances to Big Content, a related party, in the amounts of
approximately $258,000, $262,000 and $556,000, respectively. The net cash
provided by the investing activities of the Company in 2002 is primarily the
result of the impairment of the acquired media assets and goodwill in the amount
of approximately $2,23,000 reduced by the following: purchase of property and
equipment, purchase acquisitions, decrease in litigation settlement reserve in
the amounts of approximately $101,000, $1,526,000 and $760,000, respectively.


Net cash provided by financing activities was approximately $4,490,800 from the
sale of common stock, additional paid-in capital and additional short-term
borrowings in 2002 compared to cash provided of $861,200 in 2001.

At December 31, 2002, the Company had deficiencies in working capital of
approximately $8,044,000 and an accumulated deficit of $16,878,000. There is
substantial doubt about the Company's ability to continue as a going concern
unless it is able to obtain additional financing.

There can be no assurance that sufficient funds required during the next twelve
months or thereafter will be generated from operations or that funds will be
available from external sources such as debt or equity financings or other
potential sources. The lack of additional capital resulting from the inability
to generate cash flow from operations or to raise capital from external sources
would force the Company to substantially curtail or cease operations and would,
therefore, have a material adverse effect on its business. Further, there can be
no assurance that any such required funds, if available, will be available on
attractive terms or that they will not have a significant dilutive effect on the
Company's existing shareholders. There is substantial doubt about the Company's
ability to continue as a going concern. The accompanying consolidated financial
statements do not include any adjustments related to the recoverability or
classification of asset carrying amounts or the amounts and classification of
liabilities that may result should the Company be unable to continue as a going
concern.

In connection with its report on our Consolidated Financial Statements as of and
for the year ended December 31, 2001, BDO Seidman, LLP, our independent
certified public accountants, expressed substantial doubt about our ability to
continue as a going concern because of significant operating losses, and
deficiencies in working capital and stockholders' equity.

During the year ended December 31, 2002, the Company had successfully obtained
external financing through private placements of convertible debt and other
short-term borrowings. Some of this debt was subsequently converted to common
stock of the Company.

The Company is addressing its liquidity and capital resource issues in several
ways:

1) The Company has reduced the number of employees and reduced the compensation
paid to management level employees.
2) The Company has combined its two offices into one office by closing its
office, formerly located in Southampton, New York.
3) The Company continues to explore sources of additional financing to
satisfy its current operating requirements.

On October 15, 2002, CKP, CKB, the Company's President and Mr. DiLorenzo
received a notice from Compass Bank that CKB's obligations under its line of
credit with the bank are past due and CKB is accordingly in default. The notice
demanded repayment of approximately $250,000 by October 28, 2002. This loan is
secured by a mortgage recorded on the Company's President's residence. Further,
the loan is secured by a personal guaranty by the Company's President in the
full loan amount and by Mr. DiLorenzo in the amount of $37,500. On December 20,
2002, Compass Bank agreed to forbear any exercise of its rights until January
17, 2003. Pursuant to an agreement with Compass Bank, the Company made a payment
of $231,665 to Compass Bank on February 20, 2003 and has agreed to a payment
schedule for the remaining balance equal to $48,172.

                                       12
<PAGE>
The ability of CKB to generate cash flow in excess of its operating requirements
depends in the short term almost entirely on the following plan:

1.) Continue to reduce operating expenses. We have reduced payroll significantly
since the start of the year and continue to streamline costs in all primary
operating areas (legal, health care, travel, etc.). The company will pursue
savings in all possible categories.

2.) Increase sales activity and exploitation of existing assets. We are focusing
on increasing sales in core business areas, particularly the Heavyweight
Explosion series. We are in process of launching advertising sales initiative in
Europe and expanding sponsorship sales in the U.S. These efforts could yield
significant net revenue to the Company. We are also expanding international
sales and launching ancillary revenue lines in the DVD/home video category.

3.) Pursue premium level boxing events. The company is aggressively pursuing
major matches for its star level talent (Tua, Casamayor, McCline, Briggs, etc.).
On June 7 two of the company's stars (Michael Grant and Dominic Guinn ) are
scheduled to fight each other on HBO. Premium level events are strong profit
centers for the Company.

4.) Pursue production partnerships and joint ventures. Particularly with the
ThunderBox series, we are pursuing production and sales partnerships
domestically and internationally with a number of interested parties. The idea
is to eliminate production expense from future deals in exchange for equity in
those deals/events. This could lead to strong net revenues on an event-by-event
basis.

5.) Continue securing short term financing. The Company will continue to seek
bridge financing, as it has successfully done to date. The Company will also
continue to work with its investment bank in this regard.

6.) Equity raise. The Company will continue to work with its' bank to secure
equity financing.


FORWARD LOOKING STATEMENTS

Statements made in this Management's Discussion and Analysis and elsewhere in
this Annual Report that state the Company's or management's intentions, hopes,
beliefs, expectations or predictions of the future contain forward looking
statements. Such forward looking statements include, without limitation,
statements regarding the Company's planned capital expenditure requirements,
cash and working capital requirements, the Company's expectations regarding the
adequacy of current financing arrangements, fight demand and market growth,
other statements regarding future plans and strategies, anticipated events or
trends, and similar expressions concerning matters that are not historical
facts. It should be noted that the Company's actual results could differ
materially from those contained in such forward looking statements mentioned
above due to adverse changes in any number of factors that affect the Company's
business.

                                       13
<PAGE>


                          ITEM 7. FINANCIAL STATEMENTS

                   Index to Consolidated Financial Statements




<TABLE>
<CAPTION>


              Cedric Kushner Promotions, Inc. and Subsidiaries Page

<S>                                                                                      <C>
Independent Auditors' Report - Marcum & Kliegman LLP............................         F-1

Independent Auditors' Report - BDO Seidman, LLP.................................         F-2
Consolidated Balance Sheet
    December 31, 2002 ..........................................................         F-3

Consolidated Statements of Operations - For the Years Ended
    December 31, 2002 and 2001     .............................................         F-4

Consolidated Statements of Stockholders' Deficiency - For the Years
    Ended December 31, 2002 and 2001............................................         F-5

Consolidated Statements of Cash Flows - For the Years Ended
    December 31, 2002 and 2001     .............................................         F-8

Notes to Consolidated Financial Statements......................................         F-10
</TABLE>


<PAGE>

     As per the  Preliminary  Note, the independent  auditors  reports have been
intentionally deleted.


                                      F-1

<PAGE>

     As per the  Preliminary  Note, the independent  auditors  reports have been
intentionally deleted.


                                      F-2


<PAGE>

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET
                             As of December 31,2002
<TABLE>
<CAPTION>

                                     ASSETS

CURRENT ASSETS:
<S>                                                               <C>                                  <C>
   Accounts receivable, net of allowance for doubtful accounts of $20,000                              $5,000
   Other current assets                                                                                17,500
                                                                                          --------------------
        TOTAL CURRENT ASSETS                                                                           22,500
                                                                                          --------------------
PROPERTY AND EQUIPMENT, NET                                                                            90,452

OTHER ASSETS:
   Prepaid signing bonuses, net                                                                        83,062
   Deferred finance cost, net                                                                          27,964
   Intangible assets, net                                                                           3,639,567
                                                                                          --------------------
        TOTAL ASSETS                                                                               $3,863,545
                                                                                          ====================

                         LIABILITIES AND STOCKHOLDERS' DEFICENCY

CURRENT LIABILITIES:
   Accounts payable                                                                                $2,708,630
   Reserve for litigation settlements                                                                 778,741
   Bank overdraft                                                                                       7,572
   Due to stockholders                                                                                143,449
   Current portion of notes payable - stockholders                                                    234,461
   Convertible debt, net of unamortized discount of $348,991                                          506,509
   Current portion of notes and loans payable                                                       2,268,344
   Accrued expenses and other current liabilities                                                   1,270,930
   Customer advances                                                                                  150,000
                                                                                          --------------------
        TOTAL CURRENT LIABILITIES                                                                   8,068,636
                                                                                          --------------------
LONG-TERM LIABILITIES:
    Notes payable - stockholders, less current portion                                              2,180,983
    Notes and loans payable, less current portion                                                   1,137,342
                                                                                          --------------------
        TOTAL LONG-TERM LIABILITIES                                                                 3,318,325
                                                                                          --------------------
        TOTAL LIABILITIES                                                                          11,386,961

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY:
   Preferred stock $.01 par value, 500,000 shares authorized, 117,500 shares                            1,175
   issued and outstanding (liquidation preference of $352,000)
   Series B convertible, $.01 par value, 399,752 shares authorized,                                     3,998
   issued and outstanding (liquidation preference of $2,430,000)
   Series C convertible redeemable, $.01 par value, 27,923 shares                                         279
   authorized, issued and outstanding (liquidation preference of $4,500,000)
   Preferred stock; Series D, $.01 par value, 399,751 shares authorized,                                3,998
   issued and outstanding (liquidation preference of $2,430,000)
   Common stock; Class A, $.01 par value, 15,000,000 shares authorized,                               107,690
   10,768,991 shares issued and 10,648,707 outstanding
   Common stock; Class B, $.01 par value, 5,000,000 shares                                                  -
   authorized, -0- shares issued and outstanding
   Common stock to be issued, 5,460,411 shares of Class A Common Stock                              5,782,540
   Additional paid-in capital                                                                       8,531,107
   Accumulated deficit                                                                            (17,947,246)
   Treasury stock, at cost - 120,284 shares of common stock                                          (201,298)
   Deferred consulting fees                                                                        (2,770,242)
   Deferred signing bonuses                                                                        (1,035,417)
                                                                                          --------------------
        TOTAL STOCKHOLDERS' DEFICIENCY                                                             (7,523,416)
                                                                                          --------------------
        TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                             $3,863,545
                                                                                          ====================
See accompanying notes to consolidated financial statements.
</TABLE>

                                      F-3
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                  For The Years
                             Year ended December 31,
                                                              2002           2001
                                                         ------------    -------------
REVENUES
<S>                                                      <C>             <C>
   Boxing promotions ................................    $13,678,363     $16,886,129
   Media ............................................      1,817,670            --

        TOTAL REVENUES ..............................     15,496,033      16,886,129
                                                         ------------    -------------
OPERATING COSTS AND EXPENSES
   Cost of revenues - boxing promotions .............     12,657,676      15,733,176
   Cost of revenues - media .........................      2,964,778            --
   Selling, general and administrative expenses......      3,126,873       1,674,823
   Amortization of signing bonuses ..................         59,979         368,554
   Amortization of intangible assets ................        572,432            --
   Depreciation and amortization of property
     and equipment...................................         49,791          43,353
   Compensatory element of stock issuances for
     selling, general and administrative expenses          1,504,502            --
   Loss on impairment of intangible assets ..........      1,818,000            --
   Loss on impairment of goodwill ...................      1,104,660            --
                                                         ------------    -------------
        TOTAL OPERATING COSTS AND EXPENSES ..........     23,858,691      17,819,906
                                                         ------------    -------------
        (LOSS) INCOME FROM OPERATIONS ...............     (8,362,658)       (933,777)

OTHER (EXPENSES) INCOME
   Litigation revenue, net of related expenses of $734,000       --        1,266,359
   Other income .....................................         17,040          11,190
   Interest expense .................................     (1,141,420)       (260,283)
   Financing costs paid in stocks and warrant .......     (1,496,557)           --
   Loss on disposal of property and equipment .......       (247,705)           --
   Interest income ..................................         11,285            --
   Other expenses ...................................        (25,000)           --
                                                         ------------    -------------
        TOTAL OTHER EXPENSE .........................     (2,882,357)      1,017,266
                                                         ------------    -------------
NET (LOSS) INCOME ...................................    (11,245,015)   $     83,489
                                                         ============    =============
Loss applicable to common stock:

Net (loss) income ...................................   ($11,245,015)   $     83,489

Preferred stock dividends - Series A ................        (30,994)        (18,642)
                                                         ------------    -------------
(Loss) Gain applicable to common stock ..............   ($11,276,009)   $     64,847
                                                         ------------    -------------
NET (LOSS) GAIN PER COMMON SHARE (basic and diluted).         ($1.08)   $       0.01
                                                         ============    =============
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
   Basic and diluted ................................     10,421,497       8,442,992
                                                         ------------    -------------
</TABLE>

See accompanying notes to consolidated financial statements.


                                       F-4

<PAGE>


                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY

<TABLE>
<CAPTION>

                                                                                                Page 1 of 3

                                         Preferred Stock  Preferred Stock   Preferred Stock
                                           Series A           Series B          Series C       Preferred Stock
                                           Convertible       Convertible     Convertible          Series D
                                         Shares  Amount    Shares   Amount   Shares  Amount   Shares     Amount

<S>                                         <C>   <C>       <C>       <C>      <C>     <C>       <C>       <C>
           Balance, December 31, 2000       -      $0         -        $0        -      $0        -        $0

 Accrued officer's compensation and rent    -       -         -         -        -      -         -         -
 Warrants issued in connection with debt    -       -         -         -        -      -         -         -
 Net income                                 -       -         -         -        -      -         -         -

           Balance, December 31, 2001       -      $0         -        $0        -      $0        -         $0

 Acquisition of Big Content                 -       -         -         -        -      -         -          -
 Reverse acquisition of Zenascent     135,000   1,350   399,752     3,998   27,923    279         -          -
 Amortization of debt discount              -       -         -         -        -      -         -          -
 Conversion of debt to common stock         -       -         -         -        -      -         -          -
 Conversion of debt to common stock
  to be issued                              -       -         -         -        -      -         -          -
 Interest charge assessed with a change
  in terms of warrants originally
  issued with convertible debt              -       -         -         -        -      -         -          -
 Exercise of stock options                  -       -         -         -        -      -         -          -
 Issuance of common stock to consultant
  for services                              -       -         -         -        -      -         -          -
 Warrants issued for compensation to an
  employee                                  -       -         -         -        -      -         -          -
 Issuance of common stock to consultant
  for services                              -       -         -         -        -      -         -          -
 Stock issued in connection of the
  purchase of Big Content                   -       -         -         -        -      -         -          -
 Conversion of debt to common stock         -       -         -         -        -      -         -          -
 Conversion of preferred stock to
  common stock                        (17,500)   (175)        -         -        -      -         -          -
 Issuance of warrants with debt             -       -         -         -        -      -         -          -
 Common stock issued for interest on
  debt                                      -       -         -         -        -      -         -          -
 Common stock to be issued                  -       -         -         -        -      -         -          -
 Issuance of common stock for
  professional services                     -       -         -         -        -      -         -          -
 Warrant issued with convertible debt       -       -         -         -        -      -         -          -
 Treasury Shares previously cancelled       -       -         -         -        -      -         -          -
 Common stock to be issued in connection
  with debt                                 -       -         -         -        -      -         -          -
 Common stock to be issued in connection
  with the purchase of boxer's Exclusive
  Promotional Agreement                     -       -         -         -        -      -         -          -
 Correction to shares issued                -       -         -         -        -      -         -          -
 Issuance of preferred Series D             -       -         -         -        -      -   399,751      3,998
 Accrued dividends on preferred stock
  - Series A convertible                    -       -         -         -        -      -         -          -
 Net loss                                   -       -         -         -        -      -         -          -
------------------------------------------------------------------------------------------------------------------
        Balance, December 31, 2002    117,500  $1,175   399,752   $3,998   27,923  $ 279    399,751     $3,998
------------------------------------------------------------------------------------------------------------------
</TABLE>

 See accompanying notes to consolidated financial statements.
                                      F-5

<PAGE>


                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (CONTINUED)

<TABLE>
<CAPTION>
                                                                                               Page 2 of 3

                                            Common Stock      Common Stock           Common Stock
                                              Class A         $.01 Par Value         to be issued
                                            Shares  Amount    Shares   Amount      Shares     Amount

<S>                                            <C>   <C>       <C>       <C>       <C>           <C>
           Balance, December 31, 2000          -        $0     1,000       $10           -             $0

 Accrued officer's compensation and rent       -         -         -         -           -              -
 Warrants issued in connection with debt       -         -         -         -           -              -
 Net income                                    -         -         -         -           -              -

           Balance, December 31, 2001          - $       0     1,000    $   10           -    $         0

 Acquisition of Big Content                    -         -         -         -           -              -
 Reverse acquisition of Zenascent     10,009,014   100,090    (1,000)      (10)          -              -
 Amortization of debt discount                 -         -         -         -           -              -
 Conversion of debt to common stock      569,027     5,690         -         -     459,831        468,026
 Conversion of debt to common stock
 to be issued                                  -         -         -         -           -              -
 Interest charge assessed with a change
  in terms of warrants issued
  with convertible debt                   21,356       214         -         -   2,631,580      3,236,843
  Exercise of stock options                    -         -         -         -           -              -
 Issuance of common stock to consultant
  for services                                 -         -         -         -     300,000        300,000
 Warrants issued for compensation to an
  employee                                     -         -         -         -     236,250        236,250
 Issuance of common stock to consultant
  for services                            63,750       638         -         -           -              -
 Stock issued in connection of the
  purchase of Big Content                 40,811       408         -         -           -              -
 Conversion of debt to common stock      175,000     1,750         -         -           -              -
 Conversion of preferred stock to
  common stock                            10,000       100         -         -           -              -
 Issuance of warrants with debt                -         -         -         -     169,000        114,300
 Common stock issued for interest on
  debt                                         -         -         -         -           -              -
 Common stock to be issued                 5,000        50         -         -           -              -
 Issuance of common stock for
  professional services                        -         -         -         -           -              -
 Warrant issued with convertible debt   (125,000)   (1,250)        -         -           -              -
 Treasury Shares previously cancelled          -         -         -         -           -              -
 Common stock to be issued in connection
  with debt                                    -         -         -         -     400,000        362,121
 Common stock to be issued in connection
  with the purchase of boxer's Exclusive
  Promotional Agreement                        -         -         -         -   1,500,000      1,065,000
 Correction to shares issued                   -         -         -         -           -              -
 Issuance of preferred Series D               33         -         -         -           -              -
 Accrued dividends on preferred stock
  - Series A convertible                       -         -         -         -           -              -
 Net loss                                      -         -         -         -           -              -
---------------------------------------------------------------------------------------------------------
         Balance, December 31, 2002   10,768,991  $107,690         -      $  0   5,696,661    $ 5,782,540
---------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.

                                      F-6
<PAGE>


                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (CONTINUED)

<TABLE>
<CAPTION>
                                                Additional                 Deferred    Deferred                        Total
                                                Paid in      Accumulated   Consulting  Signing      Treasury        Stockholders'
                                                Capital      Deficit       Fees        Bonuses      Stock (at cost)    equity

<S>                          <C> <C>   <C>          <C>           <C>            <C>                 <C>  <C>          <C>
           Balance, December 31, 2000  $ 3,997,864  ($6,754,726)  $         -    $      0            571  $       0    ($2,756,862)

 Accrued officer's compensation and rent   195,000            -             -           -              -          -        195,000
 Warrants issued in connection with debt   595,000            -             -           -              -          -        595,000
 Net income                                 83,489            -             -           -              -          -         83,489

           Balance, December 31, 2001  $ 4,787,864  ($6,671,237)  $         -    $      0            571  $       0    ($1,883,373)

 Acquisition of Big Content              4,079,699            -             -           -            (30)         -      4,079,699
 Reverse acquisition of Zenascent       (2,648,307)           -             -           -        293,960   (251,848)    (2,794,438)
 Amortization of debt discount             894,500            -             -           -              -          -        894,500
 Conversion of debt to common stock        537,707            -             -           -              -          -        543,397
 Conversion of debt to common stock
  to be issued                              (9,261)           -             -           -              -          -        458,765
 Interest charge assessed with a change
  in terms of warrants originally
  issued with convertible debt             125,339            -             -           -              -          -        125,339
  Exercise of stock options                   (214)           -             -           -              -          -              -
 Issuance of common stock to consultant
  for services                                   -            -    (2,562,502)          -              -          -        674,341
 Warrants issued for compensation to an
  employee                                 397,500            -             -           -              -          -        397,500
 Issuance of common stock to consultant
  for services                                   -            -      (207,740)          -              -          -         92,260
 Stock issued in connection of the
  purchase of Big Content                   63,112            -             -           -              -          -        300,000
 Conversion of debt to common stock         39,592            -             -           -              -          -         40,000
 Conversion of preferred stock to
  common stock                              (1,575)           -             -           -              -          -              -
 Issuance of warrants with debt             90,098            -             -           -              -          -         90,098
 Common stock issued for interest on
  debt                                       9,900            -             -           -              -          -         10,000
 Common stock to be issued                       -            -             -           -              -          -        114,300
 Issuance of common stock for
  professional services                      4,950            -             -           -              -          -          5,000
 Warrant issued with convertible debt      213,500            -             -           -              -          -        213,500
 Treasury Shares previously cancelled      (49,300)           -             -           -       (175,000)    50,550              -
 Common stock to be issued in connection
  with debt                                      -            -             -           -              -          -        362,121
 Common stock to be issued in connection
  with the purchase of boxer's Exclusive
  Promotional Agreement                          -            -             -  (1,035,417)             -          -         29,583
 Correction to shares issued                     -            -             -           -            784          -              -
 Issuance of preferred Series D             (3,998)           -             -           -              -          -              -
 Accrued dividends on preferred stock
  - Series A convertible                         -      (30,994)            -           -              -          -        (30,994)
 Net loss                                        -  (11,245,015)            -           -              -          -    (11,245,015)
------------------------------------------------------------------------------------------------------------------------------------
           Balance, December 31, 2002    8,531,107 ($17,947,246)  $(2,770,241)($1,035,417)       120,284  ($201,298)   ($7,523,416)
------------------------------------------------------------------------------------------------------------------------------------

</TABLE>
See accompanying notes to consolidated financial statements.

                                      F-7
<PAGE>

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                      2002                  2001

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


 CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                 <C>                        <C>
    Net income (loss)                                                               (11,245,015)               83,489
    Adjustments to reconcile net income (loss) to net
    cash provided by (used in) operating activities:

         Depreciation and amortization
                                                                                        331,034               411,907
         Amortization of intangible assets
                                                                                        322,667                     -
         Amortization of deferred finance cost
                                                                                         82,691                     -
         Loss on disposals of fixed assets
                                                                                        247,705                     -
         Convertible debt interest converted to common stock
                                                                                         41,517                     -
         Provision for (write off of) losses on accounts receivable
                                                                                         (1,387)               21,387
         Non-cash officer's compensation and rent
                                                                                        265,000               195,000
         Non-employee stock compensation and rent
                                                                                        421,865                     -
         Amortization of debt discount
                                                                                        890,625                72,343
         Non-cash financing cost
                                                                                        166,854
         Accounts receivable
                                                                                        651,930              (491,922)
            Miscellaneous receivables and other current assets
                                                                                        412,232              (402,908)
         Increase (decrease) in operating liabilities:
            Accounts payable and accrued expenses
                                                                                      2,691,890               375,071
            Reserve for litigation settlements
                                                                                              -                     -
            Deferred revenues/Customer advances
                                                                                       (295,873)              112,692

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


NET CASH PROVIDED BY (USED IN) OPERATING  ACTIVITIES                                 (5,016,265)              377,059

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


CASH FLOWS FROM INVESTING ACTIVITIES:
-------------------------------------
    Purchase of property and equipment                                                 (101,462)              (30,176)

    Purchase acquisitions, net of cash acquired                                      (1,526,239)

    Impairment of acquired media assets and goodwill                                  2,922,660

    Prepaid merger costs                                                                      -              (257,812)

    Decrease in litigation settlement reserve                                          (759,800)

    Expenditures for signing bonuses                                                    (72,137)             (262,000)

    Advances to related party                                                                                (556,084)

    Other                                                                                                     (62,500)

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



NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                     463,022            (1,168,572)

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


CASH FLOWS FROM FINANCING ACTIVITIES:
    Advances from stockholder                                                         1,035,627               141,658

    Proceeds from additional paid-in capital                                          2,083,099

    Deferred financing costs                                                                  -                     -

    Proceeds from loans payable                                                         513,303               361,500

    Repayment of loans payable                                                        1,376,300               (25,000)

    Proceeds from convertible debt notes payable                                       (931,000)              595,000

    Repayment of convertible debt                                                        27,541

    Proceeds from long-term debt                                                        895,500               135,500

    Repayment of long-term debt                                                        (509,546)             (347,493)

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


NET CASH PROVIDED BY (USED IN) FINANCING          ACTIVITIES                          4,490,824               861,165

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


 NET INCREASE (DECREASE) IN CASH                                                        (62,419)
                                                                                                               69,652

CASH, BEGINNING OF YEAR                                                                  62,419                (7,233)


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


CASH, END OF YEAR                                                                             0                62,419

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

</TABLE>


See accompanying notes to consolidated financial statements.

<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                       SUPPLEMENTAL CASH FLOW INFORMATION

<TABLE>
<CAPTION>
                                                                                          Year ended December 31,
                                                                                        2002                  2001
                                                                                ----------------        ----------------
Cash paid during the period for:
<S>                                                                                  <C>                     <C>
  Interest                                                                           $1,141,420              $109,583

Non-cash transactions relating to investing and financing activities:
  Discount on debt issued                                                               894,500               595,000
  Reclassification of loans payable, repaid                                                                   140,000
  by stockholder, on behalf of the Company
  Conversion of debt to equity                                                        1,051,517
  Consulting agreement debt for  reverse merger                                       1,448,932
  Promissory note issued for purchase of Big Content                                  1,000,000
  Stock issued as compensation for consulting agreements                              3,401,975

Business acquisitions:
     Fair value of assets acquired, excluding cash                                    7,308,193
     Less liabilities assumed and created upon acquisition                           (1,702,255)
     Common stock issued                                                             (4,079,699)
                                                                                ----------------
 Net cash paid                                                                       (1,526,239)
                                                                                ================

</TABLE>

See accompanying notes to consolidated financial statements.


                                      F-8
<PAGE>


                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.  Description of Business

Cedric Kushner Promotions, Inc. (the "Company") promotes world champion and top
contender boxers through its wholly owned subsidiary Cedric Kushner Promotions,
Ltd. ("CKP"). In addition to its representation and promotion efforts, the
Company also produces and syndicates world championship boxing events for
distribution worldwide. A steady program supplier to the world's leading
television networks, including HBO, ESPN, and Eurosport, the Company promotes
televised events from venues all around the world.

CKP, formed in 1974 by promoter Cedric Kushner, originally achieved prominence
in the field of rock-'n-roll music and is now an active promoter of championship
bouts worldwide. In addition to its North American business, CKP promotes boxing
in Europe and Africa. CKP packages premier boxing shows for the global
television marketplace, through its television arm, the Cedric Kushner Sports
Network ("CKSN") and as of March 15, 2002, Big Content, Inc. ("Big Content").

Big Content manages the creation, distribution (both domestically and
internationally), and maintenance of all media holdings, including the Company's
media library of videotaped boxing events and current original television
programming.

On April 30, 2002 the Company consummated its Agreement and Plan of Merger with
Zenascent, Inc., Cedric Kushner Boxing, Inc. ("CKB"), and the stockholders of
Cedric Kushner Boxing, Inc. As a result of this merger, CKB became a wholly
owned subsidiary of the Company. As consideration for the merger, Zenascent
issued to CKB's stockholders a warrant to purchase 1,000,000 shares of Zenascent
common stock, a consulting agreement, 399,752 shares of Zenascent Series B
Preferred Stock, convertible into approximately 39,975,200 shares of Zenascent
Common Stock and 27,923 shares of Zenascent Series C Preferred Stock,
convertible into approximately 2,792,300 shares of Zenascent Common Stock. The
holders of shares of Series B Preferred Stock and Series C Preferred Stock are
entitled to 100 votes per share of Preferred Stock. CKB's stockholders have
voting control of Zenascent and therefore the merger was accounted for as a
reverse merger.. The acquisition of Zenascent has been recorded based on the
fair value of Zenascent's net liabilities, which amounted to approximately
$993,000. The reverse acquisition was accounted for as a recapitalization and
the stockholders' equity was retroactively restated to January 1, 2001. The
financial statements are those of Cedric Kushner Promotions, Inc. prior to the
date of the merger.


Note 2.  Summary of Significant Accounting Policies

Principles Of Consolidation

The  consolidated  financial  statements  include the accounts of Cedric
Kushner  Promotions,  Inc. and all of its wholly owned  subsidiaries
including  Big  Content  as of March 15,  2002 and  Cedric  Kushner  Boxing,
Inc.  as of April 30,  2002 (See Note 4. )  (collectively,  the
"Company"). All intercompany accounts and transactions are eliminated in
consolidation.

Cash

The Company had cash balances at various times during the year in excess of the
maximum amount insured by the Federal Deposit Insurance Corporation in various
banks. The Company has not experienced any losses in such accounts. The Company
believes it is not exposed to any significant credit risk on cash.

Accounts Receivable

The Company's accounts receivables are subject to the Company's credit
evaluation process, monitoring procedures and reasonably short collection terms.
Management determines the allowance based on known troubled accounts, historical
experience, and other currently available evidence. Credit losses have been
within management's expectations.

                                       F9
<PAGE>

Note 2.  Summary of Significant Accounting Policies, continued:

Revenue Recognition

Boxing Promotions
Fight revenue - Promotional fight revenue is comprised of box office ticket
sales, site fee income and sponsorships and endorsements. Fight revenue is
recognized in full on the date of the event.

Television rights and fees - Television rights and fees are comprised of
domestic and foreign television rights and fees, paid for live boxing events.
Television rights and fees are recognized in full at the time of the event.

                                      F-10
<PAGE>


                  CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2.  Summary of Significant Accounting Policies, continued:
Revenue Recognition, continued

Media
Advertising - Advertising revenue is recognized when the commercials are aired.

Television rights and fees - Television series are initially produced for the
broadcast and cable networks, cable networks or first-run television syndication
(the primary markets) and may be subsequently licensed to foreign or domestic
cable and syndicated television markets (the secondary markets). Revenues from
the distribution of television products are recognized when the series are
available to telecast.

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation and
amortization. Depreciation is provided on the straight-line method over the
estimated useful lives of the related assets, generally three to seven years.
Amortization of leasehold improvements is provided on the straight-line method
over the lesser of the estimated useful lives of the improvements or the initial
term of the lease. Gain or loss is recognized upon sale or other disposition of
property and equipment. The cost and related accumulated depreciation applicable
to property and equipment no longer in service are eliminated from the accounts
and any gain or loss is included in operations.

Website development costs consist primarily of external direct costs to develop
the Company's website. The Company adopted Emerging Issues Task Force 00-2
("EITF" 00-2), Accounting for Website Development Costs. EITF 00-2 provides
guidance on how an entity should account for costs incurred to develop a
website.

Impairment of Long-Lived Assets

In accordance with Statement of Financial Accounting Standards ("SFAS") No. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets", the Company
continually monitors events and changes in circumstances that could indicate
carrying amounts of long-lived assets may not be recoverable. An impairment loss
is recognized when expected cash flows are less than the assets' carrying value.
Accordingly, when indicators of impairment are present, the Company evaluates
the carrying value of such assets in relation to the operating performance and
future undiscounted cash flows of the underlying business. The Company's policy
is to record an impairment loss when it is determined that the carrying amount
of the asset may not be recoverable.

Intangible Assets

As a creator and distributor of sports and entertainment copyrights, the Company
has a significant and growing number of intangible assets, including video and
television libraries and trademarks. In accordance with accounting principles
generally accepted in the United States of America, the Company does not
recognize the fair value of internally generated intangible assets. Costs
incurred to create and produce a copyrighted product, such as the television
series, are either expensed as incurred, or capitalized as tangible assets as in
the case of inventoriable product costs. However, accounting recognition is not
given to any increasing asset value that may be associated with the collection
of the underlying copyrighted material.

Video and television libraries acquired through the Big Content acquisition (See
Note 4. ) are amortized over the estimated useful life of 10 years utilizing the
greater of the income forecast method of the straight-line method. Amortization
of intangible assets was approximately $572,000 and none for the years ended
December 31, 2002 and 2001 respectively.

Advertising Costs

Advertising costs are expensed as incurred and totaled approximately $52,000 and
$37,000 for the years ended December 31, 2002 and 2001, respectively.

Income Taxes
The Company utilizes the asset and liability method to account for income taxes
whereby deferred tax assets and liabilities are recognized to reflect the future
tax consequences attributable to temporary differences between the financial
reporting basis of existing assets and liabilities and their respective tax
losses. Deferred tax assets and liabilities are measured using enacted tax rates
expected to be recovered and settled.

                                      F-11
<PAGE>


                  CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2.  Summary of Significant Accounting Policies, continued:

Use Of Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and 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.

Fair Value Of Financial Instruments

The carrying amounts of cash, accounts receivable, accounts payable, accrued
expenses and other current liabilities, reserve for litigation settlements and
customer advances approximates fair value because of the immediate or short-term
maturity of these financial instruments. The carrying amount reported for
long-term debt approximates fair value because certain of the underlying
instruments are at variable rates, which are repriced frequently. The remaining
portion of long-term debt approximates fair value because the interest
approximates current market rates for financial instruments with similar
maturities and terms.

Business Segment

The Company adopted SFAS No. 131, "Disclosures About Segments of an Enterprise
and Related Information", which supersedes SFAS No. 14, "Financial Reporting for
Segments of A Business Enterprise". SFAS No. 131 establishes standards for the
way that public enterprises report information about operating segments in
annual financial statements and requires reporting of selected information about
operating segments in interim financial statements regarding products and
services, geographic areas and major customers. SFAS No. 131 defines operating
segments as components of an enterprise about which separate financial
information is available that is evaluated regularly by the chief operating
decision maker in deciding how to allocate resources and in assessing
performance. The Company has determined that under SFAS No. 131, it operates in
two segments, boxing and media. The Company's customers and operations are
located throughout North America, Europe and Africa.

Recently Issued Accounting Pronouncements

SFAS No.  141 - In June 2001,  the  Financial  Accounting  Standards  Board
("FASB") finalized  Statements of Financial  Accounting  Standards ("SFAS")
No. 141, "Business Combinations",  and No. 142,  "Goodwill and Other
Intangible  Assets".  SFAS No. 141 requires the use of the purchase  method
of  accounting  and prohibits the use of the pooling-of-interests  method of
accounting for business combinations  initiated after June 30,  2001.
SFAS No.  141 also  requires that the Company recognize acquired
intangible assets apart from goodwill if the acquired  intangible assets meet
certain criteria.  SFAS No. 141 applies to all business combinations initiated
after June 30, 2001 and for purchase business  combinations  completed on or
after July 1, 2001. It also requires, upon adoption of SFAS No. 142,  that
the Company  reclassifies, if necessary, the carrying amounts of intangible
assets and  goodwill based on the criteria in SFAS No. 141. The adoption of
SFAS 141 did not have a significant impact on the Company's consolidated
financial position or results of operations.

SFAS No. 142 requires, among other things, that companies no longer amortize
goodwill, but instead test goodwill for impairment at least annually. In
addition, SFAS No. 142 requires that the Company identify reporting units for
the purposes of assessing potential future impairments of goodwill, reassess the
useful lives of other existing recognized intangible assets, and cease
amortization of intangible assets with an indefinite useful life.

An intangible asset with an indefinite useful life should be tested for
impairment in accordance with the guidance in SFAS No. 142. SFAS No. 142 was
required to be applied in 2002 to all goodwill and other intangible assets
recognized at that date, regardless of when those assets were initially
recognized. SFAS No. 142 also requires the Company to complete a transitional
goodwill impairment test within six months from the date of adoption. The
Company is also required to reassess the useful lives of other intangible assets
within the first interim quarter after adoption of SFAS No. 142. The adoption of
SFAS No. 141 did not have a material impact on the Company's financial position
or results of operations. The Company's adoption of SFAS 142 did not have a
significant impact on its consolidated financial position and results of
operations.(See Note 8. )

                                      F-12
<PAGE>

                  CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2.  Summary of Significant Accounting Policies, continued:
Recently Issued Accounting Pronouncements, continued:

SFAS No. 144 - In August 2001, the FASB issued SFAS No. 144, "Accounting
for the Impairment or Disposal of Long-Lived Assets". This statement supercedes
SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of ", and amends Accounting Principles Board
("APB") Opinion No. 30, "Reporting Results of Operations - Reporting the Effects
of Disposal of a Segment of a Business, and Extraordinary, Unusual and
Infrequently Occurring Events and Transactions". SFAS No. 144 retains the
fundamental provisions of SFAS No. 121 for recognition and measurement of
impairment, but amends the accounting and reporting standards for segments of a
business to be disposed of. SFAS No. 144 was effective in 2002. The adoption of
SFAS No. 144 did not have a material impact on the Company's financial position
or results of operations.

SFAS No. 145, "Rescission of FASB Statement Nos. 4, 44 and 64, Amendment of FASB
Statement No. 13, and Technical Corrections as of April 2002" primarily provides
guidance for reporting gains and losses from extinguishments of debt and
sale-leaseback transactions. The provisions of this Statement are effective for
financial statements issued for fiscal years beginning after May 15, 2002 with
early adoption encouraged. . The adoption of SFAS 145 did not have a significant
impact on the Company consolidated financial position or results of operations.

SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities". This standard required companies to recognize costs associates with
exit or disposal activities when they are incurred rather than at the date of a
commitment to an exit or disposal plan. SFAS No. 146 replaces the existing
guidance provided by EITF Issue No. 94-3, "Liability Recognition for Certain
Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs incurred in a Restructuring)." SFAS No. 146 is to be applied
prospectively to exit or disposal activities initiated after December 31, 2002.
The Company does not expect the adoption of SFAS 146 to have a significant
impact on its consolidated financial position or results of operations.

In November 2002, the FASB issued FASB Interpretation No. 45 "Guarantor's
Accounting and Disclosure Requirements for Guarantees, including Indirect
Guarantees of Indebtedness of Others" ("FIN45"). FIN45 requires a company, at
the time it issues a guarantee, to recognize an initial liability for the fair
value of obligations assumed under the guarantee and elaborates on existing
disclosure requirements related to guarantees and warranties. The initial
recognition requirements of FIN 45 are effective for guarantees issued or
modified after December 31, 2002. Adoption of the disclosure requirements were
effective for interim and annual periods ending after December 15, 2002 and did
not have a significant impact on the consolidated financial statements of the
Company. The Company does not expect the adoption of the initial recognition
requirements of FIN 45 to have a significant impact on its consolidated
financial position or results of operations.

In January 2003, the FASB issued FIN No. 46, "Consolidation of Variable Interest
Entities - an Interpretation of Accounting Research Bulletin No. 51." This
interpretation provides guidance related to identifying variable interest
entities (previously known generally as special purpose entities or SPEs) and
determining whether such entities should be consolidated. Certain disclosures
are required when FIN No. 46 becomes effective if it is reasonably possible that
a company will consolidate or disclose information about a variable interest
entity when it initially applies FIN No. 46. This interpretation must be applied
immediately to variable interest entities created or obtained after January 31,
2003. For those variable interest entities created or obtained on or before
January 31, 2003, the Company must apply the provisions of FIN No. 46 in the
third quarter of 2003. The Company does not expect the adoption of FIN No. 46 to
have a significant impact on its consolidated financial position or results of
operations.

On December 31, 2002, the FASB issued SFAS No. 148 ("SFAS 148"), "Accounting for
Stock-Based Compensation - Transition and Disclosure". SFAS 148 amends SFAS 123,
Accounting for Stock-Based Compensation, to provide alternative methods of
transition to SFAS 123's fair value method of accounting for stock-based
employee compensation. SFAS 148 also amends the disclosure provisions of SFAS
123 and Accounting Principles Board ("APB") Opinion No. 28, Interim Financial
Reporting, to require disclosure in the summary of significant accounting
policies of the effects of an entity's accounting policy with respect to
stock-based employee compensation on reported net income and earnings per share
in annual and interim financial statements. While the statement does not amend
SFAS 123 to require companies to account for employee stock options using the
fair value method, the disclosure provisions of SFAS 148 are applicable to all
companies with stock-based employee compensation, regardless of whether they
account for that compensation using the fair value method of SFAS 123, or the
intrinsic value method of APB Opinion 25, "Accounting for Stock issued to
Employees" (""APB No. 25").

                                      F-13
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2.  Summary of Significant Accounting Policies, continued:
Recently Issued Accounting Pronouncements, continued:

Stock Options and Warrants and Similar Equity Instruments

At December 31, 2002, the Company had two stock-based employee compensation
plans, which are more fully described in Note 13. . As permitted under SFAS 148,
the Company has elected to continue to follow the intrinsic value method of
accounting for its stock-based employee compensation arrangements as defined by
APB 25 and related interpretations including "Financial Accounting Standards
Board Interpretation No. 44, Accounting for Certain Transactions Involving Stock
Compensation", and interpretation of APB No. 25. No stock based cost is
reflected in net income, as all options granted under those plans had an
exercise price equal to the market value of the underlying stock on the date of
the grant.

The following table illustrates the effect on net loss and loss per share if the
Company had applied the fair value recognition provisions of SFAS 123 to
stock-based compensation:
<TABLE>
<CAPTION>



                                                        2002                     2001
                                                        ----                     ----

<S>                                                  <C>                  <C>
Net (loss) income as reported                        $(11,245,007)        $    83,489

Deduct: Total stock-based employee compensation

Expense determined under fair value-based method
 for all awards                                           (99,830)           (162,006)

Preferred stock dividends - Series A                      (30,994)            (18,642)
                                                    --------------         ------------

Pro-forma net (loss) income                          $(11,375,831)          $ (97,159)
                                                                           ============

Basic and diluted net (loss) income per
 share as reported                                         $(1.08)               $.01
                                                    ==============         ============

Basic and diluted pro forma net (loss)
 income per share                                          $(1.09)              $(.01)
                                                                           ============
</TABLE>

The fair value of the options at the date of grant was estimated using the
Black-Scholes fair value based method with the following weighted average
assumptions:

                                    2002             2001
                                    ----------------------

Expected life (years)                5               7

Interest rate                        3%            5.5%

Annual rate of dividends             0%              0%

Volatility                          50%             50%

The weighted average fair value of the options at the date of grant using the
fair value based method during 2002 and 2001 is estimated at $.67 and $.97,
respectively.

<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2.  Summary of Significant Accounting Policies, continued:

Earning (loss) per share

Basic earnings (loss) per share is computed based by dividing net income (loss)
by the weighted average number of shares of common stock outstanding during the
period. Diluted earnings (loss) per share reflects the amount of earnings
available to each share of common stock outstanding during the reporting period,
giving effect to all potentially dilutive shares of common stock from the
potential exercise of stock options and warrants. In accordance with Emerging
Issues Task Force Topic D-95, "Effect of Participating Convertible Securities on
the Computation of Basic Earnings Per Share", the Company's participating
convertible securities, including the Class A, B, C and D Series Preferred Stock
are not included in the computation of basic or diluted earnings per share since
they are antidilutive.

Options and warrants to purchase approximately 6,273,000 and 6,981,000 shares of
common stock were outstanding at December 31, 2002 and 2001, respectively, bur
were not included in the computation of diluted earnings (loss) per share due to
the options and warrants being antidilutive.

Reclassifications

Certain prior year amounts have been reclassified to conform to current year
presentation.


Note 3.  Going Concern

The Company incurred a net loss of approximately $11,245,000 during the year
ended December 31, 2002. In addition, the Company has a working capital
deficiency of approximately $8,046,000, and a stockholders' deficiency of
approximately $7,523,000 at December 31, 2002 that raises substantial doubt
about the Company's ability to continue as a going concern.

There can be no assurance that sufficient funds required during the next twelve
months or thereafter will be generated from operations or that funds will be
available from external sources such as debt or equity financings or other
potential sources. The lack of additional capital resulting from the inability
to generate cash flow from operations or to raise capital from external sources
would force the Company to substantially curtail or cease operations and would,
therefore, have a material adverse effect on its business. Further, there can be
no assurance that any such required funds, if available, will be available on
attractive terms or that they will not have a significant dilutive effect on the
Company's existing shareholders.

The accompanying consolidated financial statements do not include any
adjustments related to the recoverability or classification of asset carrying
amounts or the amounts and classification of liabilities that may result should
the Company be unable to continue as a going concern.

During the year ended December 31, 2002, the Company had successfully obtained
external financing through private placements of convertible debt and other
short-term borrowings. Some of this debt has subsequently been converted to
common stock of the Company. The Company has developed a plan to address
liquidity in several ways, namely: 1) during the quarter ended December 31,
2002, the Company reduced the number of employees and reduced the compensation
paid to management level employees, 2) consolidated from two offices to one
office by closing the Southampton office, and 3) continued to explore sources of
additional financing to satisfy its current operating requirements.

During the year ended December 31, 2002, the Company had successfully obtained
external financing through private placements of convertible debt and other
short-term borrowings. Some of this debt has subsequently been converted to
common stock of the Company. The Company has developed a plan to address
liquidity in several ways, namely:

1) Continue to reduce operating costs;

2) Increase revenue by refocusing on existing properties and expand revenue
base. The Company is in the process of launching an advertising sales initiative
in Europe and expanding sponsorship sales in the United States;

3) Continue to pursue the promotion of premium level boxing events;

4) Pursue production partnerships and joint ventures. particularly with the
Company's ThunderBox series; 5) Pursue additional sources of debt and equity
financing to satisfy its current operating requirements; and

6) Continue to negotiate with existing debtholders to convert their notes into
equity.
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4.  Business Acquisitions

On March 15, 2002, the Company completed the acquisition of Big Content, a
company engaged in the business of acquiring, adapting, selling, licensing and
marketing boxing-related programming, whether in film or other media.

The total purchase price of approximately $6,930,000 consisted of approximately
$4,049,000 of the Company's common stock, representing approximately 30 shares
of the then closely-held CKB, $1,000,000 in cash in the form of a promissory
note, cash advances to Big Content through March 15, 2002 aggregating
approximately $1,801,000 and direct transaction costs of $80,000. There was no
readily available market value for the Company's common stock and, thus, a value
of approximately $4,049,000 was ascribed as the estimated fair value based on
the fair value of the assets acquired.

On April 30, 2002, a wholly owned subsidiary ("Merger Sub") of the Company
merged with and into CKB. The Merger Sub ceased to exist and CKB became a wholly
owned subsidiary of the Company. CKB's shareholders received 399,752 shares and
27,923 shares of Series B and Series C convertible preferred stock of the
Company, respectively, and a warrant to purchase 1,000,000 shares of the
Company's common stock. The warrant was exercisable immediately at an exercise
price of $1.24 per share and could be executed through a cashless exercise, at
the option of the holder. On September 10, 2002, the Company executed an
agreement to amend the terms of the warrant agreement. The total number of
shares under the original agreement was reduced from 1,000,000 to 500,000 and
the exercise price was reduced from $1.24 per share to $.62 per share. The
warrant expires on April 30, 2007.

Additionally, the Company entered into a consulting agreement with one of CKB's
shareholders whereby the shareholder will receive, at a minimum, $5,000 per week
for ten years. The consulting agreement also entitles the stockholder to 10% of
net profit, as defined in the agreement, for events generating total revenues in
excess of $500,000, 20% of net profit from sales related to the acquired video
library and 15% of net proceeds of any qualified financing, as defined in the
agreement, to be used to redeem the stockholder's Series C Convertible Preferred
stock at a share price equal to the liquidation preference value per share.

The Company, however, has the ability to terminate the consulting agreement
after covered payments, as defined in the agreement, of $4,300,000 if made no
later than March 25, 2005 or $5,300,000 if made no later than March 25, 2012. As
such, the Company recorded the consulting agreement commitment as additional
purchase consideration at a present value of approximately $1,449,000 as of Big
Content merger date of March 15, 2002 and $1,273,000 as of December 31, 2002,
using an imputed interest rate of 15%.

Costs related to effecting the merger, primarily professional fees, totaled
approximately $681,000. Those costs have been expensed for the excess of the
costs over the cash acquired as part of the merger.

The following unaudited pro forma information presents a summary of the results
of operations of the Company, assuming the acquisition of Big Content occurred
on January 1, 2001:


                                                     Year Ended December 31,
                                                2002                    2001
                                              ------------         ------------
Revenues                                      $15,549,423          19,983,902

Operating Income                                7,085,302          (1,937,809)
Net loss applicable to common stock           (11,335,231)           (920,543)
Net loss per common share (basic and diluted)       (1.09)              (0.11)
                                              ------------         ------------
Weighted Average common shares outstanding:
Basic and diluted                              10,421,497           8,442,992

<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4.  Business Acquisitions, continued:

The allocation of the purchase price of the assets acquired and liabilities
assumed based on the fair value as determined by an independent appraisal of Big
Content was as follows:


Other tangible assets                                           $305,928
Video library                                                  1,190,000
Heavyweight Explosion and                                      4,800,000
ThunderBox intangible assets
Goodwill                                                       1,062,265
Liabilities                                                     (428,193)
                                                  -----------------------
                                                              $6,930,000
                                                  -----------------------


Amortizable intangible assets acquired have the following estimated useful
lives:

|X| Video Library - 5 years

|X| Heavyweight Explosion, ThunderBox and broadcast rights - 10 years.

Goodwill of approximately $1,062,265 represents the excess of the purchase price
over the fair value of the net tangible and intangible assets acquired, and it
is deductible for tax purposes. In accordance with SFAS No. 142, goodwill is not
amortized and will be tested for impairment, at least on an annual basis.


Note 5.  Prepaid Signing Bonuses

During 1998, the Company began a signing bonus policy whereby it paid a signing
bonus to a boxer upon the execution of a two- or three-year contract. The basis
of all signing bonuses paid is amortized on a straight-line basis over the term
of the respective boxer's contract. In 2002, the Company paid approximately
$118,000 in signing bonuses and the amortization of all bonuses for 2002 and
2001 was approximately $60,000 and $369,000, respectively. The balance of
prepaid signing bonus at December 31, 2002 amounted to approximately $83,000.


Note 6.  Property And Equipment, Net

Property and equipment, net, consisted of the following at December 31, 2002:

<TABLE>
<CAPTION>
                                                                                 Useful Lives
                                                  -----------------------  -----------------------------
<S>                                                              <C>                <C>
Office equipment                                                 $23,291            5-7 years
Furniture and fixtures                                            49,705            5-7 years
Automobile                                                        51,726             5 years
Set and ring costs                                                67,514             5 years
Website development costs                                         55,000             3 years
                                                  -----------------------
                                    $247,236
Less accumulated depreciation and amortization                  (156,784)
                                                  -----------------------
Property and Equipment, Net                                      $90,452
                                                  =======================
</TABLE>

Depreciation and amortization expense of property and equipment was
approximately $50,000 and $43,000 for the years ended December 31, 2002 and
2001, respectively.


<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 7.    Intangible Assets, Net of Accumulated Amortization

     In accordance with SFAS No. 142 the Company determined that there was
impairment to accordance with SFAS No. 142, the Company performed an impairment
testing of their gboth their goodwill and other intangible assets. In this
testing resulted in the determination that the carrying amount of the
Companoodwill and intangible assets at December 31, 2002, related to it's
acquisition of Big Content exceeded it's fair value. Accordingly, ty's goodwill
and intangible assets that primarily fourth quarter of 2002, of $ 1,818,000 on
its intangible assets and $ 1,104,600 on ithe Company recorded an impairment
charge, in the s goodwill. The changes in the carrying amount of Goodwill and
Intangible assets during the year ended December 31, 2002 were as follows:
<TABLE>
<CAPTION>
                                                                                           as of December 31, 2002

 Intangible assets             Estimated      Balance as of   Acquired in   Impairment        Balance        Accumulated
 subject to amortization:         Life     December 31, 2002      2002        in 2002                        Amortization     Net
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>             <C>           <C>          <C>              <C>              <C>         <C>
Acquired video library            5                      -     $1,190,000            -       $1,190,000       ($189,748)  $1,000,252

ThunderBox Trademarks             10                     -      2,800,000   (1,577,000)       1,223,000        (223,233)     999,767
 and contractual relationships

 HWE Trademarks and               10                     -      2,000,000     (241,000)       1,759,000        (159,452)   1,599,548
 contractual relationships

 Other                            1                 20,000              -            -           20,000         (20,000)           -
 Acquired European                7                      -         40,000            -           40,000               -       40,000
  Media Rights
                                        --------------------------------------------------------------------------------------------
                                                   $20,000     $6,030,000  ($1,818,000)      $4,232,000       ($592,433)  $3,639,567
                                        ============================================================================================

                                                                            Amortization expense expected for the next four years:
                                                                            --------------------------------------------------------
 Amoritzation expense          Estimated Life  2001             2002          2003           2004            2005           2006
 of Intangible Assets
------------------------------------------------------------------------------------------------------------------------------------
 Acquired video library           5                      -       $189,748     $238,000         $238,000        $238,000     $238,000

 ThunderBox Trademarks            10                     -        223,233      122,300          122,300         122,300      122,300
 and contractual relationships

 HWE Trademarks and               10                     -        159,452      175,900          175,900         175,900      175,900
 contractual relationships

 Other                            1                      -         20,000            -                -               -            -

 Acquired European                7                      -              -        5,714            5,714           5,714        5,714
  Media Rights
                                        --------------------------------------------------------------------------------------------
                                                         -       $592,433     $541,914         $541,914        $541,914     $541,914
                                        ============================================================================================
</TABLE>


Amortization expense was $572,432 and $ -0- for the years ended December 31,
2002and 2001, respectively. Amortization of intangibles is expected to be
approximately $576,000 per year for the next four years and $352,166 in year 5.

Fourth Quarter 2002 Adjustment
As discussed in the previous paragraph and in accordance with FAS 142, the
Company recorded a fourth quarter adjustment in 2002 of $1,818,000 to recognize
the decline in value of the Company's intangible assets.










<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 8.   Goodwill

Goodwill consisted of the following at December 31, 2002:

<TABLE>
<CAPTION>


 Goodwill                                    Balance as of      Acquired in  Impairment     Balance as of
                                           December 31, 2001       2002       in 2002      December 31, 2002
-------------------------------------------------------------------------------------------------------------
<S>                                                <C>         <C>         <C>                      <C>
 Goodwill related to acquisition
    of Big Content                                 $42,500     $1,062,265  ($1,104,765)               -

                                        ---------------------------------------------------------------------
                                                   $42,500     $1,062,265  ($1,104,765)               -
                                        =====================================================================
</TABLE>


Fourth Quarter 2002 Adjustment

As discussed in the Note 7 and in accordance with FAS No. 142, the Company
recorded a fourth quarter adjustment in 2002 of $1,104,600 to recognize the
decline in value of the Company's goodwill.



<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 9.   Segment Data

The Company has two reportable segments: boxing and media. The boxing segment,
which is primarily the Cedric Kushner Promotions subsidiary, produces and
syndicates world championship boxing events for distribution worldwide. The
media segment consists primarily of the Big Content subsidiary and manages the
creation, distribution (domestically and internationally), and maintenance of
all media holdings, including the Company's media library of videotaped boxing
events and current original television programming.

The Company's reportable segments are strategic business units that offer
different outputs. The following tables present information about the Company's
business segments for the years ended December 31, 2002 and December 31,2001:

<TABLE>
<CAPTION>

                                                                        Years Ended
                                                                        December 31, 2002          December 31, 2001
                                                                        -------------------------  ----------------------
Revenues:
<S>                                                                     <C>                        <C>
 Boxing                                                                 $13,678,363                $16,886,129
 Media                                                                    1,817,670                          0
     Total                                                              $15,496,033                $16,886,129

Operating Income/Loss(-)
 Boxing                                                                 ($3,760,277)                 ($933,777)
 Media                                                                   (4,602,381)                         0
     Total                                                              ($8,362,658)                 ($933,777)
                                                                        -------------------------  ----------------------

Total Assets
 Boxing                                                                    $216,405
 Media                                                                    3,699,275
                                                                        -------------------------
     Total                                                               $3,855,973
                                                                        -------------------------
</TABLE>




Reconciliation of reportable segment
amounts to the Company's consolidated balances
<TABLE>
<CAPTION>
                                                                        Years Ended
                                                          December 31, 2002   December 31, 2001
                                                          -----------------   -----------------
<S>                  <C>                                      <C>             <C>
Operating Income/Loss(-) ..................................   ($ 8,362,658)   ($   933,777)
   Litigation revenue,  net of related expenses of $734,000           --         1,266,359
   Other income ...........................................         17,040          11,190
   Interest expense .......................................     (1,141,420)
   Financing costs paid in stocks and warrants ............     (1,496,557)
   Loss on disposal of property and equipment .............       (247,705)
   Interest income ........................................         11,285        (260,283)
   Other expenses .........................................        (25,000)

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

     Total ................................................   ($11,245,015)   $     83,489
                                                              ------------    ------------

</TABLE>


Foreign revenue disclosure
The Company had revenues from foreign sources in the amounts of $1,562,000 and
$1,610,000 for the years ended December 31, 2002 and 2001, respectively. This
foreign source revenue accounted for 10.1% and 9.5% for the years ended December
31, 2002 and 2001, respectively.










<PAGE>




                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 10.   Notes And Loans Payable

The Company's debt consisted of the following at December 31, 2002:

Line of Credit.

The Company had a line of credit with a bank on which it defaulted. Interest was
payable at an interest rate of 8.5% per annum. The credit line was secured by
accounts receivable, the Company's contracts with boxers and personally
guaranteed by officers of the Company, which included a mortgage against real
estate owned by the President of the Company. Pursuant to an agreement with the
bank dated February 20, 2003 (See Note 21. ) the Company paid down the balance
by $ 231,665 and agreed to a payment schedule for the remaining balance of $
48,172. The balance on this line of credit at December 31, 2002 amounted to $
250,770.

Notes Payable

The Company had a $200,000 credit line through a bank. During 2001, the line of
credit expired and the bank converted the outstanding amount to a note payable.
The note is payable in 36 monthly principal payments of $5,549, plus 6% interest
per annum. The note is secured by assets of the Company and personally
guaranteed by certain stockholder's of the Company. Furthermore, the President
of the Company was required to subordinate $ 578,735 of his loans to the
Company. The balance on this note at December 31, 2002 amounted to $ 127,683

On March 15, 2002, the Company acquired all of the outstanding stock of Big
Content (See Note 4. ). As part of the consideration for the acquisition, the
Company issued a promissory note for $1,000,000 to the sellers. The note bears
interest at 10% per annum and is payable interest only, monthly, beginning April
1, 2002. The note will mature on March 14, 2012. The balance on this note at
December 31, 2002 amounted to $ 1,000,000.

Note payable in connection with the settlement of Buster Mathis, Jr. v. Cedric
Kushner et al., (See Note 20. ) The original principal amount of the note was $
550,000 with interest at a rate of 2.9%. The balance on this note at December
31, 2002 amounted to $ 525,000.

Note payable in connection with the settlement of Shane D. Mosley, Sr. v. Cedric
Kushner Promotions, Ltd, (See Note 20. ) The original principal amount of the
note was $ 660,359 with interest at a rate of 10%. The note was originally due
on February 28, 2003, and is now in default. The balance on this note at
December 31, 2002 amounted to $ 610,359.

Note payable in connection with the judgment against the Company by Zomba
Recording Corporation (See Note 20. ). The note is secured by assets of the
Company, an apartment owned by the president of the Company, and it is also
personally guaranteed by the President. Principal is payable monthly at $25,000
per month plus interest at the prime rate as reported by the bank on the first
day of each calendar quarter which was 5.5 % at December 31, 2002. This note
matures on September 30, 2003. The balance on this note at December 31, 2002
amounted to $266,874.

Note payable in the original principal amount of $150,000 with interest at a
rate of 24.99 %. The note matured on December 19, 2002 when principal and unpaid
interest were due. The note is currently in default. The balance on this note at
December 31, 2002 amounted to $150,000

Note payable in the original principal amount of $125,000 with interest at a
rate of 24.99 %. The note matured on December 19, 2002 when principal and unpaid
interest were due. The note is currently in default. The balance on this note at
December 31, 2002 amounted to $125,000

Note payable in the original principal amount of $25,000 with interest at a rate
of 15 %. The note matured on December 3, 2002 when principal and unpaid interest
were due. The note is currently in default. The balance on this note at December
31, 2002 amounted to $25,000.

Note payable in the original principal amount of $25,000 with interest at a rate
of 24.99 %. The note matured on December 30, 2002 when principal and unpaid
interest were due. The note is currently in default. The balance on this note at
December 31, 2002 amounted to $25,000.

Note payable in the original principal amount of $25,000 with interest at a rate
of 24.99 %. The note matured on December 30, 2002 when principal and unpaid
interest were due. The note is currently in default. The balance on this note at
December 31, 2002 amounted to $25,000.

Note payable in the original principal amount of $40,000 with interest at a rate
of 24.99 %. The note matures on March 5, 2003 when principal and unpaid interest
are due. The balance on this note at December 31, 2002 amounted to $40,000.








<PAGE>




CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 10.   Notes And Loans Payable, continued:

Note payable in the original principal amount of $ 100,000 with interest at a
rate of 24.99%. The note matured on December 31, 2002 when principal and unpaid
interest were due. The note is currently in default. The balance on this note at
December 31, 2002 amounted to $ 100,000.

Notes payable in the original principal amount of $ 75,000 with interest at a
rate of 6.5 %. The note matured on October 30,2002 when principal and unpaid
interest were due. The note is currently in default. An automobile owned by the
President of the Company secures the note. The balance on this note at December
31, 2002 amounted to $ 75,000.

Note payable in the original principal amount of $ 25,000 with interest at a
rate of 23 %. In connection with this loan the Company issued warrants to
purchase 10,000 shares of the Company's common stock, at 1.00 per share with a
term of 3 years. The note is payable on demand. The balance on this note at
December 31, 2002 amounted to $ 25,000.

Note payable in the original principal amount of $ 35,000 with interest at a
rate of 23 %. The note is payable on demand. The balance on this note at
December 31, 2002 amounted to $ 35,000.

Scheduled maturities for each of the years ending December 31 and long-term debt
balance at December 31, 2002 are as follows:


          Current Maturities                           $2,268,344
                2004                                      137,342
                2005                                            -
                2006                                            -
                2007                                            -
                2008                                            -
             Thereafter                                 1,000,000
                                            ----------------------
                                                        3,405,686
                                            ======================

Total notes and loans payable                           3,405,686

Less: Current portion                                   2,268,344
                                            ----------------------

Long-term debt, less current maturities                 1,137,342
                                            ======================


Note 11.   Notes Payable Due To Stockholders

Note Payable due to the President of the Company dated September 16, 2002 ,
bearing interest at 7 % per annum. Interest and principal on this note is due on
September 15, 2005. Interest expense recorded during the year ended December31,
2002 amounted to $ 4.428. The balance on this loan as of December 31, 2002 was
$253,000.

Note Payable due to the President of the Company dated October 25, 2002, bearing
interest at 7 % per annum. Interest expense recorded during the year ended
December31, 2002 amounted to $ 7,750. Interest and principal on this note is due
on September 25, 2005. The balance on this loan as of December 31, 2002 was
$442,857.

Note Payable due to the President of the Company dated November 21, 2002,
bearing interest at 7 % per annum. Interest and principal on this note is due on
November 20, 2005. Interest expense recorded for the year ended December 31,
2002 amounted to $ 1,162. The balance on this loan as of December 31, 2002 was
$95,000.

Note Payable due to the President of the Company dated December 2, 2002, bearing
interest at 7 % per annum. Interest expense recorded during the year ended
December31, 2002 amounted to $ 1,103. Interest and principal on this note is due
on December 2, 2005. The balance on this loan as of December 31, 2002 was
$189,000.

The president of the Company has subordinated $ 578,735 of his loans to a
bank. (See Note 11)

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 11.   Notes Payable Due To Stockholders, continued:

Note Payable due to an officer of the Company dated December 20, 2002, bearing
interest at 7 % per annum. Interest and principal on this note was due on
December 31, 2002. The balance on this loan as of December 31, 2002 was
$100,000.

Note Payable to stockholder in connection with consulting agreement for Big
Content acquisition (See Note 4. ) dated March 15, 2002, bearing interest at 15
%. Principal and interest on this note are paid weekly in the amount of $ 5,000
per week. through March 15, 2012. The balance on this note as of December 31,
2002 was $1,273,087.

Note Payable due to a stockholder of the Company dated June 3, 2002, bearing
interest at 24.99 %. Interest and principal on this note is due on December 2,
2005. The balance on this loan as of December 31, 2002 was $12,500.

Note Payable due to a stockholder of the Company dated June 7, 2002, bearing
interest at 24.99 %. Interest and principal on this note is due on December 2,
2005. The balance on this loan as of December 31, 2002 was $50,000.

Scheduled maturities for each of the years ending December 31 and shareholders'
notes and loan payable at December 31, 2002 are as follows:



Current maturities                               234,461
               2004                               93,022
               2005                            1,080,884
               2006                              117,350
               2007                              136,313
               2008                              161,622
Thereafter                                       591,792
                                   ----------------------
                                               2,415,444
                                   ======================

Total shareholders notes
 and loans payable                             2,415,444

Less: Current portion                             234,461
                                   ----------------------
Long-term portion                              2,180,983
                                   ======================


Note 12.   Convertible Debt

During the period March through June , 2002, the Company raised $855,500 through
the issuance of convertible notes. The notes bear interest at 10% per annum,
compounded annually, and shall be due on or before the earlier of either June
30, 2003 or an "event of default" as defined in the notes. Upon the closing of
any private placement, the notes will automatically be converted into shares of
common stock at a conversion price equal to $1.00 per share. Each noteholder
also received 1 warrant for each 2 dollars they loaned the Company. The warrants
were convertible into the Company's Class A common stock at an exercise price of
$.50 with a 5-year term.

Accordingly, the Company recorded a deferred debt discount in the amount of
$855,500 to reflect the beneficial conversion feature of the debentures and the
value of the warrants. The beneficial conversion feature, was recorded pursuant
to Emerging Issues Task Force ("EITF") 00-27: Application of EITF No. 98-5,
"Accounting for Convertible Securities with Beneficial Conversion Features or
Contingently Adjustable Conversion Ratios," to certain convertible instruments.
In accordance with EITF 00-27, the Company evaluated the value of the beneficial
conversion feature and recorded this amount as a reduction to the carrying
amount of the convertible debt and an addition to paid-in capital. Additionally,
the fair value of the warrants was calculated and recorded as a further
reduction to the carrying amount and an addition to paid-in capital.

The Company is amortizing the discount over the term of the debt. Amortization
for the period ended December 31, 2002 was approximately $506,509, and this
amortization is recorded as interest expense.


                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 13.   Stockholders' Deficiency

Common Stock

The Company had two classes of common stock authorized at December 31, 2002

Class A

The Company had 15,000,000 shares of its Class A, $ .01 common stock authorized
of which 10,768,991 were issued and outstanding as of December 31, 2002.

The Company issued its Class A common stock during the year ended December 31,
2002 as follows:

On April 30, 2002, 10,009,047 shares were issued in connection with the reverse
merger transaction with Zenascent (See Note 4. )

In May 2002, an officer of the Company exercised options and was issued 21,356
shares of stock.

During the year ended December 31, 2002 the Company issued 609,838 shares of
common stock in connection with the conversion of $583,797 of the Company's
debt.

On September 9, 2002, the Company entered into a two year consulting agreement
with an independent consultant to provide consulting services on general
business matters. As compensation for these services, the Company agreed to
issue 550,000 shares of common stock of the Company. The shares are issuable
300,000 on the date of the agreement and 250,000 at September 9, 2003. The
agreement also provides for the consultant to be paid additional cash
compensation equal to 10% of proceeds from future financing activities in which
the consultant secures the investing party or parties.

The Company has recorded the fair value of the Company's common stock on the
grant dates to deferred consulting fees and as an increase to additional paid-in
capital and is amortizing the expense over the life of the agreements. The
expense has been reflected as general and administrative expenses in the
Company's statement of operations

On September 6, 2002, the Company issued 10,000 shares of it's common stock
valued at $ 10,000 in payment of interest on past due loans. On October 1, 2002
, the Company issued 5,000 shares of its common stock valued at $ 5,000 to its
attorney's as payment for services rendered.

In July 2002, the Company and an investor group finalized a settlement related
to Big Content. The Company and the investor group agreed to create a limited
liability company with the assets associated with ThunderBox and for the
investor group to acquire 17% of the limited liability company. The agreement
also entitles the investor group to receive 40% of the initial $250,000 of
distributions made (if any) by the Company. The Company has an option to
repurchase the 17% of the limited liability company from the investor group for
a price determined by the agreement. The Company also agreed to issue 300,000
shares of the Company's common stock to the investor group as additional
settlement, comprised of an initial payment of 30,000 shares upon execution of
the settlement agreement, plus 33,750 shares over the next eight fiscal quarters
starting September 30, 2002. The Company has recorded the fair value of the
Company's common stock on the grant dates , which amounted to $300,000 , as
deferred consulting fees and as an increase to additional paid-in capital and is
amortizing the expense over the life of the agreement.. The expense has been
reflected as general and administrative expenses in the Company's statement of
operations.

During the quarter ended September 30, 2002 a stockholder converted 17,500
shares of Series A Preferred Stock in exchange for 175,000 shares of the
Company's Class A common stock.

At December 31, 2002, the Company had commitments to issue 5,460,411 of its
Class A common stock, for various transactions but had not completed the
issuances by December 31, 2002. .(See Note 16. )

Class B

The Company had 5,000,000 shares of its Class B, $ .01 common stock authorized
of which none were issued and outstanding as of December 31, 2002.

<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 13.   Stockholders' Deficiency, continued

Preferred Stock

The Company's Board of Directors may, without further action by the Company's
stockholders, from time to time, direct the issuance of any authorized but
unissued or unreserved shares of Preferred Stock in series and any, at the time
of issuance, determine the rights, preferences and limitations of each series.
The holders of Preferred Stock may be entitled to receive a preference payment
in the event of any liquidation, dissolution or winding-up of the Company before
any payment is made to the holders of the Common Stock. The Board of Directors
could issue Preferred Stock with voting and other rights that could adversely
affect the voting power of the holders of Common Stock and could be certain
anti-takeover effects.


Series A Convertible Preferred Stock
In July 2001 the Company's board of directors authorized 135,000 shares of a
Series A convertible preferred stock. Each share of Series A preferred stock is
convertible into 10 shares of common stock and pays a dividend of 8% per annum
on the liquidation preference of $3 per share.

In July 2001 the Company sold 135,000 shares of Series A convertible preferred
stock and 1,350,000 common stock purchase warrants, exercise price $.30 per
share, for $405,000.

The Company amended the provisions of its Series A Convertible Preferred Stock
(as so amended, the "Series A Preferred") effective October 16, 2002. The
amendment provides that shares of Series A Preferred can be converted into the
Company's common stock so long as there exists sufficient authorized common
stock to effect such conversion. Previously, the Series A Preferred could be
converted into common stock only if there were sufficient authorized shares to
effect the conversion of all outstanding shares of Series A Preferred. The
amendment also provides that all outstanding Series A Preferred will be
automatically converted into common stock at such time as the Company's
certificate of incorporation is amended to authorize a sufficient number of
shares of common stock into which all of the issued and outstanding shares of
Series A Preferred are convertible.


Series B Convertible Preferred Stock
In connection with the Big Content acquisition, the Company's Board of Directors
authorized and issued 399,752 shares of a Series B convertible preferred stock.
The Series B convertible preferred stock, as amended (see below), is convertible
into 50 shares of the Company's common stock (19,987,600) any time at the option
of the holders or automatically upon ratification by the Company's shareholders
of an increase in the amount of authorized shares. The stock, as amended, has a
liquidation preference value of $2,430,000.

On September 30, 2002, two officers of the Company, entered into a Stock
Amendment and Issuance Agreement ("SAIA") which provided that the Company's
Series B Convertible Preferred Stock ("Series B Stock"), held only by those two
officers, would be modified such that each share of Series B Stock would be
convertible into only 50 shares of the Company's common stock, instead of 100
shares, as previously provided. The SAIA also provides that the aggregate
liquidation preference of the Series B Stock would be reduced from $4,860,000 to
$2,430,000. In consideration for their acceptance the Board of Directors
authorized and issued to these officers shares of a Series D Preferred Stock
(the "Series D Stock") (see below)

In October 2002, the Company amended its Certificate of Designation, Preferences
and Rights of Series B Convertible Preferred Stock to amend the conversion ratio
of such stock from 100 to 50. Accordingly, the 399,752 shares of Series B Stock
are now convertible into an aggregate of 19,987,600 shares of the Company's
common stock.


Series C Convertible Redeemable Preferred Stock In connection with the Big
Content acquisition, the Company's Board of Directors authorized and issued
27,923 shares of a Series C convertible redeemable preferred stock. The Series C
convertible redeemable preferred stock, as amended, is convertible into 100
shares of the Company's common stock (2,792,210) any time at the option of the
Company. The stock, as amended, has a liquidation preference value of $4,500,000
and is redeemable at that value.


Series D Convertible Preferred Stock
In connection with the amendment of the Series B Stock, discussed above the,
SAIA provided for the issuance to the officers of shares of a new series of
preferred stock, Series D Preferred Stock, par value $0.01 per share (the
"Series D Stock"), which has no right to receive dividends and is not
convertible into the Company's common stock, but will vote together with the
Company's Common Stock, with each share of Series D Stock having 50 votes. The
Series D Stock carries an aggregate liquidation preference value of $2,430,000.

<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 13.   Stockholders' Deficiency, continued:

Warrant activity and weighted average exercise prices for the years ended
December 31, 2002 and 2001 were as follows:
<TABLE>
<CAPTION>


                                                                                Number                         Weighted Average
                                                                               of Shares                         Exercise Price
<S>                  <C>                                                                 <C>                                  <C>

Outstanding, January 1, 2001                                                             0                                    0

Outstanding, January 1, 2002                                                             0                                    0

Warrants outstanding in connection to the reverse merge with Zenascent           6,796,822                                $3.70
                                                                                                                            .62
Issued in connection with the merger of Big Content                                500,000
                                                                                                                            .50
Issued in connection with convertible debt                                       1,342,750
                                                                                                                            .50
Issued to employee in connection with employment agreement                       1,000,000
                                                                                                                           1.00
Issued in connection with accrued interest on debt                                  10,000
                                                                                                                           1.15
Issued in connection with investment advisory services                             108,940

Expired                                                                        (3,837,026)                               (5.92)

Outstanding, December 31, 2002                                                   5,921,486                                  .76
</TABLE>



During the period from March 2002 to May 2002, 447,750 warrants were issued at
an exercise price of $0.50 per share in connection with the issuance of
convertible debt. The warrants are exercisable over a five-year period, which
expires at various dates from March 22, 2007 to May 28, 2007. The fair value of
the warrants was estimated at prices ranging from $.96 to $1.13 per warrant on
the date of grant using the Black-Scholes pricing model. Finance costs related
to these warrants for the year ended December 31, 2002 amounted to $545,959.

During March and April 2002, 337,500 warrants were issued in connection with
convertible debt. The warrants are exercisable over a five-year period, which
expires at various dates through October 2007. The fair value of the warrants
was estimated at $1.00 per warrant on the date of grant using the Black-Scholes
pricing model. Finance costs related to these warrants for the year ended
December 31, 2002 amounted $445,000.

During April 2002, 1,000,000 warrants were issued in connection with an
employment agreement. The warrants are exercisable over a seven-year period,
which expires on April 1, 2009. The fair value of the warrants was estimated at
$.53 per warrant on the date of grant using the Black-Scholes pricing model.
Finance costs related to these warrants for the year ended December 31, 2002
amounted to $397,500.

During April 2002, 500,000 warrants were issued to a stockholder in connection
with the acquisition of Big Content. The warrants were not valued as they were
included as part of the purchase price of Big Content.

During September 2002, 108,940 warrants were issued for investment advisory
services. The warrants are exercisable over a five-year period expiring
September 29, 2007. The fair value of the warrants was estimated to range from
$.75 to $.78 per warrant on the date of grant using the Black-Scholes pricing
model. Finance costs related to these warrants for the year ended December 31,
2002 amounted to $83,270.

During September 2002, 10,000 warrants were issued in connection with interest
on a note payable. The warrants are exercisable over a five-year period expiring
September 18, 2007. The fair value of the warrants was estimated at $.68 per
warrant on the date of grant using the Black-Scholes pricing model. Finance
costs related to these warrants for the year ended December 31, 2002 amounted to
$6,828.

During October 2002, 350,000 warrants were issued in connection with a note
payable agreement. The warrants are exercisable over a five-year period expiring
October 16, 2007. The fair value of the warrants was estimated at $.61 per
warrant on the date of grant using the Black-Scholes pricing model. Finance
costs related to these warrants for the year ended December 31, 2002 amounted to
$213,500.
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 13.   Stockholders' Deficiency, continued:

Common Stock Options

On September 4, 1996, the Company adopted the 1996 Incentive and Non-Qualified
Stock Option Plan (the "1996 Plan") allowing the Company to issue 500,000
incentive stock options to employees and non-qualified stock options to either
employees or consultants. The total number of shares with respect to which
options may be granted was increased to 1.15 million on January 24, 1997.

In June 1998 the Company adopted the 1998 Incentive and Non-Qualified Stock
Option Plan (the "1998 Plan") allowing the Company to issue 800,000 incentive
stock options to employees and non-qualified stock options to either employees
or consultants.

The Company has issued various stock options to employees and consultants. The
options' vesting period varies from full vesting upon issuance of options to
vesting over a three-year period. A summary of the Company's stock options,
(granted to two officers) activity is as follows:

<TABLE>
<CAPTION>


                                                                                          Options
                                                               -------------------------------------------------------
                                                               Number of Shares    Price Range per    Exercise Price
                                                                                       Share        (Weighted Average)

<S>                                                             <C>                <C>                  <C>
 Balance , January 1, 2001                                              -

 Balance , January 1, 2002                                              -
 Options in connection to reverse merger
  with Zenascent on April 30, 2002                                   196,832        $.225 - $6.00

                                                    Granted          149,000                                $ 1.11

                                                    Exercised        (30,000)
                                                                    =========

Balance, December 31, 2002                                           315,832
                                                                    =========

</TABLE>

Options outstanding and exercisable by price range as of December 31, 2002:

<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------
 Exercise Price Range   Outstanding Shares    Exercisable Shares     Weighted Average
                                                                      Exercise Price
-------------------------------------------------------------------------------------
<S>           <C>                 <C>                <C>                  <C>
              $0.23               7,166              7,166                $0.23

               0.72               6,666              6,666                $0.72

         .23 - 1.44             150,000            150,000                $0.76

               6.00               3,000              3,000                $6.00

              $1.43             149,000            149,000                $0.60
--------------------  ------------------   ----------------  ------------------------
      $.225 - $6.00             315,832            315,832                $1.11
====================  ==================   ================  ========================
</TABLE>

The Company recognized stock-based compensation expense of $20,000 during the
year ended December 31, 2002, relating to options or warrants granted to
employees or consultants with exercise prices below the estimated fair market
value of the Company's common stock at the date of grant.

<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 13.   Stockholders' Deficiency, continued:
Common Stock Options, continued

If the Company had determined compensation cost for stock options granted, based
on the fair value at the grant date and consistent with the provisions of SFAS
123, the Company's net loss and loss per share would have increased. Since,
however, the Company had granted no stock options in 2001 and 2002, the
Company's loss per share would have remained at $0.27 per share for 2002 and
$1.01 per share for 2001.

The effects of applying the pro forma disclosures of SFAS 123 are not likely to
be representative of the effects on reported net earnings for future years due
to the various vesting schedules.


Note 14.   Income Taxes

For the years ended December 31, 2002 and 2001, actual income tax expense
differed from the amount computed by applying the U.S. Federal corporate income
tax rate of 34% to pre-tax earnings, as a result of the Company utilizing a
portion of net operating losses to offset pre-tax income and as a result of
valuation allowances netted against other potential deferred tax assets.

The tax effects of temporary differences that gave rise to the deferred tax
assets and deferred tax liabilities at December 31, 2002 and 2001 were primarily
attributable to net operating loss carry-forwards and allowance for doubtful
accounts.

At December 31, 2002 and 2001, the Company had provided a 100% valuation
allowance for the deferred tax asset of approximately $6,000,000 and $2,200,000,
respectively, because the ultimate realization of this asset is uncertain.

At December 31, 2002 and 2001, the Company had net operating loss carry-forwards
for Federal tax purposes of approximately $15,700,000 and $5,700,000,
respectively, which were available to offset future taxable income, if any,
through 2014. Under Federal Tax Law IRC Section 382, certain significant changes
in ownership of the Company, including the reverse merger transaction (See Note
1) may restrict the future utilization of these tax loss carry-forwards.

Note 15.    Commitments and Contingencies

Bulldog Entertainment, LLC

On December 12, 2002, the Company entered into a Consulting Agreement with
Bulldog Entertainment, LLC for certain general business and boxing promotion
related consulting services. The Agreement commences on January 1, 2003 and
continues until April 30, 2008. The Company has agreed to issue 700,000 shares
of the Company's common stock to the consultant for said services. This stock
shall have piggyback registration rights.

David Tua Agreement

Pursuant to a Sale and Purchase Agreement (the "Sale Agreement") dated as of
December 24, 2002 among Sports Tech, Ltd. ("Sports Tech"), Cedric Kushner
Promotions, Ltd. ("CKP") and, for limited purposes, the Company and a Consent
and Agreement ("Consent") dated as of December 24, 2002 among Tua, CKP and
Tuaman, Inc., CKP acquired all of Sports Tech's right, title and interest in and
to an exclusive promotional agreement (the "Tua EPA") with David Tua, a leading
heavyweight contender. The term of the EPA is for three years beginning on
December 1, 2002, subject to certain options by CKP to extend such term based
upon Tua being declared the world champion or number one contender. Pursuant to
the Sale Agreement, CKP and the Company have agreed, among other things, to
issue to Sports Tech 1,500,000 unregistered and restricted shares of common
stock of the Company (provided that 250,000 of such shares have piggyback
registration rights) with additional shares of common stock to be issued
contingent upon Tua's future performance. Pursuant to the Consent, under certain
circumstances relating to the success of equity sale should be the Company, CKP
may be obligated to make certain non-interest bearing advances of purses to Tua.

Simultaneously with the execution of the Sale Agreement and the Consent, CKP
entered into an agreement (the "America Presents Agreement") with America
Presents Boxing LLC ("APB"), Tua's prior promoter, whereby APB released Tua from
an Exclusive Co-Promotion Agreement (the "Co-Promotion Agreement") dated as of
March 26, 2002 between APB and Cedric Kushner Boxing, Inc.. Pursuant to the
America Presents Agreement, CKP paid APB $400,000 and a issued APB a $200,000
contingent promissory note (the "Contingent Note") which provided for payment of
such amount if Tua was not declared the loser in his March 2003 bout ("Rahman
Bout") with Hasim Rahman The Rahman Bout ended in a draw and CKP paid the
Contingent Note following the Rahman Bout.

<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 15.     Commitments and Contingencies, continued
David Tua Agreement, continued

Simultaneously with the closing of the Sale Agreement and the Consent, CKP sold
50% of its economic interest in the Tua EPA to various participants (the "Tua
Participants") pursuant to separate agreements (each a "Tua Participation
Agreement") for an aggregate amount equal to $400,000. Such Tua Participation
Agreements provide, among other things, that the first 400,000 of net revenues
derived from the Tua EPA shall be remitted to the Tua Participants on a parri
passu basis and that CKP shall cause the Company to issue to each Tua
Participant a warrant to purchase unregistered and restricted shares of common
stock of the Company with an aggregate value equal to 10% of the amount invested
by each Tua Participant. Subsequently, the Company, Cedric Kushner, and two of
the Tua Participants entered into separate agreements whereby the Company agreed
that if (a) Cedric Kushner shall die after the date of the Agreement and such
Tua Participant shall not have recouped the its original investment of $100,000
(the "Tua Amount") or (B) such Tua Participant has not recouped the Tua Amount
on or prior to 24 months from February 23, 2003, such Tua Participant shall have
the right to sell its rights and interest in and to the Tua EPA to at a price
equal to the difference, if any, between the Tua Amount and the amount recouped
as of such date Kushner dies or the expiration of the 24 month period, as
applicable.


Note 16. - Employment Agreement

On August 19, 2002, the Company signed an employment agreement with an employee
of Company. The Agreement is effective as of April 1, 2002 and is for a period
of three years. The terms of the Agreement provide for compensation at a rate of
$200,000 per year and warrants to purchase 2,000,000 shares of Common Stock at
exercise prices ranging from $.50 to $.60 (subject to customary anti-dilution
provisions and certain adjustments relating to the initial percentage discount
of such options to the fair market value of the Common Stock). The warrants
shall have a term of seven years, "cashless exercise" feature and piggyback
registration rights. The warrants shall be subject to a two year vesting period,
with warrants to purchase: 1,000,000 shares of Common Stock vesting on a pro
rata basis on the first day of each month during the first year of employment
(i.e. 83,333 per month); warrants to purchase 500,000 shares of Common Stock
vesting at the beginning of the second year of employment; and warrants to
purchase 500,000 shares of Common Stock vesting at the beginning of the third
year of employment.

The Company is recording the intrinsic value of the warrants as additional
salary and as an increase to additional paid-in capital over the vesting period.
As a result of the cashless exercise feature, the Company remeasures
compensation expense using the fair value of the Company's common stock each
quarter. This agreement was mutually terminated on April 4, 2003.


Note 17.      Related Party Transactions

The Company rented both its New York City and Southampton offices from the
president of the Company on a month-to-month basis for the year ended December
31, 2002. Rent amounting to $ 120,000 was paid for these premises during the
year ended December 31, 2002.

The Company utilized free office space owned by a stockholder during 2001. Rent
for this space has been imputed at a monthly rate of approximately $2,500 per
month and, accordingly, $30,000 has been included in additional paid-in capital
for the years ended December 31, 2001. The Company's president and majority
stockholder does not receive a salary for his services. As such, the Company has
accrued an annual salary of $165,000 for the years ended December 31, 2001 and
2000 and, accordingly, has recorded this amount as additional paid-in capital.


Note 18.    Litigation

On November 13, 2001, Golden Gloves (PTY) Limited, a boxing promoter based in
Johannesburg, South Africa ("Golden Gloves"), commenced a legal action in the
Supreme Court of the State of New York, County of New York against CKP and the
Company's President. Golden Gloves alleged that CKP breached an agreement to
share certain profits related to certain boxers. This matter has been settled in
accordance with a written agreement dated February 20, 2003 between the parties.
The details of the agreement are confidential, but they basically involved an
extended payout over two years. In the event of a default of this agreement, the
Company will be responsible for the full amount of any unpaid balance, interest
and legal fees.

In February 2003, Investor Relations Services, Inc. ("IRSI") filed arbitration
against the Company arising from a dispute regarding the termination by the
Company of an agreement between IRSI and the Company. The agreement was
originally to be effective from May 13, 2002 through May 12, 2005. As
compensation for its services, the Company was to issue 2,631,580 shares of the
Company's common stock to Summit Trading, Ltd., an affiliate of IRSI. The
Company, however, determined that IRSI would be unable to fulfill its contract
obligations under the agreement, which resulted in the Company terminating its
agreement with IRSI. IRSI alleged that the agreement was terminated without
cause and that full payment in the amount of 2,631,580 shares of common stock
was owed.
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 18.    Litigation, continued:

As a result, legal action was initiated. The case was referred to mediation as a
necessary precondition before arbitration can move forward. Mediation is
expected to take place sometime during the month of May. As such, discovery has
not yet occurred and the party pleadings have not yet been exchanged. It is
premature at this time for the Company to determine the merit of this suit;
therefore, no amounts have been accrued as of December 31, 2002. However, there
could be a material, adverse effect on our revenues, profits, results of
operations, financial condition and future prospects should IRSI prevail.

In July 2002, CKP and Cedric Kushner agreed to a stipulation for judgment
against the Company's President by Zomba Recording Corporation ("Zomba") related
to amounts owed Zomba under an Amended and Restated Promissory Note dated August
2, 2001 in the amount of $762,876. Further, in August, 2002, the Company's
President executed a Mortgage Security Agreement granting a security interest in
an apartment property owned by the Company's President to Zomba. As of December
31, 2002, the unpaid balance owed to Zomba by CKP was approximately $267,000.
There could be a material, adverse effect on our revenues, profits, results of
operations, financial condition and future prospects if we are unsuccessful in
securing financing to fund this obligation.

On August 23, 2002, the Company agreed to a stipulation for judgment against the
Company by a boxer relating to shared profits owed to the boxer. The Company had
agreed to pay the boxer approximately $610,000 plus interest by February 28,
2003. The parties have since agreed to extend the payment due date by
approximately four months in consideration for a substantial additional payment.

On April 18, 2003, the Company entered into a Settlement Agreement ("Mathis SA")
with Buster Mathis, Jr. ("Mathis") regarding a civil action against the
Company's President and certain subsidiaries of the Company in the United States
District Court for the Southern District of New York styled Buster Mathis, Jr.
v. Cedric Kushner et al., and obtained a judgment therein after a jury trial in
the total amount of $702,455. Subject to full performance of the terms and
conditions of the Mathis SA, all claims between Mathis and the Company and its
affiliates were compromised and settled in consideration for the payment by the
Company of the principal sum of $550,000 with interest at the rate of 2.9% per
annum. This settlement sum is payable in certain installments that commenced on
December 17, 2002 and continue until September 15, 2004.

As of May 18, 2003, the Company has paid $150,000 pursuant to the Mathis SA.
Until September 15, 2003, the Company has the option to satisfy $275,000 of the
settlement amount by issuing unrestricted shares of the Company's common stock
to Mr. Mathis ("Mathis Shares"). The number of Mathis Shares to be delivered
shall be an amount having the equivalent value of $275,000 plus accrued interest
("Share Value"), which value shall be based upon the average closing price of
shares of the Company's common stock as traded in the public market, for a
period of ten trading days prior to the effective date of a registration
statement covering such Mathis Shares. Upon receipt of the Mathis Shares, Mathis
has a period of 20 days to decide whether Mathis wishes to hold or sell the
Shares.

If Mathis elects to sell the Mathis Shares, the Company has agreed to guaranty
that the sale proceeds from the sale of these Mathis Shares equals the Share
Value. In further consideration for Mathis granting the Company the above
option, the Company has agreed to deliver to Mathis at the same time the Mathis
Shares are issued, an additional amount of shares of freely-tradable,
unrestricted common stock of the Company equal to 10,000 shares for each
calendar month after May 2003 that the Mathis Shares have not been delivered to
Mathis (with Mathis' entitlement vesting on the first calendar day of each month
commencing on June 1, 2003). For example, in the event the Mathis Shares are not
delivered until September 15, 2003, the Company is required to deliver to Mathis
an additional 40,000 shares of the Company's common stock, which will have
vested 10,000 shares each on June 1, July 1, August 1, and September 1, 2003,
respectively. The Company has agreed to certain not to make any extraordinary
payments that are also outside the ordinary course of business to creditors,
shareholders or employees.. The Settlement Amounts are additionally secured by a
lien on the Company's President's East Hampton residence.

In the normal course of business, the Company is involved in legal disputes
concerning contractual rights and breaches of contract related to its boxers and
the promotion of boxing events, certain service providers, and other issues. At
December 31, 2002, the Company had accrued an aggregate of approximately
$180,000, representing its estimated exposure from these legal disputes. There
can be no assurance that any future legal proceedings will not have a material
adverse affect on the Company.

Note 20.   Major Customer

Revenue from one customer accounted for approximately 62% and 71% of revenues
for the years ended December 31, 2002 and 2001, respectively.
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 21.    Subsequent Events

From January 1, 2003 to May 15, 2003, the Company borrowed approximately
$856,000 from the various third parties pursuant to several promissory notes.
The loans are all short term and accrue interest various rates per annum.

On or about April 22, 2003, an investor of the Company agreed to transfer 50,000
shares of unrestricted Class A Common stock to an investment bank on behalf of
the Company to settle a pending dispute. In exchange for this, the Company
agreed to issue the investor 75,000 unregistered and restricted shares of Class
A Common stock of the Company. The shares shall have piggyback registration
rights.

During March 2003, the Company entered into a one-year non-exclusive advisory
and investment banking agreement with an investment bank to provide advice on
corporate finance matters. As compensation for these services, the Company
agreed to issue 225,000 shares of Class A common stock of the Company. The
shares are issuable on the date of the agreement and contain piggyback
registration rights.

During March 2003, the Company and an investment bank settled a pending dispute.
In exchange for commissions owed to the bank for money raised, the Company
agreed to transfer 125,000 shares of unrestricted Class A Common stock to the
investment bank in full settlement of any and all outstanding claims.

On or about March 4, 2003, an investor of the Company agreed to transfer 75,000
shares of unrestricted Class A Common stock to an investment bank on behalf of
the Company to settle a pending dispute. In exchange for this, the Company
agreed to issue the investor 125,000 unregistered and restricted shares of Class
A Common stock of the Company. The shares shall have piggyback registration
rights.

From January 15, 2003 to March 18, 2003, the Company entered into note and
warrant agreements with various third parties for a combined total of $305,000
with interest due on the outstanding principal amount at the rate of 10% per
year, compounded annually.

The notes shall be due on or before the earlier of the one hundred fiftieth
(150th) calendar day after the date of the note. In the event the principal
amount of these notes, together with accrued but unpaid interest, are not paid
on or before the one hundred fiftieth (150th) calendar day after the date of the
notes, the Holder shall be required to convert the outstanding principal amount
together with accrued but unpaid interest, into that number of shares of the
Company's common stock equal to the outstanding principal amount together with
accrued but unpaid interest, divided by eighty-five percent (85%) of the five
day average closing bid price of the Company's common stock for the five trading
day period immediately preceding the one hundred fiftieth (150th) calendar day
after the date of the notes. Additionally, the Company issued 152,500 warrants
to purchase shares of common stock in connection with the notes at an exercise
price of $.50 per share. The warrants expire five years from their issuance
date.

Buster Mathis, Jr.

On April 18, 2003, the Company entered into a Settlement Agreement ("Mathis SA")
with Buster Mathis, Jr. ("Mathis") regarding a civil action against the
Company's President and certain subsidiaries of the Company in the United States
District Court for the Southern District of New York styled Buster Mathis, Jr.
v. Cedric Kushner et al., and obtained a judgment therein after a jury trial in
the total amount of $702,455. Subject to full performance of the terms and
conditions of the Mathis SA, all claims between Mathis and the Company and its
affiliates were compromised and settled in consideration for the payment by the
Company of the principal sum of $550,000 with interest at the rate of 2.9% per
annum. This settlement sum is payable in certain installments that commenced on
December 17, 2002 and continue until September 15, 2004.

As of May 18, 2003, the Company has paid $150,000 pursuant to the Mathis SA.
Until September 15, 2003, the Company has the option to satisfy $275,000 of the
settlement amount by issuing unrestricted shares of the Company's common stock
to Mr. Mathis ("Mathis Shares"). The number of Mathis Shares to be delivered
shall be an amount having the equivalent value of $275,000 plus accrued interest
("Share Value"), which value shall be based upon the average closing price of
shares of the Company's common stock as traded in the public market, for a
period of ten trading days prior to the effective date of a registration
statement covering such Mathis Shares. Upon receipt of the Mathis Shares, Mathis
has a period of 20 days to decide whether Mathis wishes to hold or sell the
Shares.

If Mathis elects to sell the Mathis Shares, the Company has agreed to guaranty
that the sale proceeds from the sale of these Mathis Shares equals the Share
Value. In further consideration for Mathis granting the Company the above
option, the Company has agreed to deliver to Mathis at the same time the Mathis
Shares are issued, an additional amount of shares of freely-tradable,
unrestricted common stock of the Company equal to 10,000 shares for each
calendar month after May 2003 that the Mathis Shares have not been delivered to
Mathis (with Mathis' entitlement vesting on the first calendar day of each month
commencing on June 1, 2003). For example, in the event the Mathis Shares are not
delivered until September 15, 2003, the Company is required to deliver to Mathis
an additional 40,000 shares of the Company's common stock, which will have
vested 10,000 shares each on June 1, July 1, August 1, and September 1, 2003,
respectively. The Company has agreed to certain not to make any extraordinary
payments that are also outside the ordinary course of business to creditors,
shareholders or employees.. The Settlement Amounts are additionally secured by a
lien on the Company's President's East Hampton residence.
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 21.   Subsequent Events, continued:

Lease Obligations:

On April 4, 2003, the Company entered into a lease agreement for its New York
City based administrative offices. The lease commenced of February 1, 2003 and
continues until January 31, 2008.

The minimum annual lease payments required under the lease agreement are:



Year         Annual Rent
----         -----------
2003             $64,314
2004              71,460
2005              80,107
2006              98,308
2007             100,028
2008               8,482
                --------
                $422,698
                ========


<PAGE>
Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
        ON ACCOUNTING AND FINANCIAL DISCLOSURE

On April 2, 2003, we were notified by BDO Seidman, LLP, ("BDO ") of its
resignation as the Company's auditor. On April 4, 2003, we engaged Marcum &
Kliegman, LLP as our independent auditors for the fiscal year ending December
31, 2002. The action to engage Marcum & Kliegman, LLP was taken upon the
unanimous approval of our Audit Committee.

During the last two fiscal years ended December 31, 2002 and December 31, 2001
and through April 2, 2003, (i) there were no disagreements between us and BDO on
any matter of accounting principles or practices, financial statement disclosure
or auditing scope or procedure which, if not resolved to the satisfaction of BDO
would have caused BDO to make reference to the matter in its reports on the our
financial statements, and (ii) BDO's reports did not contain an adverse opinion
or a disclaimer of opinion, or was qualified or modified as to uncertainty,
audit scope, or accounting principles. During the last two most recent fiscal
years ended December 31, 2002 and December 31, 2001 and through April 2, 2003,
there were no reportable events as the term described in Item 304(a)(1)(iv) of
Regulation S-B. BDO 's opinion in its report on our financial statements for the
year ended December 31, 2001 and 2000, expressed substantial doubt with respect
to our ability to continue as a going concern.

During the two most recent fiscal years and through April 2, 2003, we have not
consulted with Marcum & Kliegman, LLP regarding either:

1. the application of accounting principles to any specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
our financial statements, and neither a written report was provided to us nor
oral advice was provided that Marcum & Kliegman, LLP concluded was an important
factor considered by us in reaching a decision as to the accounting, auditing or
financial reporting issue; or

2. any matter that was either subject of disagreement or event, as defined in
Item 304(a)(1)(iv)(A) of Regulation S-B and the related instruction to Item 304
of Regulation S-B, or a reportable event, as that term is explained in Item
304(a)(1)(iv)(A) of Regulation S-B.

<PAGE>
                                    PART III

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

Directors and Executive Officers

The following table sets forth certain information concerning our directors and
executive officers:



Name                 Age     Position
----                 ---     --------
Cedric Kushner       53      President & Chairman
James DiLorenzo      37      Secretary, Treasurer & Executive Vice President
Steven Angel         26      Consultant


Cedric Kushner, 53, became our President and a director on April 30, 2002. The
Company's President has served as president of Cedric Kushner Boxing, Inc.
("CKB") and its predecessor companies since 1974. From 1974 to 1982, The
Company's President was one of the premier rock `n' roll promoters in the United
States. He promoted the likes of Steppenwolf, Fleetwood Mac, Bob Segar, Rod
Stewart, Journey, Joni Mitchell and the Rolling Stones. Since 1982, The
Company's President has steadily established himself as a respected promoter in
the world of boxing. Currently, CKB promotes world champion and top contender
boxers.

James DiLorenzo, 37, became our Executive Vice President, Secretary and
Treasurer, as well as a director, on April 30, 2002. Mr. DiLorenzo joined CKB's
predecessor in 1991 and became a partner in 1998. Mr. DiLorenzo has served as
executive vice president, secretary and treasurer of CKB and its predecessor
since 1999. Mr. DiLorenzo created the popular "Heavyweight Explosion" and
"ThunderBox" series and is currently the head of all of CKB's media endeavors.
Mr. DiLorenzo also manages CKB's international and domestic television
distribution.

Steven Angel, 26, has been a director since January, 2000, and served as our
Executive Vice President and Secretary from January 14, 2000 through April 30,
2002. Currently, Mr. Angel also serves as a consultant to the Company under an
agreement, which is extended to May 31, 2003 on a month-to-month basis. From
1998 through 2000, Mr. Angel was the Vice President of Power Punch Promotions.
From 1994 to 1998, Mr. Angel attended the University of Maryland, where he
received a Bachelor of Science degree in marketing.

Code Of Ethics

The Company has adopted its Code of Ethics and Business Conduct for Officers,
Directors and Employees that applies to all of the officers, directors and
employees of the Company.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the executive officers and directors
of the Company and persons who own more than 10% of a registered class of the
Company's equity securities to file certain reports of beneficial ownership and
changes in such ownership. Executive officers, directors and 10% beneficial
owners are required by Commission regulations to furnish the Company with copies
of all Section 16(a) reports that they file.

Steven Angel became a director and executive officer of the Company in January
2000. On May 10, 2002, Mr. Angel filed an Initial Statement of Beneficial
Ownership of Securities on Form 3. Prior to this date however, it does not
appear that Mr. Angel filed a statement on Form 3 concerning his ownership of
Company stock, as required by Section 16(a) of the Exchange Act and the rules
and regulations adopted thereunder. On May 1, 2001, Mr. Angel was granted a
warrant to purchase 133,334 shares of our Common Stock. It does not appear that
Mr. Angel filed a statement on Form 4 concerning his beneficial ownership of
these shares, as required by Section 16(a) of the Exchange Act and the rules and
regulations adopted thereunder. In each month from February through September
2001 and in January 2002, Mr. Angel was granted options to purchase 12,500
shares of our Common Stock. On June 13, 2002, Mr. Angel was granted options to
purchase 37,500 shares of our Common Stock. It does not appear that Mr. Angel
filed a statement on Form 4 concerning his beneficial ownership of these shares,
as required by Section 16(a) of the Exchange Act and the rules and regulations
adopted thereunder. Moreover, it does not appear that Mr. Angel filed a
statement on Form 5 concerning his ownership of Company stock for fiscal year
2001, as required by Section 16(a) of the Exchange Act and the rules and
regulations adopted thereunder.

<PAGE>

Adam Goldberg became a director and executive officer of the Company in January
2000. It does not appear that Mr. Goldberg filed a statement on Form 3
concerning his ownership of Company stock, as required by Section 16(a) of the
Exchange Act and the rules and regulations adopted thereunder. In February 2001,
Mr. Goldberg was granted an option purchase 30,000 shares of our Common Stock.
It does not appear that Mr. Goldberg filed a statement on Form 4 concerning his
beneficial ownership of these shares, as required by Section 16(a) of the
Exchange Act and the rules and regulations adopted thereunder. Moreover, it does
not appear that Mr. Goldberg filed statements on Form 5 concerning his ownership
of Company stock for fiscal year 2001, as required by Section 16(a) of the
Exchange Act and the rules and regulations adopted thereunder.

In September 2001, Elliot Davis became the beneficial owner of more than ten
percent of our Common Stock. It does not appear that Mr. Davis has filed a
statement on Form 3 concerning his ownership of Company stock, as required by
Section 16(a) of the Exchange Act and the rules and regulations adopted
thereunder. In September 2002, Mr. Davis converted 17,500 shares of our Series A
Preferred Stock into 175,000 shares of our Common Stock. It does not appear that
Mr. Davis filed a statement on Form 4 concerning his beneficial ownership of
these shares, as required by Section 16(a) of the Exchange Act and the rules and
regulations adopted thereunder or a statement on Form 5 concerning his ownership
of Company stock for fiscal year 2001, as required by Section 16(a) of the
Exchange Act and the rules and regulations adopted thereunder. In addition, it
does not appear that Mr. Davis has filed a statement on Schedule 13D, as
required by Rule 13d-1a of the Exchange Act.

Except as described above, based upon a review of the Company's records, the
Company is not aware of any director, officer or beneficial owner of more than
ten percent of the Company's Common Stock that, during fiscal year 2001, failed
to file on a timely basis reports required by Section 16(a) of the Exchange Act.


Item 10. EXECUTIVE COMPENSATION

The following table sets forth certain information regarding compensation during
each of the last three fiscal years to our Chief Executive Officer for each of
those years and any officer who earned in excess of $100,000 in any of the last
three fiscal years.

<TABLE>
<CAPTION>


                   Annual Compensation Long-Term Compensation

                                                                             Awards                         Payouts

 Name and                    Year      Salary        Bonus   Other Annual Restricted     Securities       LTIP Payout  All Other
Principal Position                                           Compensation Stock Awards   Underlying                    Compensation
                                                                                         Options/SARS
Cedric Kushner
<S>                          <C>          <C>         <C>       <C>           <C>         <C>               <C>         <C>
  Chairman of the Board      2002         $127,000     -         -             -             -                -           -
  & President                2001         $165,000     -         -             -             -                -           -
                             2000         $165,000     -         -             -             -                -           -

Jim DiLorenzo
  Secretary, Treasurer       2002         $137,000     -         -             -             -                -           -
  & Executive Vice President 2001         $150,000     -         -             -             -                -           -
                             2000         $150,000     -         -             -             -                -           -

Adam Goldberg
                             2002             -        -         -             -             -                -           -
  Chairman of the Board      2001          $12,000     -         -          $9,300        $30,000 (2)         -           -
  & Chief Executive Officer  2000             -      $15,000     -          $1,500           -                -           -

Steve Angel
  Secretary                  2002          $87,000     -         -             -             -                -           -
  & Executive Vice President 2001          $84,000     -         -         $46,500       $283,000 (3)         -           -
                             2000          $45,000     -         -          $5,250           -                -           -

</TABLE>

(1) Representing value of shares of restricted stock, at date of grant.

(2) Consists of 30,000 options to purchase Common Stock at an exercise price of
$0.34 granted on or about February 15, 2001.

(3) Consists of a warrant to purchase 133,334 shares of Common Stock at an
exercise price of $.45 per share granted on May 1, 2001, 112,500 options to
purchase Common Stock granted during the period from February 2001 through
January 2002 and options to purchase a total of 37,500 shares of Common Stock
granted on June 13, 2002. The options have exercise prices ranging from $0.23 to
$1.44
<PAGE>
Compensation of Directors

The Company's directors are reimbursed for any out-of-pocket expenses incurred
by them for attendance at meetings of the Board of Directors or committees
thereof.

Stock Option Grants and Exercises

Adam Goldberg, who served as our Chairman and Chief Executive Officer until his
resignation on April 30, 2002, was issued the following stock options by the
Company:

o Pursuant to the Company's 1998 Incentive and Non-Qualified Stock Option Plan,
on or about February 15, 2001, 30,000 options to purchase Common Stock at an
exercise price of $0.34. These options vested immediately and expire in 7 years.
The shares underlying these options are registered and contain a cashless
exercise provision.

o On April 24, 2002, 49,000 options to purchase Common Stock at an exercise
price of $1.43. These options vest on February 21, 2003 and expire in 5 years.
The shares underlying these options have a right of inclusion in Company
registrations (subject to certain conditions) and contain a cashless exercise
provision.

Steven Angel, who resigned as our Executive Vice President and Secretary on
April 30, 2002, but who remains on our Board of Directors, was issued the
following stock options by the Company:

o Pursuant to the Company's 1998 Incentive and Non-Qualified Stock Option Plan,
12,500 options to purchase Common Stock each month during the period from
February 2001 through October 2001, as well as January 2002, for a total of
112,500 options. The options have exercise prices ranging from $0.23 to $1.41,
were vested immediately and expire in 7 years. The shares underlying the options
are registered and contain a cashless exercise provision.

o On April 24, 2002, 100,000 options to purchase Common Stock at an exercise
price of $1.43. These options vest on February 21, 2003 and expire in 5 years.
The shares underlying these options have a right of inclusion in Company
registrations (subject to certain conditions) and contain a cashless exercise
provision.

o On June 13, 2002: fully-vested options to purchase 12,500 shares of Common
Stock at an exercise price of $1.44 per share, expiring October 15, 2008;
fully-vested options to purchase 12,500 shares of Common Stock at an exercise
price of $1.16 per share, expiring November 21, 2008; and fully-vested options
to purchase 12,500 shares of Common Stock at an exercise price of $1.02 per
share, expiring December 15, 2008.

Option/SAR Grants in Last Fiscal Year

During the last completed fiscal year, ended December 31, 2002, the Company did
not grant any stock options to any of the officers named in the Summary
Compensation Table (item. 10). The Company also did not grant any stock
appreciation rights (as defined in Item 402(a)(6)(i) of Regulation S-B under the
Securities Act) during the last completed fiscal year, and has no stock
appreciation rights outstanding.

During the last completed fiscal year, none of our executive officers exercised
any options to acquire capital stock of the Company or any of its subsidiaries.

Long-Term Incentive Plans - Awards In Last Fiscal Year

Neither the Company nor any of its subsidiaries maintains any long-term
incentive plans, as defined in Item 402(a)(6)(iii) of Regulation S-B under the
Securities Act.

Employment Agreements

Steven Angel, a member of our Board of Directors, provides the Company with
consulting services in connection with business development, management
transition and other matters. The agreement provides that Mr. Angel shall
receive a monthly fee of $7,000. The consulting agreement, which commenced on
May 1, 2002, is currently extended on a month-to-month basis..

<PAGE>
Item 11.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information with respect to the
beneficial ownership of the Company's capital stock immediately after the CKB
Merger, by:

|X| each person known to beneficially own more than five percent of any class of
    the Company's voting stock;

|X| each director and executive officer of the Company; and

|X| all directors and executive officers as a group.

<TABLE>
<CAPTION>


                                                        Amount and
                                                          Nature                Beneficial
Name and Address of Beneficial Owner,                   Beneficial              Ownership
as of December 31, 2002                                 Ownership               Percentage (1)
----------------------------------------------------------------------------------------------
 Directors and Officers
<S>                                                        <C>           <C>       <C>
 Steven Angel                                              418,334       (3)       3.9%
     Cedric Kushner Promotions, Inc
     1414 Avenue of Americas, Suite 1402
     New York, New York 10019

 Cedric Kushner                                         17,342,715       (3)(7)   49.4%
     Cedric Kushner Promotions, Inc
     1414 Avenue of Americas, Suite 1402
     New York, New York 10019

 James DiLorenzo                                         3,616,540       (4)(7)   10.3%
     Cedric Kushner Promotions, Inc
     1414 Avenue of Americas, Suite 1402
     New York, New York 10019

                                                      --------------            --------------
 All Directors and officers as a Group (3 persons)      21,377,589       (5)      60.9%
                                                      --------------            --------------

 Other Shareholders
 Elliot Davis                                            2,766,666       (6)       7.9%
     c/o CSI
     7250 West Palmetto Park Road, Suite 106
     Boca Raton, Florida 33433-3439
</TABLE>

Except as otherwise noted, the Company believes that the persons listed below
have sole investment and voting power with respect to the capital stock owned by
them.

(1) For purposes of this table, "beneficial ownership" is determined in
accordance with the Instructions to Item 403 of Regulation S-B under the
Securities Act of 1933, as amended (the "Securities Act"), pursuant to which a
person or group of persons is deemed to have "beneficial ownership" of any
shares of Common Stock that such person has the right to acquire within 60 days.
For purposes of computing the percentage of outstanding shares of Common Stock
held by each person or group of persons named above, any shares which such
person or persons have the right to acquire within 60 days are deemed to be
outstanding and beneficially owned by such person or persons but are not deemed
to be outstanding for the purpose of computing the percentage ownership of any
other person. Due to this method of computation and the fact that the number of
shares of Common Stock issuable upon the exercise of outstanding options,
warrants and preferred stock is large relative to the number of shares of Common
Stock currently outstanding, the sum of these percentages exceeds 100%.

(2) Consists of 35,000 shares of Common Stock and vested options and warrants
that are convertible into 283,334 shares of Common Stock.
<PAGE>
(3) Consists of 13,493 shares of Common Stock and 339,788.66 shares of Series B
Preferred Stock that are convertible into 16,989,433 shares of Common Stock.

(4) Consists of 59,962.71 shares of Series B Preferred Stock that are
convertible into 2,998,135.5 shares of Common Stock and 2,792.21 shares of
Series C Preferred Stock that are convertible into 279,221 shares of Common
Stock (Mr. DiLorenzo owns an additional 2,792.21 shares of Series C Preferred
Stock, but these may not be converted into Common Stock prior to April 29,
2005).

(5) As described in Notes 2 through 4, above, consists of an aggregate of 48,493
shares of Common Stock, vested options that are convertible into 283,334 shares
of Common Stock, 399,751.37 shares of Series B Preferred Stock that are
convertible into 19,987,568.5 shares of Common Stock, and 2,792.21 shares of
Series C Preferred Stock that are convertible into 279,221 shares of Common
Stock.

(6) Consists of 175,000 shares of Common Stock, warrants to purchase an
aggregate of 1,375,000 shares of Common Stock and 117,500 shares of Series A
Preferred Stock that are convertible into 1,175,000 shares of Common Stock.

(7) Consists of 400,000 shares of Series D Preferred, which does contain any
conversion rights, but has the voting equivalent of 50 shares of Common Stock
per share of Series D.

Related Party Transactions

The Company rented both its New York City and Southampton offices from the
president of the Company on a month-to-month basis for the year ended December
31, 2002. Rent amounting to $ 120,000 was paid for these premises during the
year ended December 31, 2002.

The Company utilized free office space owned by a stockholder during 2001. Rent
for this space has been imputed at a monthly rate of approximately $2,500 per
month and, accordingly, $30,000 has been included in additional paid-in capital
for the years ended December 31, 2001. The Company's president and majority
stockholder does not receive a salary for his services. As such, the Company has
accrued an annual salary of $165,000 for the years ended December 31, 2001 and
2000 and, accordingly, has recorded this amount as additional paid-in capital.


<PAGE>
Item 12. CERTAIN TRANSACTIONS

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits
3.1*     Articles of Incorporation of the Registrant
3.2*     By-laws of Registrant
4.1*     Specimen Common Stock Certificate
10.1*    1996 Incentive and Non-qualified Stock Option Plan
10.2*    Form of Incentive Stock Option Agreement under 1996 Incentive and
         Non-qualified Stock Option Plan
10.3*    Form of Non-qualified Stock Option
         Agreement under 1996 Incentive and Non-qualified Stock Option Plan
10.4*    1998 Incentive and Non-qualified Stock Option Plan
10.5*    Form of Incentive Stock Option Agreement under 1998 Incentive and
         Non-qualified Stock Option Plan
10.6*    Form of Non-qualified Stock Option Agreement under 1998 Incentive and
         Non-qualified Stock Option Plan
10.7*    Form of Non-qualified Stock Option Agreement for Outside Directors
         under 1998 Incentive and Non-qualified Stock Option Plan
10.8*    Form of Consulting Agreement between the Company and Sobel Consulting
         Services, LLC, dated February 2, 2000
10.9*    Form of amendment to Consulting Agreement between the Company and Gary
         A. Rogers, dated October 6, 2000.
10.10*   Form of Consulting Agreement between the Company and Alsayara Trading
         Company, dated October 13, 2000.
10.11*   Form of Employment Agreement between the Company and Steven Angel,
         dated January 14, 2001.
10.12*   Agreement and Plan of Merger, dated as of August 2, 2001, by and
         among the Company, Zenascent Newco, Inc., Cedric Kushner Boxing, Inc.,
         Cedric Kushner and James DiLorenzo.
10.13*   Amended and Restated  Agreement  and Plan of Merger,  dated as of
         September 17, 2001, by and among the Company, Zenascent  Newco,  Inc.,
         Cedric Kushner  Boxing,  Inc.,  Cedric  Kushner  Promotions,  Ltd.,
         Cedric Kushner and James DiLorenzo.
10.14*   Amended and Restated  Agreement  and Plan of Merger,  dated as of
         February 21, 2002,  by and among the Company, Zenascent  Newco,  Inc.,
         Cedric Kushner  Boxing,  Inc.,  Cedric  Kushner  Promotions,  Ltd.,
         Cedric Kushner and James DiLorenzo.
10.15    Employment Agreement, dated as of February 1, 2001, by and between the
         Company and Adam Goldberg.
10.16    Consulting Agreement, effective August 1, 2001,
         between the Company and Investor Relations Services, Inc.
10.17    Payment Agreement, effective August 1, 2001, between the Company and
         Summit Trading Limited.
10.18    Form of Note and Warrant Purchase Agreement, executed between December
         2001 and April 2002, between the Company and various purchasers in a
         private placement.
10.19    Form of Promissory Note, executed between December 2001 and April 2002,
         between the Company and various purchasers in a private placement.
10.20    Form of Warrant to Purchase Common Stock, executed between December
         2001 and April 2002, between the Company and various purchasers in a
         private placement.
10.21    Amendment to Employment Agreement, dated April 24, 2002, between the
         Company and Steven Angel.
10.22    Amendment to Employment Agreement, dated April 24, 2002, between the
         Company and Adam Goldberg.
10.23    Termination  Agreement  regarding  the  Consulting  Agreement
         and Payment  Agreement,  dated  January 30, 2002, between the Company,
         Investor Relations Services, Inc., and Summit Trading Limited.
10.24    Consultant Compensation Agreement, dated August 2001, between the
         Company, Buffalo Consultants, LLC, Sheldan Consulting LLC, and CMR
         Capital Group, LLC.
10.25    Form of Note and Warrant Purchase Agreement, executed between March
         2002 and April 2002, between the Company and various purchasers in a
         private placement.
10.26    Form of Convertible Promissory Note, executed between March 2002 and
         April 2002, between the Company and various purchasers in a private
         placement.
10.27    Form of Warrant to Purchase Common Stock, executed between March 2002
         and April 2002, between the Company and various purchasers in a private
         placement.
<PAGE>
ITEM 14. CONTROLS AND PROCEDURES

In order to ensure that the information the Company must disclose in its filings
with the Securities and Exchange Commission is recorded, processed, summarized
and reported on a timely basis, the Company has formalized its disclosure
controls and procedures. The Company's principal executive officer and principal
financial officer have reviewed and evaluated the Company's disclosure controls
and procedures as defined in Rules 13a-14(c) and 15d-14(c) under the Securities
Exchange Act of 1934, as amended as of a date within 90 days prior to the filing
date of this report (the "Evaluation Date"). Based on such evaluation, such
officers have concluded that, as of the Evaluation Date, the Company's
disclosure controls and procedures are effective in bringing to their attention
on a timely basis material information relating to the Company required to be
included in the Company's periodic filings under the Securities Exchange Act of
1934.

Since the Evaluation Date, there have not been any significant changes in the
internal controls of the Company, or in other factors that could significantly
affect these controls subsequent to the Evaluation Date.

* Previously filed.

(b) Reports on Form 8-K.

None.









<PAGE>
                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                        CEDRIC KUSHNER PROMOTIONS, INC.



Date: May 21, 2003              /s/ Cedric Kushner
                                    -------------------------------------
                                    Cedric Kushner
                                    Chairman of the Board and
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)


Date: May 21, 2003              /s/ James DiLorenzo
                                    --------------------------------------------
                                    James DiLorenzo
                                    Executive Vice President and Treasurer
                                    (Principal Financial and Accounting Officer)