UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB

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


                   For the fiscal year ended January 31, 2001

                        Commission File Number 333-89941

                                 ZENASCENT, INC.
             ------------------------------------------------------

             (Exact name of registrant as specified in its charter)




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


                         10 West 33rd Street, Suite 705
                               New York, NY 10001
               (Address of principal executive offices) (Zip Code)

                                 (212) 594-8146
              (Registrant's telephone number, including area code)

                    Securities registered pursuant to Section
                               12(g) of the Act:

                     Common Stock, par value $0.01 per share
                                (Title of Class)

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
         Yes [X] No [  ]

         Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-B is not contained herein, and will not 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 had no net revenues from its operations for the year ended
January 31, 2001.
<PAGE>
         As of April 30, 2001 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 $0.495 on April 30, 2001) was
approximately $2,867,600.

         As of April 30, 2001, there were 6,571,674 shares of the registrant's
common stock outstanding.


                                     PART I.

Item 1.  DESCRIPTION OF BUSINESS


Current Events

         On February 16, 2001, Zenascent, Inc. ("Zenascent" or the "Company")
announced that it intends to redefine its business model, currently Internet
technology and e-commerce incubation, to focus on the promotion of sports and
entertainment events. On February 15, 2001 Zenascent entered into a letter of
intent to acquire Cedric Kushner Promotions, Inc. ("CKP"), a leading
international boxing promotion company. Under the tentative agreement, Zenascent
plans to acquire CKP as a wholly-owned subsidiary in exchange for approximately
65% ownership of Zenascent and an undisclosed monetary sum. No assurance may be
given that this acquisition will be completed on these terms, if at all.

         CKP is recognized as a leading boxing promoter in the United States and
internationally. Since its inception in 1974, CKP has represented numerous world
champion boxers and promoted over 300 world championship bouts. CKP currently
represents newly-crowned WBC and IBF heavyweight boxing champion, Hasim Rahman,
as well as world championship and top contender boxers including "Sugar" Shane
Mosley (WBC Welterweight Champion), Corey Sanders, Mark Johnson, Adolpho
Washington, Cassius Baloyi, Vuyani Bungu, Mbulelo Botile, Reggie Johnson and
Jacob Matala.

         In addition to representing and promoting world class boxers, CKP
produces and syndicates championship boxing events for distribution worldwide.
The CKP supplies leading television networks, including HBO, ESPN, and
EuroSport, with televised events from venues across the globe.

         Zenascent's anticipated acquisition of CKP will mark its first step in
developing a full service sports and entertainment promotion agency.


History of the Company

         The Company was founded as Hippo, Inc., a golf equipment and apparel
manufacturer, in February 1996. From July 1997 to May 1998, the Company
manufactured, marketed and distributed the HiPPO TM brand of golf equipment in
the United States and Canada, pursuant to a licensing agreement with Hippo
Holdings, Ltd. In January 1998, the Company changed its name to Outlook Sports
Technology, Inc. to reflect greater focus on sports product research and
development operations. In May 1998, the Company sold its license to sell HiPPO
TM products in the United States back to Hippo Holdings, Ltd. along with its
existing HiPPO TM inventory, marketing materials and related liabilities. That
same month, the Company discontinued its distribution of value-priced golf and
focused its efforts on the sale of its proprietary Tegra brand premium grade
golf products.
<PAGE>
         In the first three months of the year 2000, the Company changed its
management team and its business mission. On January 11, 2000, Paul H. Berger
resigned from his positions as Chairman of the Company's Board of Directors and
Treasurer and Jim Dodrill resigned from his positions as President, General
Counsel, and Director of the Company. After a brief restructuring period, May
Davis Group, an investment banking firm whose clients hold a majority interest
in the Company, approached several of their business associates to redirect and
manage the Company. In February 2000, the Company appointed Adam Goldberg as its
President and Chairman of the Board of Directors, and Steven Angel as its
Secretary and Executive Vice President.

         In fiscal year 2001, the Company strove to strengthen its financial
position while redefining its business mission. As of January 31, 2000, the
Company owed approximately $4,523,000 to various creditors. From May 2000 to
December 31, 2000, the Company completed several private placements of its
equity to accredited investors for total proceeds of approximately $1,290,000.
The proceeds from these private placements were used to satisfy debt
obligations, in addition to supplementing the Company's working capital. As of
January 31, 2001, the Company has reduced its outstanding debt obligations to
$2,832,000. While the Company continues to attempt to satisfy all of its
outstanding debt obligations, it may be forced to seek legal protection from its
creditors under United States Bankruptcy Code in the event that these efforts
are unsuccessful.

         Also in fiscal year 2001, the Company launched its redefined business
mission as an Internet technology and e-commerce incubator. The Company's
business model was to provide full service venture capital incubation to
promising early stage Internet companies in return for equity interests in these
clients' businesses. In connection with the change in business focus, the
Company formed a wholly owned Delaware subsidiary, Fusion Fund, Inc., which it
merged with and into the Company on March 27, 2000, for the sole purpose of
changing its name to Fusion Fund, Inc. In connection with the merger, the stock
began trading under the symbol "FUFU" in place of its previous symbol "TGRA" on
Friday, March 31, 2000.

         On December 13, 2000, the Company's Board of Directors, by written
consent, agreed to change the name of the company from Fusion Fund, Inc., to
Zenascent, Inc. The Company agreed to this name change as part of a legal
settlement with Fusion Ventures, LLC, a North Carolina limited liability
company, which had filed suit alleging trademark infringement against the
Company in August 2000. Shortly after the Board of Directors approval, the
Company formed a wholly owned Delaware subsidiary, Zenascent, Inc., which it
merged with and into the Company for the sole purpose of changing its name to
Zenascent, Inc. In connection with the merger, the stock began trading under the
symbol "ZENA" in place of its previous symbol "FUFU" on or about February 2,
2001.


Current Operations

         In May 2000, the Company purchased an interest in its first and only
Internet incubation client, InfoActiv, Inc., a Pennsylvania corporation. In that
transaction the Company purchased a $250,000 principal amount promissory note,
which was converted into 1,562,500 shares of common stock of InfoActiv, Inc, in
June 2000. InfoActiv, Inc. provides advanced, customer-oriented voice messaging
solutions and consulting services to clients worldwide. InfoActiv's products
include NetProTM Internet Provisioning System, a web based voice mailbox
provisioning system, ProActivTM Design Reporter, a messaging system analysis and
reporting system, and InfoActiv's flagship product, the patent-pending
MessageFinder TM Unified Communications Service, which allows communications
providers and enterprises to access any message, anywhere, anytime, from any
device. The Company continues to maintain its equity interest in InfoActiv, Inc.
<PAGE>
         The Company has chosen to curtail further activity as an Internet
Incubator and is currently seeking opportunities in other areas of business. The
Company is negotiating the consummation of its intended acquisition with Cedric
Kushner Promotions, as described above.


Marketing

         The Company has ceased its traditional and Internet marketing and
promotion activities in the Internet incubation market.


Intellectual Property

         Where appropriate, the Company seeks intellectual property protection
for its proprietary products and services and those of its clients.

         On May 3, 1999, the Company's incubator client, InfoActiv, Inc. filed a
provisional U.S. patent application covering its MessageFinder(TM) Gateway
Service. On May 3, 2000, InfoActiv, Inc. filed a U.S. Utility Application and a
PCT International patent application. Each of these filings is currently being
processed.

         The Company intends to seek further intellectual property protection on
its proprietary technology, and its clients' technology, if appropriate.
Nonetheless, there can be no assurance that intellectual property protection
will issue from any of the Company's pending or any future applications or that
any claim allowed from such applications will be of sufficient scope of
strength, or be issued in all countries where the Company's products can be
sold, to provide meaningful protection or any commercial advantage to the
Company.


Employees and Employee Agreements

     At April 30, 2001, the Company had eleven employees and consultants,
including one full-time and one part-time executive, managerial, and supervisory
employee, two business consultants, and a seven member advisory panel. On July
1, 1999, the Company entered into a five year consulting agreement with Gary A.
Rogers for general business and merger and acquisition consulting. On February
1, 2000, this agreement was replaced by a second one year consulting agreement
for more extensive performance than the parties had previously contemplated.
Pursuant to the second consulting agreement, Mr. Rogers was paid compensation of
162,500 shares of the Company's common stock, which shares were registered using
Form S-8 on March 29, 2000. On October 6, 2000 the Company entered a second
agreement with Mr. Rogers. Pursuant to the Agreement, the Company agreed to
issue Mr. Rogers an additional 400,000 shares of its common stock.

     On February 2, 2000, the Company entered into a retainer based consulting
agreement with Sobel Consulting Services, LLC ("Sobel") for Internet and
e-commerce specialized consulting services to be provided by four consultants.
Pursuant to that agreement, the Company paid Sobel approximately $71,120 and
issued Sobel 50,000 warrants to purchase shares of the Company's common stock at
an exercise price of $5.00 per share. As of the date of this report the services
to be rendered by Sobel Consulting have been completed and the agreement has
terminated.

     On October 13, 2000, the Company entered into a one year consulting
agreement with Alsaraya Trading Company ("Alsayara") for financial consulting
services. Pursuant to the agreement, the Company has agreed to issue Alsaraya
1,000,000 shares of common stockin four installment payments based upon
performance measures to be met by Alsayara.
<PAGE>
         None of the Company's employees is covered by a collective bargaining
agreement or is a member of a union. The Company believes that its relationship
with its employees is satisfactory.



Item 2.  PROPERTIES AND FACILITIES

         In March 2001, the Company moved its corporate headquarters from the
79th Floor of the World Trade Center, New York, New York, to 10 West 33rd
Street, Suite 705, New York, New York 10001. This office accommodates the
Company's full time corporate and administrative personnel. The Company does not
pay rent on these offices and has no lease agreement for the premises.


Item 3.  LEGAL PROCEEDINGS

         On or about January 18, 2001, Mutual Bond International, Ltd. ("Mutual
Bond") commenced a legal action against the Company in the Supreme Court of New
York, County of New York. The complaint alleged that the Company defaulted on
payment of approximately $40,000, plus applicable accrued interest, due pursuant
to a promissory note issued by the Company to Mutual Bond on or about June 14,
1999. The Company and Mutual Bond have entered into a negotiated settlement
agreement, whereby the Company is making certain equity issuances and monetary
payments to Mutual Bond. Pursuant to the settlement, the Company has entered an
Affidavit and Confession of Judgment with the Court and Mutual Bond has
delivered to the Company a general release and settlement of all claims
regarding the Company. Each of the aforementioned documents is contingent upon
the Company's full performance of the terms set forth in the settlement
agreement. In the event that the Company should default on these obligations,
the general release and settlement shall be rendered null and void and Mutual
Bond's cause of action shall be revived. The Company intends to perform all of
its obligations pursuant to the settlement agreement.

         On or about February 1, 2001, The New York Times Magazine Group, Inc.
("NYTMG") commenced a legal action against the Company in the Supreme Court of
the State of New York, County of New York. The complaint alleges the Company's
failure to pay NYTMG for advertising services rendered to the Company in 1997
and seeks damages in an amount of approximately $187,700 plus applicable accrued
interest. The Company is currently negotiating settlement terms with NYTMG and
believes that the matter will be settled out of court. Notwithstanding these
negotiations, no assurance can be given that a settlement acceptable by both
parties will be reached.

         On August 22, 2000, Fusion Ventures, LLC, a North Carolina limited
liability company ("Fusion Ventures"), filed a complaint against the Company, in
United States Federal Court in the Southern District of New York, alleging
trademark infringement under federal and state laws and unfair competition under
state law. Fusion Ventures' complaint sought a declaratory judgment for these
alleged violations, a permanent injunction of, among other things, the Company's
use of the name Fusion Fund, Inc., and unspecified monetary damages. On or about
December 11, 2000, the Company entered into a settlement agreement with Fusion
Ventures, which requires that the Company change its name and cease using the
name Fusion Fund, Inc. in any of its operations. The Company has complied with
this settlement agreement and the Fusion Ventures litigation has been dismissed
without prejudice.
<PAGE>
         On November 20, 2000, Foley, Hoag & Eliot LLP threatened to take legal
action against the Company, seeking payment for services rendered in the amount
of approximately $470,000. The Company is not aware that Foley, Hoag & Eliot LLP
has taken any legal action regarding this claim. The Company is unable to
determine what impact, if any, the resolution of this matter will have on its
financial position or results of operation.

         The Company is currently involved in no other legal proceeding that
could have a material adverse effect on the results of operations or the
financial condition of the Company. From time to time, the Company may become a
party to litigation incidental to its business. There can be no assurance that
any future legal proceedings will not have a material adverse affect on the
Company.

         Notwithstanding the foregoing, as of January 31, 2001, the Company owed
approximately $2,832,000 to various creditors. Except as disclosed above, none
of the aforementioned obligations have resulted in legal proceeding that could
have a material adverse effect on the results of operations or the financial
condition of the Company. Although the Company is actively pursuing adequate
resolution and satisfaction of these obligations, the failure to reach an
adequate resolution with these creditors may result in litigation that could
have a material adverse effect on the results of operations or the financial
condition of the Company and/or may force the Company to seek legal protection
from its creditors under United States Bankruptcy Code.



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

         None.


                                    PART II.

Item 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND
         RELATED STOCKHOLDER MATTERS

Market For Securities

         The Company's Class A Common Stock, par value $0.01 has been quoted on
the Over the Counter Bulletin Board since March 16, 1999 and currently trades
under the symbol "ZENA." The Company's Class B Common Stock, par value $0.01 per
share ("Class B Common Stock") has no public trading market. The following table
sets forth the high and low sale price of the Common Stock on a quarterly basis,
as reported by Nasdaq:

<TABLE>
<CAPTION>


Quarter ended:                                    High Price *      Low Price *

<S>        <C> <C>                    <C> <C>          <C>               <C>
     April 30, 1999 (commencing March 19, 1999)        7.250             5.750
     July 31, 1999                                    10.625             6.000
     October 31, 1999                                 11.906            10.312
     January 31, 2000                                 14.562             9.000
     April 30, 2000                                   10.750             9.030
     July 31, 2000                                    11.000             3.000
     October 31, 2000                                  4.000             1.500
     January 31, 2001                                  1.750             0.375
     April 30, 2001                                    0.562              0.25
</TABLE>

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

         As of April 30, 2001 there were approximately 100 holders of record of
Class A Common Stock and no holders of record of Class B Common Stock. The
Company has not paid dividends on its shares of Common Stock outstanding in the
past. There are no restrictions that limit the ability of the Company to pay
dividends or are likely to do so 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.

         The following issuance were made as part of or in lieu of payment for
services rendered to the Company in fiscal year 2001:
<TABLE>
<CAPTION>

                                   Issuance           Number
Name                                Date             of Shares         Service Type

<S>                                 <C>              <C>              <C>
Gary Rogers                         2-1-00           162,500          Business Consulting
Sichenzia, Ross & Friedman LLP      2-29-00           15,000          Legal Services
May Davis Group                     3-31-00           50,000          Broker Dealer Services
Susan Keating                       3-31-00            1,000          Business Consulting
Geneva Group                        7-6-00            17,500          Financial Consulting
LaRocco                             7-6-00            17,500          Financial Consulting
G.A.R., Inc.                       11-6-00           400,000          Business Consulting
</TABLE>



         The following issuances were made in satisfaction of previously accrued
debt in fiscal year 2001:


                           Issuance          Number
Name                         Date           of Shares         Debt Type
Frank Maddocks             7-13-00          10,000            Bridge Lenders
Jay Kobrin                 12-29-00         16,667            Bridge Lenders
<PAGE>
         The following issuance were made in conjunction with cashless exercise
of options to purchase the Company's stock in fiscal year 2001:

                 Issuance            Number
Name              Date              of Shares
--------------------------------------------------------------
Daniel Oliker     2-25-01            5,997
G.A.R. Inc.       3-7-01           228,064
Ronald Sawchuck   3-21-01            5,990
Jay Kobrin        3-21-01           12,500

     In addition, the Company completed the following issuances of Common Stock
pursuant to private placements of securities:

         On May 1, 2000, the Company completed a private placement of 192,513
Class A Common Stock to eighteen individuals, at a price of $6.67 per share. The
Company's gross proceeds from the offering were approximately $1,284,062. Net
proceeds to the Company from this offering were approximately $1,106,160. May
Davis Group, Inc. acted as placement agent for the offering and received
approximately $128,401in commissions for its services.

         In addition, since January 31, 2001 the Company completed a private
placement of 500,000 shares of Common Stock and common stock purchase warrants
to purchase the Class A Common Stock of the Company at a price equal to $0.3125
per share, to a non-affiliate individual, for proceeds to the Company of
$50,000.

Debt Securities and Warrants

     On January 31, 2000, the Company issued Sobel Consulting Services, LLC
50,000 warrants to purchase the Company's common stock at a purchase price of $5
per share for services rendered pursuant to their consulting agreement dated
February 2, 2000. Since January 31, 2001, the Company has completed a private
placement of 2.15 Units of the Company, each Unit comprised of (i) a $100,000
principal amount 8.5% promissory note, and (ii) 50,000 warrants to purchase the
Company Class A Common Stock at a purchase price of $0.40. Each Unit was sold at
a purchase price of $100,000. Gross proceeds from this offering were
approximately $215,000. Net proceeds to the Company from this offering were
approximately $142,000.

     As disclosed in the preceding section of this Item 5, since January 31,
2001 the Company completed a private placement of 500,000 shares of Common Stock
and common stock purchase warrants to purchase the Class A Common Stock of the
Company at a price equal to $0.3125 per share, to a non-affiliate individual,
for proceeds to the Company of $50,000.


Item 6.  Management's Discussion and Analysis or Plan of Operation

The following discussion should be read in conjunction with our financial
statements and notes related thereto. This discussion contains forward-looking
statements that involve risks and uncertainties. Our actual results may differ
materially from those anticipated in these forward-looking statements as a
result of certain factors discussed in this annual report.
<PAGE>
Overview

         During the past year the Company underwent significant management
changes and redirected its business mission. On January 11, 2000, Paul H. Berger
resigned from his positions as Chairman of the Company's Board of Directors and
Treasurer and Jim Dodrill resigned from his positions as President, General
Counsel, and Director of the Company. After a brief restructuring period, Mae
Davis Group, an investment banking firm whose clients hold a majority interest
in the Company, approached several of their business associates to redirect and
manage the Company. In February 2000, the Company appointed Adam Goldberg as
it's President and Chairman of the Board of Directors, and Steven Angel as its
Secretary and Executive Vice President.

         In March 2000, the Company set forth to strengthen its financial
position and redefine its business mission. On May 1, 2000, the Company
completed a private placement of approximately $1,284,000 of its common stock to
accredited investors. The proceeds from this private placement are currently
being used to satisfy certain debt, in addition to supplementing the Company's
working capital. While the Company is making every effort to satisfy these
obligations, it may be forced to seek legal protection from its creditors under
United States Bankruptcy Code in the event that these efforts are unsuccessful.

         In March 2000, the Company launched its redefined business mission as
an Internet technology and e-commerce incubator. Accordingly, the accompanying
financial statements reflect the results of discontinued operations of the
abandoned golf business for the year ended January 31, 2000. The Company's new
business model provides early stage client companies with extensive management,
marketing, finance and business development resources in exchange for equity
positions in their businesses. In light of this shift in focus, the Company
formed a wholly owned Delaware subsidiary, Fusion Fund, Inc., which it merged
with and into the Company on March 27, 2000, for the sole purpose of changing
its name to Fusion Fund, Inc.

         In February 2001 the Company announced that it would redefine its
business model, currently Internet technology and e-commerce incubation, to
focus on the promotion of sports and entertainment events. The Company has begun
this transition by entering into a letter of intent to acquire Cedrick Kushner
Promotions, Inc. a leading international boxing promotion company. Under the
tentative agreement, the Company will acquire Cedric Kushner Promotions, Inc. as
a wholly-owned subsidiary in exchange for approximalty 65% ownership of the
Company and an undisclosed monetary sum.


Liquidity and Capital Resources

         Our primary source of liquidity has historically consisted of sales of
equity securities and high yield debt. In March 1999, we completed an initial
public offering of our Class A common stock. Through this offering, we sold a
total of 438,500 shares of our Class A common stock. Net proceeds of this
offering, were approximately $1,768,000, inclusive of certain unpaid offering
expenses. Additionally, during the year ended January 31, 2000 we borrowed
approximately $603,000 from two former officers and directors.

         From March 2000 through October 31, 2000 we raised approximately
$1,290,000 gross proceeds through the sale of 194,735 shares of common stock to
private investors. We netted approximately $1,112,000 from the sale of these
securities. We believe that we will need to raise additional funds from either
debt or equity financings in order to achieve our redefined business mission.

         Notwithstanding the funds we raised in the private placement and other
borrowings, we are currently experiencing a severe working capital deficiency
and are incurring significant losses. As of January 31, 2001 our working capital
deficiency was approximately $2,531,000 and for the year ended January 31, 2001
we incurred a net loss of approximately $5,999,000. At this time, we are not
generating any revenues but we are incurring substantial costs and expenses in
connection with the launching of our Internet technology and e-commerce
incubator business.

         The Company recorded cancellation of indebtedness to two stockholders
and former officers in the amount of $1,083,993 as of January 31, 2001.
Accordingly, the $1,083,993 of cancelled indebtedness was credited to additional
paid-in capital.

         In connection with the debt cancellation, the Company is contingently
liable to one of the individuals in the amount of approximately $712,500
pursuant to a Compensation and Release Agreement.

         Pursuant this agreement, the Company received a conditional release of
past wages and loans payable and any interest accrued thereon, amounting to
approximately $712,500 in the aggregate. The agreement calls for certain
obligations of the Company that were personally guaranteed by the individual to
be extinguished and that the Company retain full and complete releases of the
individual from those obligations by March 1, 2001. The Company also agreed that
(a) in the event the Company consummates any financing transaction (or series of
financing transactions) with a total gross proceeds of at least $1.5 million
that upon closing of such transaction(s) the Company will immediately pay the
individual the amount of $50,000 or (b) it will pay the individual $20,000 by
July 1, 2001 and $30,000 by December 1, 2001 whichever comes first.

         Should the Company not make the payments described above by the
prescribed time or be unsuccessful in obtaining the releases described above by
March 1, 2001, the conditional releases granted to the Company by the individual
will immediately terminate and the Company will make immediate and full
restitution of all back salaries owed to the individual, plus any legal fees and
court costs incurred (see Note 9).

         Upon timely satisfaction of the release agreement by the Company, the
conditional release granted by the individual shall become permanent and
irrevocable.
<PAGE>
Results of Operations

Year Ended January 31, 2001 Compared To Year Ended January 31, 2000

         The Company incurred a net loss of approximately $5,999,000 during the
year ended January 31, 2001 compared to a net loss of approximately $5,241,000
for the year ended January 31, 2000.

         The Company formerly abandoned its golf business in January 2000 and
during March 2000 launched its redefined business mission as an Internet
technology and e-commerce incubator.

         Selling, general and administrative expenses were approximately
$5,952,000 from non-golf related activities during the year ended January 31,
2001 compared to $1,381,000 during the year ended January 31, 2000. The Company
incurred no loss from discontinued operations of its abandoned golf business
during the year ended January 31, 2001 compared to a loss of approximately
$3,790,000 during the year ended January 31, 2000.

         Interest expense was approximately $33,000 during the year ended
January 31, 2001 compared with interest expense of approximately $70,000 during
the year ended January 31, 2000.

Year Ended January 31, 2000 Compared To Year Ended January 31, 1999

         The Company incurred a net loss of approximately $5,241,000 during the
year ended January 31, 2000 compared to a net loss of approximately $6,399,000
for the year ended January 31, 1999.

         The Company formerly abandoned its golf business in January 2000 and
during March 2000 launched its redefined business mission as an Internet
technology and e-commerce incubator. Accordingly the following discussion
reports the results of discontinued operations of the abandoned golf business.

         Selling, general and administrative expenses were approximately
$1,381,000 from non-golf related activities during the year ended January 31,
2000 compared to none during the year ended January 31, 1999. The Company
incurred a loss from discontinued operations of its abandoned golf business in
the amount of approximately $3,790,000 during the year ended January 31, 2000
compared to a loss of approximately $5,854,000 during the year ended January 31,
1999.

         Interest expense was approximately $70,000 during the year ended
January 31, 2000 compared with interest expense of approximately $545,000 during
the year ended January 31, 1999. This reduction of approximately $475,000 was
primarily the result of the conversion of approximately $6,120,000 of debt into
equity at the end of the year ended January 31, 1999.



Item 7.  FINANCIAL STATEMENTS

         The Financial Statements are included with this report commencing on
page F-1.
<PAGE>
Item 8.  CHANGES IN ACCOUNTANTS AND DISAGREEMENTS WITH
         ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

(a)      Previous independent accountants

(i) On April 5, 1999 PricewaterhouseCoopers LLP resigned as the Company's
independent accountants.

(ii) The reports of PricewaterhouseCoopers LLP on the Company's financial
statements for the past two fiscal years contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to audit scope or
accounting principle; however, the report of PricewaterhouseCoopers LLP dated
June 9, 1998 on the financial statements of the Company as of and for the
periods ended January 31, 1998, contained a paragraph of emphasis indicating the
existence of certain factors which raised substantial doubt about the Company's
ability to continue as a going concern.

(iii) The Company's Board of Directors have been notified of the resignation of
the PricewaterhouseCoopers LLP as the independent accountants of the Company..

(iv) In connection with its audits for the two most recent fiscal years and for
the period from February 1, 1998 through April 5, 1999, there have been no
disagreements with PricewaterhouseCoopers LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to the satisfaction of
PricewaterhouseCoopers LLP, would have caused them to make reference thereto in
their report on the financial statements for such years.

(v) The Registrant has requested that PricewaterhouseCoopers LLP furnish it with
a letter addressed to the SEC stating whether or not it agrees with the above
statements. A copy of such letter, dated April 9, 1999, has been filed as
Exhibit 16 to the Company's Form 8-K filed on April 9, 1999.

(b)      New independent accountants:

     Effective April 9, 1999, Registrant engaged Wolinetz, Gottlieb & Lafazan,
P.C. as its principal accountant. Such engagement was approved by the
Registrant's Board of Directors. Since the Registrant's engagement of Wolinetz,
Gottlieb & Lafazan, P.C., the Registrant has not consulted Wolinetz, Gottlieb &
Lafazan, P.C., regarding the application of accounting principals to a specified
transaction, the type of audit opinion that might be rendered on Registrant's
financial statements or any matter that was the subject of disagreement or a
reportable event.

                                    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 the
Directors and Executive Officers of the Company:
<PAGE>
<TABLE>
<CAPTION>

Name                                            Age                 Position

<S>                                             <C>           <C>
Adam Goldberg ............................      35            Chairman of the Board, President, Treasurer
Steven Angel .............................      23            Director, Secretary, Executive Vice President
</TABLE>


     Adam Goldberg, is the Registrant's President, Director and Chairman. Since
1993, Mr. Goldberg has been engaged in private legal practice, specializing in
real estate, real estate litigation and securities law. Mr. Goldberg intends to
continue his practice in addition to serving in his capacities with the
Registrant. Mr. Goldberg holds a J.D. from Brooklyn Law School as well as a B.A.
from the State University of New York at Buffalo.

     Steven Angel, is the Registrant's Secretary and Director. Since 1998, 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.


Committees of the Board of Directors

     The Board of Directors currently consists of Adam Goldberg and Steven Angel
and does not currently have a Compensation Committee or an Audit Committee. The
Company is currently seeking qualified candidates in order to expand the size of
the Board of Directors. Subsequent to such increase, the Board of Directors
intends to establish and form a Compensation Committee and Audit Committee.


Compensation of Directors

     The Company's directors will be reimbursed for any out-of-pocket expenses
incurred by them for attendance at meetings of the Board of Directors or
committees thereof. The Board of Directors also intends to compensate Directors
who are not employees of the Company $1,000 per month and to grant each Director
who is not an employee of the Company options to purchase 12,000 shares of
Common Stock each year, with a per share exercise price equal to the then fair
market value of the Common Stock.


Section 16(a) Beneficial Ownership Reporting Compliance

     Based solely upon a review of Forms 3, 4 and 5, and amendments thereto,
furnished to the Company during fiscal year 2000, 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 2000, failed to file on a timely
basis reports required by Section 16(a) of the Securities Exchange Act of 1934.


Item 10. EXECUTIVE COMPENSATION

         The following table sets forth certain information regarding
compensation paid by the Company during each of the last three fiscal years to
the Company's Chief Executive Officer for each of those years and any officer of
the Company who earned in excess of $100,000 in any of the last three fiscal
years.
<PAGE>
Summary Compensation Table
<TABLE>
<CAPTION>

                                                                      ANNUAL COMPENSATION          LONG-TERM COMPENSATION
                                                                             AWARDS                       PAYOUTS
                                                                                Restricted Securities   LTIP      All Other
                                                                     Other        Stock    Underlying  Payouts   Compensation
                                                                    Annual       Award(s)   Options/     ($)         ($)
                                                                    Compen-        (2)
NAME AND PRINCIPAL POSITION            YEAR     SALARY    BONUS     sation (1)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>     <C>       <C>          <C>        <C>           <C>       <C>         <C>
Adam Goldberg....................      2001    $   ---   15,000       ---         74,420       ---       ---         ---
  Chairman of the Board and Chief      2000    $   ---      ---       ---          ---         ---       ---         ---
  Executive Officer                    1999    $   ---      ---       ---          ---         ---       ---         ---

Steven Angel ....................      2001    $ 45,500     ---       ---        162,185       ---       ---         ---
  Secretary and                        2000    $   ---      ---       ---          ---         ---       ---         ---
  Executive Vice President             1999    $   ---      ---       ---          ---         ---       ---         ---

Paul H. Berger...................      2001    $   ---      ---       ---          ---         ---       ---         ---
  Chairman of the Board and Chief      2000    $ 30,000     ---       ---          ---         ---       ---         ---
  Executive Officer                    1999    $ 31,249     ---       ---          (3)         ---       ---         ---

Gary M. Treater..................      2001    $   ---      ---       ---          ---         ---       ---         ---
  Executive Vice President             2000      12,826     ---       ---        $12,826 (4)   ---       ---         ---
                                       1999     115,434     ---       ---          ---         ---       (5)         ---

Neal J. Cohen....................      2001        ---      ---       ---          ---         ---       ---         ---
  Vice President Apparel Operations    2000    $109,100     ---       ---        $40,963 (6)   ---       ---         ---
                                       1999     101,700     ---       ---          ---         ---       (7)         ---
</TABLE>


(1)  Other Annual Compensation consists of life insurance premiums paid by the
     Company on behalf of the Named Executive Officer. See "--Benefit Plans--
     MONY Plan."

(2)  See "Option Grants in Last Fiscal Year," below.

(3)  Mr. Berger deferred an additional $93,751.

(4)  Representing value of 2,212 shares of restricted stock, at date of grant,
     paid in May 1999, as deffered payment for services previously rendered.

(5)  Mr. Treater deferred an additional $25,652.

(6)  Representing value of 5,650 shares of restricted stock, at date of grant,
     paid in May 1999, as deffered payment for services previously rendered.

(7)  Mr. Cohen deferred an additional $33,900.



Stock Option Grants and Exercises

         The Company made no option grants to any named executive officers
during fiscal year ended January 31, 2001.

         As of January 31, 2001 there were no unexercised options held by the
named executive officers.



<PAGE>
Employment Agreements

     The Company has entered into a one year employment agreement with its
Executive Vice President, Mr. Steven Angel, pursuant to which Mr. Angel recieves
monthly compensation of $7,000 and 12,500 options to purchase common stock at
the bid price as at the date of grant.

Stock Option Plans

     The 1996 Incentive and Non-Qualified Stock Option Plan (the "1996 Plan")
was adopted by the Board of Directors and the shareholders. Under the 1996 Plan,
1,150,000 shares of Class A Common Stock have been reserved for issuance upon
exercise of options designated as either (i) incentive stock options ("ISOs")
under the Internal Revenue Code (the "Code"), or (ii) non-qualified options.
ISOs may be granted under the 1996 Plan to employees and officers of the
Company. Non-qualified options may be granted to consultants, directors and
other persons who render services to the Company or any subsidiary corporation
of the Company (whether or not they are employees).

     The 1998 Incentive and Non-Qualified Stock Option Plan (the "1998 Plan" and
collectively with the 1996 Plan, the "Plans") was adopted by the Board of
Directors and the shareholders of the Company in June, 1998. Under the 1998
Plan, 800,000 shares of Class A Common Stock have been reserved for issuance
upon exercise of options designated as either (i) incentive stock options
("ISOs") under the Internal Revenue Code (the "Code"), or (ii) non-qualified
options. ISOs may be granted under the 1998 Plan to employees and officers of
the Company. Non-qualified options may be granted to consultants and other
persons who render services to the Company or any subsidiary corporation of the
Company (whether or not they are employees), and to all directors of the
Company.

     The purpose of the Plans is to provide additional incentive to officers and
other employees of the Company as well as other persons providing services to
the Company by affording them an opportunity to acquire or increase their
proprietary interest in the Company through the acquisition of shares of its
Common Stock. The Board of Directors is responsible for administering the Plans.
The 1998 Plan may also be administered by a committee consisting of at least two
disinterested directors. The Board, within the limitations of the Plans, may
determine the persons to whom options will be granted, the number of shares to
be covered by each option, whether the options granted are intended to be ISOs,
the duration and rate of exercise of each option, the option purchase price per
share and the manner of exercise, the time, manner and form of payment upon
exercise of an option, and whether restrictions such as repurchase rights by the
Company are to be imposed on shares subject to options. ISOs granted under the
Plans may not be granted at a price less than the fair market value of the Class
A Common Stock on the date of grant (or 110% of fair market value in the case of
persons holding 10% or more of the voting power of all classes of stock of the
Company). The aggregate fair market value at the time of grant of shares for
which ISOs granted to any person are exercisable for the first time by any
person during any calendar year may not exceed $100,000. Options under the Plans
may not be granted more than 10 years after its effective date. Options granted
to date have seven (7) year terms. The term of each ISO granted under the Plans
will expire not more than ten years from the date of grant (or five (5) years in
the case of persons holding 10% or more of the voting power of all classes of
stock of the Company). Options granted under the Plans are not transferable
during an optionee's lifetime but are transferable at death by will or under the
laws of descent and distribution. No ISOs and non-qualified options to purchase
shares of Class A Common Stock have been granted to employees or consultants of
the Company in the fiscal year 2000.
<PAGE>
Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
         AND MANAGEMENT

Principal Stockholders

     The following table sets forth certain information, as of the date hereof,
with respect to the beneficial ownership of the Common Stock by each beneficial
owner of more than 5% of the outstanding shares thereof, by each director, each
nominee to become a director and each executive named in the Summary
Compensation Table and by all executive officers, directors and nominees to
become directors of the Company as a group.


NAME AND ADDRESS
OF BENEFICIAL OWNER,
5% STOCKHOLDER OR                          BENEFICIAL OWNERSHIP (1)
SELLING STOCKHOLDER                       NUMBER         PERCENT (2)

Adam Goldberg ......................      15,000          0.002%
Steven Angel .......................      35,000          0.005%
Paul Berger ........................     331,245           5.04%
Jim Dodrill ........................     397,296           6.05%
All directors and executive officers
of the Company as a group (3 persons)     50,000          0.007%

     (1) The securities "beneficially owned" by a person are determined in
accordance with the definition of "beneficial ownership" set forth inthe rules
and regulations promulgated under the Securities Exchange Act of 1934, as
amended, and accordingly, may include securities owned by and for, among others,
the spouse and/or minor children of an individual and any other relative who has
the same home as such individual, as well as other securities as to which the
individual has or shares voting or investment power or which such person has the
right to acquire within 60 days after the Record Date pursuant to the conversion
of convertible equity, exercise of options, or otherwise. Beneficial ownership
may be disclaimed as to certain of the securities.

     (2) Based on 6,571,674 shares of the Company's common stock issued and
outstanding as at April 30, 2001.


Item 12. CERTAIN TRANSACTIONS


Transactions Involving Affiliates of the Company

         From time to time throughout the period covered in this report, the
Company has had no independent directors on its board. During those times, none
of the ongoing transactions, or prior transactions which were closed in those
periods, between the Company and its affiliates were approved by independent
directors. In the event the Company makes or enters into any material
transactions or loans with affiliated persons during a period in which it has no
independent directors, the terms of any such transactions will be no less
favorable to the Company than those that can be obtained from unaffiliated third
parties. Additionally, any forgiveness of such loans will be approved by a
majority of the Company's independent directors, once elected, who do not have
an interest in the transactions. Such directors will have access, at the
Company's expense, to the Company's or independent counsel.

     On January 31, 2001, the Company obtained a full and final release from Mr.
Berger for all claims he may have had against the Company, conditional upon
payment of $20,000 on or before July 1, 2001, and $30,000 on or before December
1, 2001. In the event the Company should default in such payments, Mr. Berger's
release shall be rendered null and void.


Transactions involving Paul Berger

         Between July 31, 1998, and October 26, 1999, Paul Berger, Chairman of
the Board of Directors and Chief Executive Officer of the Company, made a number
of advances to the Company. On July 31, 1998, Mr. Berger advanced $17,500 to the
Company. Mr. Berger received a note from the Company for the advance with an
annual interest rate of 12.5%. In January 1999, Mr. Berger exchanged an
aggregate of $170,000 principal amount of indebtedness plus accrued interest for
an aggregate of 39,125 shares of Common Stock and 39,125 Warrants.
<PAGE>
     In April 1999, Mr. Berger advanced $250,000 to the Company in exchange for
notes payable bearing interest at the prime rate of interest. $100,000 of this
advance was due on the earlier of March 1, 2000 or within five days following
the closing of a public offering of equity securities of the Company resulting
in gross proceeds to the Company of $5,000,000. The remaining $150,000 of this
advance was due on the earlier of April 20, 2004, or within five days following
the closing of a public offering of equity securities of the Company resulting
in gross proceeds to the Company of $5,000,000. The Company is in default of the
$100,000 payments.

     In October 1999, Mr.Berger advanced $170,295 to the Company in exchange for
notes payable bearing interest at the prime rate of interest. These notes were
due on December 1, 1999. The Company is in default of this payment.

     On January 31,2001, the Company obtained a full and final release from Jim
Dodrill regarding any claims he may have had against the Company. The Company
obtained such release through waiver of a bond to be issued by the Company in
connection with lost shares belonging to Mr. Dodrill.


Transactions involving Jim Dodrill

         In November through January, Jim Dodrill advanced a total of $182,500
to the Company. The loans were to bear interest at the prime rate of interest.
The Company has not yet repaid these loans.

[SETTLEMENT WITH DODRILL]


Engagement of May Davis Group as Placement Agent

         In April 2000, the Company engaged May Davis Group, Inc. to act as
placement agent for a private placement of 192,513 Class A Common Stock, at a
price of $6.67 per share. The Company's gross proceeds from the offering were
approximately $1,284,062. May Davis Group, Inc. received a 10% placement agent's
commission, totaling $128,401, in connection its services in the offering.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits
<TABLE>
<CAPTION>

<S>        <C>                                                   <C>
           3.1*       Articles of Incorporation of the Registrant(1)
           3.2*       By-laws of Registrant(1)
           4.1*       Specimen Common Stock Certificate(3)
          10.1*       Employment Agreement with William Barthold, dated January 16, 1996
          10.2*       Employment Agreement with Daniel Snider, dated January 16, 1998
          10.3*       Business Note and Security Agreement, dated June 19, 1997 with Barnett Bank, N.A.
          10.4*       Revolving Accounts Receivable Funding Agreement between the Company and Gibraltar Financial Corporation, dated
                      November 25, 1997
          10.5*       Amendment to Revolving Accounts Receivable Funding Agreement dated November 25, 1997
<PAGE>

          10.6*        Gibraltar Financial Corporation Demand Note, dated November 25, 1997
          10.7*        Form of Promissory Note signed by the Company in favor of Paul Berger, Jim Dodrill and Stanley Berger for all
                       advances made by them to the Company
          10.8*        Security Agreement with Stanley Berger, dated October 1, 1997
          10.9*        Subordination Agreement with Stanley Berger, dated December 3, 1997
          10.10*       Option, dated January 24, 1997, received by Paul Berger as consideration for an advance made by him to the
                       Company
          10.11*       Option, dated September 5, 1996, received by Jim Dodrill as consideration for an advance made by him to the
                       Company
          10.12*       Form of Warrant for the purchase of the Common Stock of the Company received by Stanley Berger as
                       consideration for advances made by him to the Company
          10.13*       Form of Promissory Note signed by the Company in favor of all participants in a private financing between
                       February 4, 1997 and April 30, 1997
          10.14*       Form of Warrant for the purchase of the Common Stock of the Company received by all participants in a private
                       financing between February 4, 1997 and April 30, 1997
          10.15*       Form of Promissory Note signed by the Company in favor of all participants in a private financing between May
                       12, 1997 and June 30, 1997
          10.16*       Form of Warrant for the purchase of the Common Stock of the Company received by all participants in a private
                       financing between May 12, 1997 and June 30, 1997
          10.17*       Form of Promissory Note signed by the Company in favor of all participants in a private financing in July,
                       1997
          10.18*       Form of Warrant for the purchase of the Common Stock of the Company received by all participants in a private
                       financing in July, 1997
          10.19*       Form of Consent to extension of payment for all Notes executed by the Company in all private financings
          10.20*       Form of Subscription Agreement signed by all investors in the Company
          10.21*       Lease Agreement, dated March 13, 1997, between the Company and Sanctuary of Boca, Inc. (for office space in
                       Boca Raton)
          10.22*       Amendment to Lease #1, dated August 1, 1997, between the Company and Sanctuary of Boca, Inc.
          10.23*       Amendment to Lease #2, dated February 2, 1998, between the Company and Sanctuary of Boca, Inc.
          10.24*       Sublease Agreement and Rider, dated December 1, 1996, between the Company and Tom Rochon Associates (for
                       office space in New York City) and Over-Lease Agreement incorporated therein
          10.25*       Sublease Agreement and Rider, dated July 12, 1996, between the Company and Tom Rochon Associates (for office
                       space in New York City) and Over-Lease Agreement incorporated therein
          10.26*       Research, Development and Consulting Contract, dated October 8, 1996, with Chou Golf Design Labs, Inc.
          10.27*       Contract Amendment, dated may 4, 1997, to Research, Development and Consulting Contract with Chou Golf Design
                       Labs, Inc.
          10.28*       Agreement, dated September 1, 1998, with G. Day Associates, Inc.
<PAGE>
          10.29*       1996 Incentive and Non-qualified Stock Option Plan
          10.30*       Form of Incentive Stock Option Agreement under 1996 Incentive and Non-qualified Stock Option Plan
          10.31*       Form of Non-qualified Stock Option Agreement under 1996 Incentive and Non-qualified Stock Option Plan
          10.32*       1998 Incentive and Non-qualified Stock Option Plan
          10.33*       Form of Incentive Stock Option Agreement under 1998 Incentive and Non-qualified Stock Option Plan
          10.34*       Form of Non-qualified Stock Option Agreement under 1998 Incentive and Non-qualified Stock Option Plan
          10.35*       MONY Deferred Compensation Plan for managers of the Company
          10.36*       Settlement Agreement and Release, dated May 4, 1998 between the Company and Hippo Holdings Ltd
          10.37*       Consulting Agreement, dated April 29, 1998 between the Company and Argent Securities. Inc.
          10.38*       Form of Non-qualified Stock Option Agreement for Outside Directors under 1998 Incentive and Non-qualified
                       Stock Option Plan
          10.39*       Termination Agreement, dated September 1, 1998 between the Company and Daniel Snider
          10.41*       Form of Exchange Agreement
          10.42*    Form of Consulting Agreement between the Company and Gary A. Rogers, dated July 1, 1999
          10.43*     Form of Consulting Agreement between the Company and Gary A. Rogers, dated February 1, 2000
          10.44*     Form of Consulting Agreement between the Company and Consulting Agreement between the Company and Sobel
                       Consulting Services, LLC, dated February 2, 2000
          10.44*     Form of promissory note between the Company and Paul Berger, dated April 22, 1999
          10.45*     Form of promissory note between the Company and Paul Berger, dated October 26, 1999
          10.46***   Form of amendment to Consulting Agreement between the Company and Gary A. Rogers, dated October 6, 2000.
          10.46***   Form of Consulting Agreement between the Company and Alsayara Trading Company, dated Otober 13, 2000.
          10.46***   Form of Employment Agreement between the Company and Steven Angel, dated January 14, 2001.
          16.1*        Letter on Change in Certifying Accountants
</TABLE>

         ----------------
           *   Previously filed.
           **  Filed herewith.
           *** To be filed by amendment.

(b) Reports on Form 8-K.

         The following Reports on Form 8-K were filed during the last quarter of
the period covered by this report, and from that date to the date hereof:

     Date                           Item Reported

January 9, 2001            Change in Company name from Fusion Fund, Inc. to
                           Zenascent, Inc.




<PAGE>
                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) 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.

Fusion Fund, Inc.


By: /s/ STEVEN ANGEL
        Steven Angel, Secretary

Date: May 1, 2001


     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons in the capacities and on
the dates indicated.
<TABLE>
<CAPTION>

                  Name                        Position                          Date


                  <S>                   <C>                                     <C>
                  /s/ ADAM GOLDBERG     Chairman, President, Treasurer          May 1, 2001
                      Adam Goldberg

                  /s/ STEVEN ANGEL      Director, Secretary                     May 1, 2001
                      Steven Angel
</TABLE>
<PAGE>

                                 ZENASCENT, INC.

                            (F/K/A FUSION FUND, INC.)

                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

                                                                                                          Page

<S>                                                                                                          <C>
Report of Independent Accountants                                                                          F-2

Balance Sheet, January 31, 2001                                                                            F-3

Statements of Operations, Years Ended
  January 31, 2001 and 2000                                                                                F-4

Statements of Changes in Shareholders' Deficit, Years Ended
  January 31, 2001 and 2000                                                                                F-5

Statements of Cash Flows, Years Ended
  January 31, 2001 and 2000                                                                                F-7

Notes to Financial Statements                                                                              F-10

</TABLE>


                                       F-1
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS




The Board of Directors and Shareholders
Zenascent, Inc.
F/K/A Fusion Fund, Inc.

We have audited the accompanying balance sheet of Zenascent, Inc. (F/K/A Fusion
Fund, Inc.) as of January 31, 2001, and the related statements of operations,
changes in shareholders' deficit, and cash flows for each of the two years in
the period ended January 31, 2001. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Zenascent, Inc. (F/K/A Fusion
Fund, Inc.) as of January 31, 2001, and the results of its operations and its
cash flows for each of the two years in the period ended January 31, 2001 in
conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 to the
financial statements, the Company has incurred recurring losses and negative
cash flows from operations and has a working capital deficiency and
shareholders' deficit at January 31, 2001. These factors raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
in regard to these matters are described in Note 1. The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.



                                               WOLINETZ, LAFAZAN & COMPANY, P.C.



Rockville Centre, New York
April 17, 2001





                                       F-2
<PAGE>
                                 ZENASCENT, INC.
                            (F/K/A FUSION FUND, INC.)
                                  BALANCE SHEET
                                JANUARY 31, 2001

<TABLE>
<CAPTION>

                                     ASSETS

Current Assets:
<S>                                                                                      <C>
  Cash and cash equivalents ..........................................................   $     44,548
  Other current assets ...............................................................             26
                                                                                         ------------
         Total current assets ........................................................         44,574

Property and equipment (net of accumulated depreciation of $313) .....................          2,814

Other investments ....................................................................        250,000

Security deposits ....................................................................          4,058
                                                                                         ------------
                                                                                         $    301,446


                                                 LIABILITIES AND SHAREHOLDERS' DEFICIT

Current Liabilities:
  Accounts payable ...................................................................   $  1,197,934
  Accrued expenses ...................................................................      1,119,137
  Notes payable ......................................................................        465,000
  Due to stockholder .................................................................         50,000
                                                                                         ------------
         Total current liabilities ...................................................      2,832,071
                                                                                         ------------

Commitments and contingencies

Shareholders' Deficit:
  Preferred stock; $.01 par value, 5,000,000 shares authorized,
    none issued and outstanding ......................................................           --
  Common stock; Class A, $.01 par value, 15,000,000
    shares authorized; 6,641,792 shares issued .......................................         66,418
  Common stock; Class B, $.01 par value, 5,000,000 shares
    authorized; no shares issued and outstanding .....................................           --
  Treasury stock; 190,500 Class A shares at cost .....................................    (   166,848)
  Additional paid-in capital .........................................................     22,280,566
  Accumulated deficit ................................................................    (24,710,761)
                                                                                          ------------
         Total shareholders' deficit .................................................    ( 2,530,625)
                                                                                         ------------
                                                                                         $    301,446

</TABLE>
   The accompanying notes are an integral part of these financial statements.

                                       F-3
<PAGE>
                                 ZENASCENT, INC.
                            (F/K/A FUSION FUND, INC.)
                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>


                                                           Year Ended
                                                           January 31,
                                                       2001           2000
                                                  -----------   -----------

<S>                                              <C>            <C>
Revenues .....................................   $      --      $      --
                                                  -----------   -----------

Costs and expenses:
  Selling, general and administrative expenses     5,952,415      1,381,250
                                                  -----------   -----------

         Total costs and expenses ............     5,952,415      1,381,250
                                                  -----------   -----------

Loss from operations .........................    (5,952,415)    (1,381,250)
                                                  -----------   -----------

Other income (expense):
  Interest expense ...........................    (   33,269)    (   70,470)
  Interest Income ............................           183            143
  Dividend income ............................           461           --
  Loss on sales of securities ................    (   13,667)          --
                                                  -----------   -----------

         Total other income (expense) ........    (   46,292)    (   70,327)
                                                  -----------   -----------

Loss before loss from discontinued operations     (5,998,707)    (1,451,577)

Discontinued operations:
  Loss from operations of abandoned business .          --       (3,789,743)
                                                  -----------   -----------

Net loss .....................................   $(5,998,707)   $(5,241,320)
                                                  ===========   ===========

Weighted average common shares outstanding ...     5,963,281      4,283,677
                                                  ===========   ===========

Net loss per common share - basic:
  Operations .................................   $     (1.01)  $      (.34)
  Discontinued operations ....................     (    --  )         (.88)
                                                  -----------   -----------
  Net loss ...................................   $     (1.01)  $     (1.22)
                                                  ===========   ===========
</TABLE>




   The accompanying notes are an integral part of these financial statements.

                                       F-4
<PAGE>
                                 ZENASCENT, INC.
                            (F/K/A FUSION FUND, INC.)
                  STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT
                YEARS ENDED JANUARY 31, 2000 AND JANUARY 31, 2001
<TABLE>
<CAPTION>

                                                                                       Additional                      Total
                                                  Common Stock             Treasury     Paid in      Accumulated     Shareholders'
                                              Shares           Amount        Stock      Capital        Deficit         Deficit

<S>               <C>                       <C>          <C>           <C>            <C>           <C>            <C>
Balance, February 1, 1999 .............     3,799,028    $    37,991   $   (19,300)   $ 8,892,290   $(13,470,734)  $(4,559,753)

Issuance of common stock ..............        53,750            537          --          214,463           --         215,000

Stock option compensation .............          --             --            --          432,248           --         432,248

Issuance of common stock pursuant
  to initial public offering ..........       438,500          4,385          --        1,763,227           --       1,767,612

Issuance of common stock as
  consideration for accrued liabilities        46,881            469          --          235,702           --         236,171

Issuance of common stock for
  payment of services .................       205,319          2,053          --        1,743,237           --       1,745,290

Issuance of common stock for payment
  of unsecured note payable ...........        65,000            650          --          730,600           --         731,250

Issuance of common stock as debt
  issuance expense ....................        10,000            100          --           49,900           --          50,000

Issuance of stock purchase warrants
  as payment of accrued interest ......          --             --            --          212,813           --         212,813

Issuance of common stock on exercise
  of stock options and warrants .......       682,435          6,824    (2,040,846)     2,214,022           --         180,000

Treasury stock, 125,000 shares ........          --             --         (31,250)          --             --       (  31,250)

Expenses of stock offerings ...........          --             --            --          (77,500)          --       (  77,500)

Retirement of treasury shares .........      (142,816)       ( 1,428)    2,040,846     (2,039,418)          --             --

Issuance of common stock in connection
  with expenses of stock offering .....        20,000            200          --             --             --             200

Net loss ..............................          --             --            --             --       (5,241,320)   (5,241,320)
                                           -----------    -----------    -----------   -----------    -----------    -----------

Balance, January 31, 2000 .............     5,178,097         51,781     (  50,550)    14,371,584    (18,712,054)   (4,339,239)


</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                       F-5
<PAGE>
                                 ZENASCENT, INC.
                            (F/K/A FUSION FUND, INC.)
                  STATEMENT OF CHANGES IN SHAREHOLDERS' DEFICIT
                YEARS ENDED JANUARY 31, 2000 AND JANUARY 31, 2001
                                   (Continued)
<TABLE>
<CAPTION>

                                                                                       Additional                      Total
                                                  Common Stock             Treasury     Paid in      Accumulated     Shareholders'
                                              Shares           Amount        Stock      Capital        Deficit         Deficit

<S>              <C> <C>                     <C>               <C>        <C> <C>        <C>            <C>              <C>
Balance, January 31, 2000 .............      5,178,097         51,781     (   50,550)    14,371,584     (18,712,054)     (4,339,239)

Issuance of common stock ..............        194,735          1,947           --         1,288,214           --         1,290,161

Stock based compensation ..............           --             --             --           300,000           --           300,000

Cancellation of indebtedness to
  stockholders and former officers ....           --             --             --         1,083,993           --         1,083,993

Issuance of common stock for payment
  of services and other ...............      1,041,500         10,415           --         5,140,554           --         5,150,969

Issuance of common stock for services -
  related parties .....................         59,000            590           --           256,170           --           256,760

Issuance of common stock for payment
  of note payable .....................         16,667            167           --             5,033           --             5,200

Issuance of stock purchase warrants ...           --             --             --            14,437           --            14,437

Issuance of common stock on exercise
  of stock options and warrants .......        252,551          2,526     (1,106,377)      1,103,851           --              --

Treasury stock, 15,500 shares .........           --             --       (  116,298)           --             --       (   116,298)

Expenses of stock offerings ...........           --             --             --        (  177,901)          --       (   177,901)

Retirement of treasury shares .........     (  100,758)        (1,008)     1,106,377      (1,105,369)          --              --

Net loss ..............................           --             --             --              --      ( 5,998,707)     (5,998,707)
                                           -----------    -----------    ------------   -------------  -------------   -------------

Balance, January 31, 2001 .............      6,641,792   $     66,418   $   (166,848)   $ 22,280,566   $(24,710,761)   $ (2,530,625)
                                           ===========    ===========    ============   =============  =============   =============
</TABLE>



   The accompanying notes are an integral part of these financial statements.
                                       F-6
<PAGE>
                                 ZENASCENT, INC.
                            (F/K/A FUSION FUND, INC.)
                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>


                                                                      Year Ended
                                                                     January 31,
                                                                  2001            2000
                                                              -----------    -----------
Operating activities:
<S>                                                          <C>            <C>
  Loss from continuing operations ........................   $(5,998,707)   $(1,451,577)
                                                              -----------    -----------
  Adjustments to reconcile loss from continuing operations
    to net cash used in operating activities:
      Depreciation and amortization ......................        14,751        147,821
      Stock issued for services and to vendors ...........     5,407,730      1,745,290
      Stock based compensation ...........................       300,000        432,248
      Stock issued as debt issuance expense ..............          --          481,250
      Stock issued for payment of unsecured note payable .   (    24,800)          --
      Write-down of property and equipment ...............          --          232,430
      Write-down of inventories ..........................          --          168,394
      Increase in allowances for doubtful accounts and
        sales returns and allowances .....................          --          127,602
      Changes in operating assets and liabilities:
        (Increase) decrease in accounts receivable .......          --       (  127,602)
        Decrease in inventories ..........................          --           57,410
        (Increase) decrease in prepaid expenses and other
          current assets .................................   (        26)        33,747
        (Increase) in deposits and other current assets ..   (     4,058)          --
        Decrease in accounts payable and accrued expenses    (   666,820)    (  686,910)
                                                              -----------    -----------

         Total adjustments ...............................     5,026,777      2,611,680
                                                              -----------    -----------

      Loss from discontinued operations ..................          --       (3,789,743)
                                                              -----------    -----------

Net cash (used) in operating activities ..................   (   971,930)    (2,629,640)
                                                              -----------    -----------

Investing activities:
  Purchase of note receivable ............................   (   250,000)          --
  Capital expenditures ...................................   (     3,127)    (    3,933)
                                                              -----------    -----------

Net cash (used) in investing activities ..................   (   253,127)    (    3,933)
                                                              -----------    -----------
</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                       F-7
<PAGE>
                                 ZENASCENT, INC.
                            (F/K/A FUSION FUND, INC.)
                            STATEMENTS OF CASH FLOWS
                                   (Continued)
<TABLE>
<CAPTION>

                                                                       Year Ended
                                                                       January 31,
                                                                   2001          2000
                                                               -----------   ------------
Financing activities:
<S>                                                           <C>              <C>   <C>
  Payments to line of credit ..............................   $   (34,984)     (     116)
  Payments of advances from officers ......................          --        (  25,000)
  Proceeds from issuance of unsecured notes payable .......       125,000        665,000
  Payments to factor ......................................          --        (   2,744)
  Proceeds from issuance of notes payable - related parties          --          602,796
  Repayment of unsecured notes payable ....................          --        ( 725,000)
  Proceeds from sale of common stock pursuant
    to initial public offering ............................          --        2,543,300
  Expenses of initial public offering .....................          --       (  604,784)
  Proceeds from sale of common stock ......................     1,290,159        395,000
  Expenses of stock offerings .............................    (  177,901)         --
  Purchase of treasury stock ..............................    (  116,298)    (   31,250)
                                                               -----------   ------------

Net cash provided by financing activities .................     1,085,976      2,817,202
                                                               -----------   ------------

Net increase (decrease) in cash and cash equivalents ......    (  139,081)       183,629

Cash and cash equivalents, beginning of period ............       183,629           --
                                                               -----------   ------------

Cash and cash equivalents, end of period ..................   $    44,548    $   183,629
                                                               ===========   ============

Supplemental disclosure of cash flow information:

  Cash paid for interest ..................................   $      --      $    28,308
                                                               ===========   ============

</TABLE>



   The accompanying notes are an integral part of these financial statements.

                                       F-8
<PAGE>
                                 ZENASCENT, INC.
                            (F/K/A FUSION FUND, INC.)
                            STATEMENTS OF CASH FLOWS
                                   (Continued)
<TABLE>
<CAPTION>

                                                                  Year Ended
                                                                  January 31,
                                                              2001           2000
                                                         --------------  ----------
Supplemental disclosure of cash flow information:

Supplemental disclosure of non-cash investing and financing activities:
<S>                                                      <C>             <C>
Issuance of 46,881 shares of Class A common stock
  as consideration for accrued liabilities ...........   $        --     $  236,171
                                                         =============   ==========

Issuance of 65,000 shares of Class A common stock
  for payment of unsecured note payable ..............   $        --     $  300,000
                                                         =============   ==========

Warrants granted as payment of accrued interest ......   $        --     $  212,813
                                                         =============   ==========

Expenses of stock offering ...........................   $        --     $   77,500
                                                         =============   ==========

Cashless exercise of 252,551 and 682,435 stock options
  and warrants, respectively .........................   $   1,106,377   $2,040,846
                                                         =============   ==========

Issuance of 10,000 shares of common stock as
  consideration for accrued liabilities ..............   $      83,720   $     --
                                                         =============   ==========

Conversion of note receivable into other investments $         250,000   $     --
                                                         =============   ==========

Cancellation of indebtedness to two stockholders and
  former officers ....................................   $   1,083,993   $     --
                                                         =============   ==========

</TABLE>

   The accompanying notes are an integral part of these financial statements.

                                       F-9
<PAGE>
                                 ZENASCENT, INC.
                            (F/K/A FUSION FUND, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2001

NOTE 1 - Organization and Basis of Presentation

     Zenascent, Inc. (F/K/A Fusion Fund, Inc.) (the "Company") was originally
incorporated in the State of Delaware on February 8, 1996. The Company, as
Outlook Sports Technology, Inc., was originally a designer and marketer and,
through the use of contracted parties, a manufacturer of golf equipment, apparel
and accessories. During March 2000 Outlook Sports Technology, Inc. formed a
wholly owned Delaware subsidiary, Fusion Fund, Inc., which it merged with and
into for the sole purpose of changing its name to Fusion Fund, Inc.

     During January 2000 Outlook Sports Technology, Inc. formally abandoned the
golf business and during March 2000 launched its redefined business mission as
an Internet technology and e-commerce incubator. Accordingly, the accompanying
financial statements reflects the results of discontinued operations of the
abandoned golf business for the year ended January 31, 2000.

     In December 2000 the Company's Board of Directors agreed to change the name
of the Company from Fusion Fund, Inc. to Zenascent, Inc. The Company's
Certificate of Incorporation was amended to reflect the name change in January
2001.

     The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. Since its inception in 1996 through
January 31, 2001, the Company has incurred recurring losses of approximately
$24,711,000 and has not generated cash from its operating activities.
Additionally, at January 31, 2001, the Company had a shareholders' deficit of
approximately $2,531,000 and its current liabilities exceeded its current assets
by approximately $2,787,000. These factors, among others, raise substantial
doubt about the Company's ability to continue as a going concern. Continuation
of the Company is dependent on (i) achieving sufficiently profitable operations
and (ii) obtaining adequate financings. These financial statements do not
reflect any adjustments relating to the recoverability and classification of
asset carrying amounts or the amount and classification of liabilities that
might result should the Company be unable to continue as a going concern.

     The Company has been funding its operations principally through debt and
equity financings. The Company will need to continue to fund its operations in
this manner until it achieves sufficiently profitable operations. The Company
plans to eliminate the going concern uncertainty by (i) raising additional funds
through debt and/or equity financings and (ii) by acquiring equity interests in
companies in connection with its redefined business mission. The achievement
and/or success of these planned measures, however, cannot be determined at this
time.


NOTE 2 - Summary of Significant Accounting Policies

     Use of Estimates

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

     Cash and Cash Equivalents

     The Company considers those short-term, highly liquid investments with
original maturities of three months or less as cash and cash equivalents.

                                      F-10
<PAGE>
                                 ZENASCENT, INC.
                            (F/K/A FUSION FUND, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2001


NOTE 2 - Summary of Significant Accounting Policies (Continued)

     Marketable Securities

     The Company accounts for its investments in marketable securities in
accordance with Statement of Financial Accounting Standards No. 115, "Accounting
for Certain Investments in Debt and Equity Securities."

     Management determines the appropriate classification of all securities at
the time of purchase and re-evaluates such designation as of each balance sheet
date. The Company classified its marketable equity securities as trading
securities. The Company's trading securities are classified as current assets
and are recorded at fair value. Unrealized holding gains and losses are included
in earnings.

     Income Taxes

     The Company records deferred income taxes using the liability method. Under
the liability method, deferred tax assets and liabilities are recognized for the
expected future tax consequences of temporary differences between the financial
statement and income tax bases of the Company's assets and liabilities. An
allowance is recorded, based upon currently available information, when it is
more likely than not that any or all of the deferred tax asset will not be
realized. The provision for income taxes includes taxes currently payable, if
any, plus the net change during the year in deferred tax assets and liabilities
recorded by the Company.

     Stock-Based Compensation

     The Company accounts for stock-based compensation to its employees using
the intrinsic value method, which requires the recognition of compensation
expense over the vesting period of the options when the exercise price of the
stock option granted is less than the fair value of the underlying common stock.
Additionally, the Company provides pro forma disclosure of net loss and loss per
share as if the fair value method had been applied in measuring compensation
expense for stock options granted. Stock-based compensation related to options
granted to non-employees is recognized using the fair value method.

     Loss Per Share

     The computation of loss per share of common stock is computed by dividing
net loss for the period by the weighted average number of common shares
outstanding during that period. Because the Company is incurring losses, the
effect of stock options and warrants is antidilutive. Accordingly, the Company's
presentation of diluted earnings per share is the same as that of basic earnings
per share.







                                      F-11
<PAGE>
                                 ZENASCENT, INC.
                           (F/K/A/ FUSION FUND, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2001


NOTE 2 - Summary of Significant Accounting Policies (Continued)

     Fair Value of Financial Instruments

     The carrying value of the Company's financial instruments, including cash
and cash equivalents, accounts receivable, accounts payable, accrued expenses,
notes payable and other current liabilities approximated fair value because of
the short maturity of these instruments. The Company routinely assesses the
financial strength of its customers and records an allowance for doubtful
accounts when it determines that collection of a particular amount is unlikely.

     Reclassifications

     Certain items in these financial statements have been reclassified to
conform to the current period presentation.


NOTE 3 - Property and Equipment

     Property and equipment consist of the following:

Office equipment ..............   $3,127
Less:  Accumulated depreciation      313
                                  ------
                                  $2,814


NOTE 4 - Other Investments

     In May, 2000 the Company purchased a $250,000 principal amount promissory
note of InfoActive, Inc., a Pennsylvania corporation. The note was convertible
into 1,562,500 shares of common stock of InfoActive, Inc.

     In June, 2000 the Company converted the promissory note and was issued
1,562,500 shares of common stock of InfoActive, Inc. The Company is using the
cost method of accounting for its investment in InfoActive, Inc. and has
classified such investment as other investments.







                                      F-12
<PAGE>
                                 ZENASCENT, INC.
                           (F/K/A/ FUSION FUND, INC.)
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2001

NOTE 5 - Notes Payable

Notes payable consist of the following:
  Unsecured notes payable to private investors,
    due September 1998 .........................   $300,000
  Unsecured notes payable, interest at 10.5%,
    due December 2000 ..........................     40,000
  Unsecured notes payable, interest at 8.5%, due
    December 2000 ..............................    125,000
                                                   --------
                                                   $465,000

NOTE 6 -          Due to Stockholder

     Due to stockholder represents amounts owed pursuant to a Compensation and
Release Agreement ("the release agreement") with a stockholder and former
officer and director ("the individual"). Pursuant to the release agreement, the
Company received a conditional release of past wages and loans payable and any
interest accrued thereon, amounting to approximately $712,500 in the aggregate.
The agreement calls for certain obligations of the Company that were personally
guaranteed by the individual to be extinguished and that the Company retain full
and complete releases of the individual from those obligations by March 1, 2001.
The Company also agreed that (a) in the event the Company consummates any
financing transaction (or series of financing transactions) with a total gross
proceeds of at least $1.5 million that upon closing of such transaction(s) the
Company will immediately pay the individual the amount of $50,000 or (b) it will
pay the individual $20,000 by July 1, 2001 and $30,000 by December 1, 2001
whichever comes first.

     Should the Company not make the payments described above by the prescribed
time or be unsuccessful in obtaining the releases described above by March 1,
2001, the conditional releases granted to the Company by the individual will
immediately terminate and the Company will make immediate and full restitution
of all back salaries owed to the individual, plus any legal fees and court costs
incurred (see Note 9).

     Upon timely satisfaction of the release agreement by the Company, the
conditional release granted by the individual shall become permanent and
irrevocable.


NOTE 7 -          Shareholders' Deficit

     Common Stock

     In March 1999, the Company agreed to reacquire 125,000 shares of Class A
common stock for $31,250. These shares were originally issued to Argent
Securities, Inc. in April 1998 in connection with a two year consulting
agreement. As of January 31, 2000, the entire 125,000 shares have been purchased
as treasury stock.

     During March and April 1999 the Company completed an initial public
offering of its Class A common stock. The Company sold 438,500 shares of Class A
common stock at $5.80 per share. Net proceeds to the Company were approximately
$1,768,000 inclusive of certain unpaid offering expenses. In connection with the
offering, the Underwriters were granted for a nominal fee Common Stock Purchase
Warrants entitling the Underwriters to purchase up to 40,000 shares of Class A
common stock at $9.57 per share.

                                      F-13
<PAGE>
                                 ZENASCENT, INC.
                            (F/K/A FUSION FUND, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2001

NOTE 7 -          Shareholders' Deficit (Continued)

     Common Stock (Continued)

     In June 1999 the Class B common stock was automatically exchanged into
shares of Class A common stock in accordance with the applicable provisions
which call for such conversion to take place at such time as the closing price
of the Class A common stock shall equal or exceed $8.00 for a period of ten
consecutive trading days.

     On July 1, 1999 the Company entered into a five year consulting agreement
for management and financial advisory services. The agreement calls for the
issuance of 162,500 shares of the Company's common stock. Accordingly, the
Company recognized a charge of $1,381,250 in the current period as complete
payment for the five year period.

     In October 1999 the Company issued 65,000 shares of common stock as
consideration for payment of $300,000 principal note payable. In connection with
this transaction, the Company recorded a charge of $431,250 to operations.

     In January 2000 the Company sold 26,987 shares of common stock for proceeds
of $180,000.

     Effective February 1, 2000, the Company entered into a one year consulting
agreement. As provided for in the consulting agreement, the consultant was paid
compensation of 162,500 shares of the Company's common stock, such shares having
been registered using Form S-8. The Company recognized a charge of $1,828,125 in
the current period in connection with the issuance of these shares.

     Effective March 28, 2000, the Company entered into a one year consulting
agreement with an investment banker. As provided for in the consulting
agreement, the investment banker was paid compensation of 50,000 shares of the
Company's common stock. The Company recognized a charge of $525,000 in the
current period connection with the issuance of these shares.

     During the quarter ended April 30, 2000, the Company issued 150,500 shares
for services and other compensation. The Company recognized a charge of
$1,654,938 in the current period in connection with the issuance of these
shares.

     During the quarter ended April 30, 2000, the Company privately sold an
aggregate of 184,241 shares of common stock for gross proceeds of $1,220,166.
The Company netted $1,059,759 after offering expenses of $160,407.

     During the quarter ended July 31, 2000, the Company privately sold 10,494
shares of common stock for the gross proceeds of $69,995. The Company netted
$52,501 after offering expenses of $17,494.

     During the quarter ended July 31, 2000, the Company issued 45,000 shares
for services and other compensation. The Company recognized a charge of $258,125
during the current period in connection with the issuance of these shares.



                                      F-14
<PAGE>
                                 ZENASCENT, INC.
                            (F/K/A FUSION FUND, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2001


NOTE 7 -          Shareholders' Deficit (Continued)

     Common Stock (Continued)

     During the quarter ended October 31, 2000 the Company issued 20,000 shares
of common stock to related parties for services and other compensation. The
Company recognized a charge of $57,500 during the current period in connection
with issuance of these shares.

     During the year ended January 31, 2001, the Company purchased 15,500 shares
of common stock for $116,298. Such shares have been recorded as treasury stock.

     During the quarter ended January 31, 2001, the Company issued 22,500 shares
of common stock for services and other compensation. The Company recognized a
charge of $17,573 during the current period in connection with the issuance of
these shares.

     In November 2000 the Company issued 400,000 shares of common stock to a
consultant for services. The Company recognized a charge of $600,000 during the
current period in connection with the issuance of these shares.

     The Company issued 250,000 shares of common stock to a consultant for
services pursuant to the terms of a consulting agreement dated October 13, 2000.
The Company recognized a charge during the current period of $382,750 in
connection with the issuance of these shares (see Note 9).

     The Company recorded cancellation of indebtedness to two stockholders and
former officers in the amount of $1,083,993 as of January 31, 2001. Accordingly,
the $1,083,993 of cancelled indebtedness was credited to additional paid-in
capital. In connection with the debt cancellation, the Company is contingently
liable to one of the individuals in the amount of approximately $712,500 (see
Notes 6 and 9).



                                      F-15


<PAGE>
                                 ZENASCENT, INC.
                            (F/K/A FUSION FUND, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2001


NOTE 7 -          Shareholders' Deficit (Continued)

     Common Stock Warrants

     In connection with the issuance of its unsecured notes payable to private
investors, the Company issued warrants to purchase shares of its common stock as
follows:
<TABLE>
<CAPTION>


                                                          Warrants
                                                                  Weighted Average
                                                  Shares           Exercise Price
                                                 ----------       -----------------

<S>              <C> <C>                         <C>         <C>
Balance, January 31, 1999 ....................   2,436,741   $         5.32

Warrants issued in connection with interest on
  $3,505,000 principal debt financing ........   1,752,500             6.67

Warrants exercised ...........................   (  93,016)          ( 6,45)
                                                -----------       ----------

Balance, January 31, 2000 ....................   4,096,225             5.87

Warrants issued in connection with Consulting
  Agreement ..................................      50,000             5.00

Warrants issued in connection with $125,000
  principal notes payable ....................      62,500              .40

Warrants exercised ...........................  (  252,551)           (4.38)
                                                -----------       ----------

Balance, January 31, 2001 ....................   3,956,174   $         5,87
                                                ===========       ==========
</TABLE>

     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.


                                      F-16
<PAGE>
                                 ZENASCENT, INC.
                            (F/K/A FUSION FUND, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2001


NOTE 7 -          Shareholders' Deficit (Continued)

     Common Stock Options (Continued)

     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
activity is as follows:

                                        Weighted Average
                              Shares    Exercise Price
                           -----------  ----------------

Balance, January 31, 1999    781,312    $     3.383
                            ---------   -----------
Exercised ...............   (589,419)        (2.75)
Cancelled ...............   (175,061)        (2.21)
                            ---------   -----------

Balance, January 31, 2000     16,832          1.45

Granted .................    105,000         10.75
                            ---------   -----------

Balance, January 31, 2001    121,832    $     9.47
                            =========   ===========


<TABLE>
<CAPTION>



                                                                       Outstanding      Exercisable          Weighted Average
                  Exercise Price Range                                     Shares          Shares              Exercise Price
                  --------------------                                 --------------   -----------         -------------------

<S>               <C>                                                  <C>               <C>                       <C>
                  $0.225                                               7,166             7,166                     $ 0.225
                   0.72                                                6,666             6,666                       0.720
                   6.00                                                3,000             2,500                       6.000
                  10.75                                              105,000           105,000                      10.750
                                                                    ---------        ----------
                                                                     121,832           121,332                     $ 9.480
                                                                    =========        ==========                     =======
</TABLE>

     The Company generally grants options at exercise prices equal to the
estimated market value of the Company's common stock at the date of the grant.

     The Company applies APB Opinion No. 25 and related Interpretations in
accounting for these plans. Statement of Financial Accounting Standards No. 123,
"Accounting for Stock-Based Compensation" ("SFAS 123") was issued by the FASB in
1995 and, if fully adopted, changes the methods for recognition of cost on plans
similar to those of the Company. The Company has adopted the disclosure-only
provision of SFAS 123. Pro forma information regarding net income and earnings
per share is required by Statement 123, and has been determined as if the
Company has accounted for its employee stock options under the fair value method
of that Statement. The fair value for these options was estimated at the date of
grant using Black-Scholes option pricing model with the following
weighted-average assumptions: risk-free interest rates of 5.6% to 6.5%; no
significant volatility and a weighted-average expected life of the option, after
the vesting period, of 3 years.


                                      F-17
<PAGE>
                                 ZENASCENT, INC.
                            (F/K/A FUSION FUND, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2001

NOTE 7 -          Shareholders' Deficit (Continued)

     Common Stock Options (Continued)

     The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting restrictions
and are fully transferable. In addition, option valuation models require the
input of highly subjective assumptions including the expected stock price
volatility. Because the Company's employee stock options have characteristics
significantly different from those of traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimate, in
management's option, the existing models do not necessarily provide a reliable
single measure of the fair value of its employee stock options.

     Had compensation cost for stock options granted been determined based on
the fair value at the grant date consistent with the provisions of SFAS 123, the
Company's net loss and loss per share would not have changed materially for the
years ended January 31, 2000 and 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 8 - Income Taxes

     The Company is subject to federal and state income taxes but has not
incurred a liability for such taxes due to losses incurred. As of January 31,
2001 the Company had a net operating loss carryforward ("NOLC") for federal
income tax purposes of approximately $14,780,000. This NOLC is available to
offset future federal taxable income, if any, through 2015. Limitations on the
utilization of the Company's net operating tax loss carryforwards could result
in the event of certain changes in the Company's ownership.

     The Company had deferred tax assets of approximately $6,032,000 at January
31, 2001, resulting primarily from net operating loss carryforwards. The
deferred tax assets have been fully offset by a valuation allowance resulting
from the uncertainty surrounding the future realization of the net operating
loss carryforwards.

NOTE 9 -          Commitments and Contingencies

     Legal

     The Company is involved in legal proceedings and claims which arise in the
ordinary course of its business. Management believes that the outcome of such
litigation and claims will not result in any material adverse effect on the
Company's financial position or results of operations.

     Compensation and Release Agreement

     The Company is contingently liable in the amount of approximately $712,500
to a stockholder and former officer pursuant to a Compensation and Release
Agreement (see Note 6).

     Consulting Agreement

     In October 2000 the Company entered into a one year consulting agreement
with a consultant. The consulting agreement provides for the issuance of
1,000,000 shares of common stock at various stages and upon performance of
certain specified services. As of January 31, 2001, the Company issued 250,000
shares of common stock and recognized a charge of $382,750 in the current
period.

                                      F-18

<PAGE>
                                 ZENASCENT, INC.
                            (F/K/A FUSION FUND, INC.
                          NOTES TO FINANCIAL STATEMENTS
                                JANUARY 31, 2001


NOTE 10 -         Subsequent Events

     In February 2001 the Company announced that it would redefine its business
model, currently Internet technology and e-commerce incubation, to focus on the
promotion of sports and entertainment events. The Company has begun this
transition by entering into a letter of intent to acquire Cedrick Kushner
Promotions, Inc. a leading international boxing promotion company. Under the
tentative agreement, the Company will acquire Cedric Kushner Promotions, Inc. as
a wholly-owned subsidiary in exchange for approximalty 65% ownership of the
Company and an undisclosed monetary sum.


















                                      F-19