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

                                 FORM 10-KSB/A-1

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

                   For the fiscal year ended December 31, 2002

                         Commission File Number 0-25563

                        CEDRIC KUSHNER PROMOTIONS, INC.

                 (Name of small business issuer in its charter)


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

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

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

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

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

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

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

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

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

As of June 6, 2003,  there were  10,648,707  shares of the  registrant's  common
stock outstanding.

                                       1
<PAGE>
PRELIMINARY NOTE:

On May 20, 2003, at approximately  9:45 p.m.,  Cedric Kushner  Promotions,  Inc.
(the  "Company")  filed its Form 10-KSB for the period  ended  December 31, 2002
with the Securities  and Exchange  Commission.  Prior to making its filing,  BDO
Seidman,  LLP ("BDO"),  the Company's former auditor,  informed the Company that
all of their  comments  on the 10-KSB must be  addressed  prior to filing or the
Company  would not have their  approval to include BDO's opinion on the December
31, 2001 audit.  Also,  prior to such filing,  Marcum & Kliegman LLP ("Marcum"),
the Company's  current  auditor  orally  advised the Company and confirmed  said
conversation by transmitting an e-mail to the Company,  that was  electronically
dated at 6:46 p.m.,  that they had not had the  opportunity to review the latest
draft  of the  Company's  Form  10-KSB  and as such  were not in a  position  to
authorize  the filing with the  inclusion of their audit  opinion.  Prior to and
after such  communications,  the Company and  representatives  of Marcum and BDO
continued their efforts to address any  outstanding  comments that were required
to complete the audit of the Company's  consolidated financial statements and to
obtain the approval of said  accountants  in  connection  with the filing of the
Form 10-KSB and to the inclusion of their reports therein.

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

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

An amended  Form  10-KSB/A  was filed on May 23, 2003 without the reports of the
Company's independent certified public accountants with respect to the Company's
consolidated  financial statements.  In addition,  the Company filed Form 8-K on
the same day.  Further,  the  Company  began  aggressively  seeking  to have the
amended report reviewed by the  accountants and to have the accountants  provide
any additional  comments required to complete their reports and to provide their
approvals in connection with the filing.

The Company  hereby files this amended Form  10-KSB/A-1  to rectify the previous
filings,  and  includes  the  reports  and  consents  of its  current and former
independent  certified public  accountants,  Marcum and BDO, with respect to the
Company's financial statements.

                                       2
<PAGE>
                         CEDRIC KUSHNER PROMOTIONS, INC.
                                 FORM 10-KSB/A-1
                                      INDEX



<TABLE>
<CAPTION>
                                                                                              PAGE
                                                                                              ----
PART I
<S>              <C>                                                                           <C>
  Item 1.      Description of Business..........................................                4
  Item 2.      Description of Properties.......................................                 6
  Item 3.      Legal Proceedings................................................                6
  Item 4.      Submission of Matters to a Vote of Security Holders..............                7

PART II
  Item 5.      Market for Common Equity and Related Stockholder Matters.........                8
  Item 6.      Management's Discussion and Analysis.............................               10
  Item 7.      Financial Statements.............................................              F1-F35
  Item 8.      Changes in and Disagreements with Accountants on Accounting
               and Financial Disclosure.........................................               15

PART III
  Item 9.      Directors and Executive Officers; Compliance
               with Section 16(a)...............................................               16
  Item 10.     Executive Compensation...........................................               17
  Item 11.     Security Ownership of Certain Beneficial Owners and
               Management and Related Stockholder Matters.......................               19
  Item 12.     Certain Relationships and Related Transactions...................               20
  Item 13.     Exhibits, List and Reports on Form 8-K...........................               22
  Item 14.     Controls and Procedures..........................................               23




SIGNATURES......................................................................               24

CERTIFICATIONS OF CEO AND CFO...................................................               25

EXHIBITS........................................................................               27
</TABLE>

                                        3
<PAGE>
                                     PART I

Item 1.  DESCRIPTION OF BUSINESS

DESCRIPTION OF THE REGISTRANT

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

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

DESCRIPTION OF BUSINESS

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

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

OVERVIEW

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

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

SUBSIDIARIES AND OPERATIONS

The Registrant's  wholly-owned  subsidiary,  CKB, functions as a holding company
for CKP and Big Content.

Cedric Kushner Boxing, Inc.

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

Cedric Kushner Promotions, Ltd.

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

                                       4
<PAGE>
Item 1.  DESCRIPTION OF BUSINESS continued:

Big Content, Inc.

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


     Heavyweight Explosion:

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

     The "World Championship" Series

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

     ThunderBox

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

MARKET OPPORTUNITY

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

COMPETITION

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

BUSINESS GROWTH STRATEGY

The Registrant's growth plan focuses on expanding our core boxing business, both
domestically  and  internationally,   through  the  adoption  of  the  following
strategies:

     Signing,  developing  and  acquiring  new boxing  talent  that can  achieve
     marquee  or star  status  and  become  premium  cable and PPV  attractions;
     Increasing  the sales of media rights,  site rights,  and  sponsorship  for
     existing boxing series;

     Focusing efforts on the  Spanish-speaking  marketplace with programming and
     live events through a partnership with a Spanish-language media group;

     Acquiring  other  boxing  promotional  companies  in an effort to  increase
     market  share;   extending  our  core-boxing   brand  into   boxing-related
     merchandising    through    licensing    arrangements    with   established
     merchandisers;

     Creating and  distributing  other boxing driven content;  Acquiring  boxing
     video libraries;

     Developing our presence in other entertainment and sports-driven categories
     (not  related to boxing)  under the Big Content  division by  developing  a
     digital  channel  and  ancillary  products  in the  areas of  merchandising
     consulting services and non-boxing driven properties;

     Acquisition  of companies in sports  marketing  and  management  (athletes,
     entertainers, and television production); and

     Being  involved  in   rights-generating   businesses  (other   event-driven
     sport/entertainment products).

                                       5
<PAGE>
Item 2. DESCRIPTION OF PROPERTIES

Our offices are located at 1414 Avenue of Americas,  Suite 1402,  New York,  New
York 10019. This office  accommodates our full time corporate and administrative
personnel.

Item 3. LEGAL PROCEEDINGS

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

On May 13, 2002 the Company  entered  into  agreements  with  investor  Relation
Services, Inc, ("IRSI") and Summit Trading Limited ("Summit")  (collectively the
"Consultants) to provide investor and public relations  services.  The agreement
engaged the consultants to provide one or more investor  relations plans as well
as  assistance  in the  coordination  and  execution  of the agreed upon plan or
plans. A plan would include several  services as define d in the agreement.  The
agreement is effective for the period from May 13, 2002 through May 12, 2005. As
compensation  of the  services,  the  Company  was to be issued the  Consultants
2,631,580  shares of Class A common stock of the Company.  The fair value of the
shares to be issued of $3,236,843 was recorded as deferred  consulting  fees and
common  stock to be issued  based upon the value of the common stock on the date
that agreement was entered into.  Deferred  consulting  fees were amortized over
the  three-year  life of the  agreement.  Amortization  expense  related to this
agreement for the year ended December 31, 2002 amounted to $674,341 and has been
included in  compensatory  element of stock  issuances for selling,  general and
administrative   expenses  in  the  accompanying   consolidated   statements  of
operations.  In August 2002, the Company  terminated the contract for cause when
IRSI  was  deemed  by the  Company  to be  unable  to  fulfill  its  contractual
obligations  to the Company when a principal of IRSI was indicted for securities
fraud. In February 2003,  Summit filed  arbitration  against the Company arising
from the  termination  by the  Company  of the  agreement.  On May 28,  2003,  a
mediation  session  was  held  but was  unsuccessful  and did  not  result  in a
settlement. Pursuant to the contract between the parties, it is anticipated that
the matter will now proceed to  arbitration.  Arbitration  has not been selected
and no arbitration  date has been scheduled.  Management of the Company believes
that it is premature to fully access the  likelihood of success in defending the
claims  asserted.  However,  a  preliminary  determination  shows a  substantial
factual basis for the Company's  termination  of the  agreements.  However,  the
Company's  is unable to predict the outcome of the dispute and  accordingly,  no
adjustments has been made to the amount expensed in the  consolidated  financial
statements relating to this agreement.

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

On August 23, 2002,  the Company and a boxer agreed to settle a disputed  matter
related to the sharing of certain profits between the boxer and the Company. The
Company had agreed to pay the boxer  approximately  $610,000,  excluding amounts
previously  paid,  plus interest by April 30, 2003. As of December 31, 2002, the
Company had accrued  $610,000 on its books as a liability to the boxer.  On June
2, 2003,  the Company  defaulted  on the agreed  upon  settlement  terms,  and a
judgment  was  entered  in  favor  of the  boxer in the  approximate  amount  of
$610,000, less any principal paid by the Company.

                                  6
<PAGE>

Item 3. LEGAL PROCEEDINGS, continued

In December 2001, Buster Mathis,  Jr., a boxer,  filed an action against CKP and
Mr. Kushner in the United States District Court,  Southern  District of New York
alleging fraud and unjust  enrichment  relating to a fight against Mike Tyson in
December  1995. In October 2002, a jury awarded Mr. Mathis  $702,000  (including
interest  at a rate of 9% per annum from  December  16,  1995),  and the Company
initially  established a reserve of $702,000  during the quarter ended September
30, 2002.

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

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

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

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


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

None.

                                       7
<PAGE>
                                     PART II

Item 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market For Securities

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

        Quarter Ended:                              High*   Low*
        --------------                             -----   -----
        March 31, 2001                              0.50    0.22
        June 30, 2001                               0.53    0.25
        September 30,2001                           1.86    0.35
        December 31, 2001                           1.94    1.06
        March 31, 2002                              1.80    1.05
        June 30, 2002                               1.20    1.00
        September 30,2002                           1.04    0.95
        December 31, 2002                           1.10    0.80
        March 31, 2003                              1.00    0.55
        June 30, 2003 (as of June 6, 2003)          0.75    0.47

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

As of June 6, 2003  there  were  approximately  105  holders of record of common
stock.  We have not paid dividends on our common stock  outstanding in the past.
There are no restrictions that limit our ability to pay dividends in the future.

Recent Sales of Unregistered Securities

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

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

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

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

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


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

                                       8
<PAGE>

Item 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS, continued:

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

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

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

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

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

The  following  table  sets forth  information  concerning  the issued  options,
weighted  average exercise prices and remaining shares available under, the 1996
Plan and the 1998 Plan:

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

Stock option plans approved by
our shareholders                    166,832                             $0.83                           -

Stock option plans not approved
by our shareholders                 149,000                              1.43                           N/A
</TABLE>

                                       9
<PAGE>
Item 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Introduction and Certain Cautionary Statements

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

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

OVERVIEW

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

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

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

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

On April 30, 2002 the Company  consummated its Agreement and Plan of Merger with
Zenascent,  Inc.  ("Zenascent"),  Cedric Kushner Boxing,  Inc. ("CKB"),  and the
stockholders of CKB.  Zenascent was previously an inactive public company shell.
As a result of this reverse merger, CKB became a wholly-owned  subsidiary of the
Company.  As  consideration  for the reverse merger,  Zenascent  issued to CKB's
stockholders  399,752 shares of Zenascent's Series B Preferred Stock,  initially
convertible into approximately 39,975,200 shares of Zenascent's Common Stock. In
addition,  as  consideration  for the reverse  merger,  Zenascent  issued to the
former Big Content  stockholders 27,923 shares of Zenascent's Series C Preferred
Stock,  convertible into  approximately  2,792,300 shares of Zenascent's  Common
Stock along with a warrant to purchase  1,000,000  shares of Zenascent's  common
stock and entered into a consulting agreement with one of the former Big Content
stockholders  in exchange  for 30 shares of CKB stock.  The holders of shares of
Series B Preferred  Stock and Series C Preferred Stock are entitled to 100 votes
per  share of  Preferred  Stock.  CKB's  stockholders  have  voting  control  of
Zenascent  and,  thus,  the merger was  accounted for as a reverse  merger.  The
acquisition  of  Zenascent  has  been  recorded  based  on  the  fair  value  of
Zenascent's net  liabilities,  which amounted to approximately  $2,794,000.  The
reverse  acquisition  was  accounted  for as a  recapitalization.  The financial
statements are those of Cedric Kushner Boxing,  Inc. and  Subsidiaries  prior to
the date of the merger.

                                   10
<PAGE>

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

CRITICAL ACCOUNTING POLICIES

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

Revenue Recognition

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

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

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

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

Impairment of Long-Lived Assets

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

Intangible Assets

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

ThunderBox   trademarks  and  related   contractual   relationships  along  with
Heavyweight   Explosion  Series  ("HWE")  trademarks  and  related   contractual
relationships  represent intangible assets related to the Company's media assets
acquired as part of the Big Content  acquisition (See Note 4) are amortized over
their estimated useful lives of 10 years,  utilizing the  straight-line  method.
Video and television  libraries acquired through the Big Content acquisition are
amortized  over  their  estimated  useful  lives  of  5  years,   utilizing  the
straight-line method.

                                       11
<PAGE>

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

Income Taxes

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

COMPARISON OF THE YEARS ENDED DECEMBER 31, 2002 AND DECEMBER 31, 2001

Revenues decreased by approximately $1,390,000, or 8 %, from $16,886,000 for the
year ended  December  31, 2001 to  $15,496,000  for the year ended  December 31,
2002.  While the number of televised events promoted in 2002 was equal to almost
the same number of events held  during the prior year,  the average  size of the
events had significantly  decreased from approximately $443,000 per event during
the year ended December 31, 2001 to  approximately  $378,000 for the same period
in 2002. This decrease was due to relatively  fewer premium cable licensing fees
due to the expiration of contracts with premium level boxers.  In addition,  the
Company  experienced  a decrease in  activity  from our talent  command  premium
cable-licensing fees.

Cost of revenues, which comprises of media costs of approximately $2,965,000 and
boxing promotion costs of $12,658,000,  decreased by  approximately  $111,000 to
approximately  $15,622,000  for the year ended  December 31,  2002,  compared to
approximately  $15,733,000  incurred for the year ended  December 31, 2001.  The
decrease in cost of  revenues  is  attributable  to the lower  dollar  volume of
events  promoted  by the  Company.  As a result  of  incurring  greater  cost of
revenues over cost of revenues for the year ended December 31, 2002, the Company
incurred a gross loss of 0.82%, compared to a gross profit of 6.83% in the prior
7ear.  The  Company  believes  that a downturn in foreign  television  market to
5-year lows, combined with a downturn in the U.S. advertising market without any
change  to the  cost  of  producing  major  events,  were  the  primary  factors
contributing to the gross loss of approximately $126,000 in 2002.

Cost of revenues for boxing  promotions,  as a percentage of revenues,  remained
constant  (93%) in both  2002  and  2001,  thereby  resulting  in  gross  boxing
promotion  income of 7%. In media,  the Company  experienced  higher  costs than
revenues  were  realized  for a number of reasons  including  the  inability  to
develop a  domestic  distribution  outlet,  lower  sponsorship,  and  supporting
certain  programs,  which yielded lower revenues than costs  incurred,  but were
necessary to promote brand recognition and establishing a new television series.

The following represents a comparison of revenues,  cost of revenues,  and gross
(loss) profit by segment for the years ended  December 31, 2002 and December 31,
2001:

<TABLE>
<CAPTION>

                                                    2002          % of total          2001          % of total
REVENUES
  <S>                                           <C>                     <C>       <C>                    <C>
 Boxing promotions                                $13,678,363            88%      $16,886,129             100%
   Media                                            1,817,670            12%                -               -
                                               ---------------  ---------------  ---------------  ---------------
        TOTAL REVENUES                            $15,496,033           100%      $16,886,129             100%
                                               ---------------  ---------------  ---------------  ---------------

COST OF REVENUES
   Cost of revenues - boxing promotions           $12,657,676            93%      $15,733,176              93%
   Cost of revenues - media                        $2,964,778           163%                -               -
                                               ---------------  ---------------  ---------------  ---------------
      TOTAL COST OF REVENUES                      $15,622,454           101%      $15,733,176              93%
                                               ---------------  ---------------  ---------------  ---------------

GROSS (LOSS) INCOME
   Boxing promotions                               $1,020,687             7%      $ 1,152,953               7%
   Media                                           (1,147,108)          -63%              -                 -
                                               ---------------  ---------------  ---------------  ---------------
        TOTAL GROSS (LOSS) INCOME                   ($126,421)           -1%      $ 1,152,953               7%
                                               ===============  ===============  ===============  ===============
</TABLE>

Selling,   general  and  administrative   expenses  increased  by  approximately
$1,336,000 to  approximately  $3,011,000  for the year ended  December 31, 2002,
from approximately  $1,675,000 for the year ended December 31, 2001. The Company
recorded a non-cash  expense,  classified as "compensatory  element of stock and
warrant  issuances  for  selling,  general  and  administrative   expenses",  of
approximately  $1,593,000  relating  to  the  use of  stocks  and  warrants  for
obligations due under various consulting and employment agreements.

                                       12
<PAGE>
Item 6. MANAGEMENT'S DISCUSSION AND ANALYSIS
        OF FINANCIAL CONDITION AND RESULTS OF OPERATION, continued:

COMPARISON  OF THE  YEARS  ENDED  DECEMBER  31,  2002  AND  DECEMBER  31,  2001,
Continued:

The Company recorded approximately  $1,593,000 in financing costs paid in stocks
and warrants for the year ended December 31, 2002, compared to none in the prior
year.

In compliance with SFAS No.'s 142 and 144, the Company assessed potential future
impairments  of  goodwill  and  reassessed  the useful  lives of other  existing
recognized  intangible  assets which resulted in the recognition of a $1,818,000
loss on impairment of its intangible  assets and a $1,105,000 loss on impairment
of goodwill for the year ended December 31, 2002,  compared to none for the year
ended December 31, 2001.

Interest  expense  (inclusive of related party and other  amounts)  increased by
approximately  $1,254,000  from  $260,000  in the  prior  year to  approximately
$1,514,000 for the year ended December 31, 2002.  This increase is  attributable
to costs  incurred  related to the  Company's  incurrence of  approximately  two
million dollars of additional debt. The beneficial conversion feature related to
this debt is amortized and recorded as interest expense over the maturity of the
debt or  immediately  for any  portion  that is  converted  to equity.  Further,
interest  expense has  increased due in part to the debt incurred as a result of
CKB's merger with Big Content,  additional  interest related to the extension of
the maturity dates of warrants issued with debt in 1997.


Depreciation and  amortization  expense  increased by approximately  $331,000 to
approximately  $743,000 for the year ended December 31, 2002, from approximately
$412,000 for the year ended December 31, 2001. Amortization expense comprised of
approximately  $60,000  in  signing  bonus  amortization  in 2002,  compared  to
approximately $368,600 in 2001, and $633,000 in intangible asset amortization in
2002, compared to none in the prior year.

The Company also recognized  approximately $248,000 as a loss in its disposal of
property and equipment in 2002.

LIQUIDITY AND CAPITAL RESOURCES

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

Net cash used in operations was approximately  $846,000 in 2002, compared to net
cash provided of  approximately  $377,000 in 2001. The decrease in cash provided
by operations is due primarily to, a change from a net income of $83,000 in 2001
to a net loss of  $11,245,000  in 2002,  of which  $1,593,000  is the  result of
non-cash compensation and approximately $2,923,000 is a result of the impairment
of intangible assets ($1,818,000) and goodwill ($1,105,000).

Net cash used in investing  activities  was  approximately  $1,062,000  in 2002,
compared to net cash used in investing activities of approximately $1,169,000 in
2001.  The net cash  used by  investing  activities  of the  Company  in 2001 is
primarily comprised of the following:  prepaid merger costs, signing bonuses and
advances  to Big  Content,  a related  party,  in the  amounts of  approximately
$258,000,  $262,000 and $556,000,  respectively.  The net cash used in investing
activities  of the  Company  in 2002  results  primarily  from the  payments  of
approximately $1,152,000 for the purchase of Big Content, approximately $111,000
in  signing  bonuses,   $40,000  in  the  purchase  of  intangible   assets  and
approximately  $12,000 in the purchase of property and equipment,  offset by the
collection of $250,000 in notes receivable.

Net cash provided by financing activities was approximately  $1,846,000 in 2002,
compared to net cash provided of approximately $861,000 in 2001. The increase in
2002 is due primarily to proceeds  from notes and loans  payable  (approximately
$2,283,000)  and notes payable -  stockholders  (approximately  $1,292,000)  and
$895,500 from convertible debt,  offset by repayments of approximately  $450,000
in note payable -  stockholders  and  approximately  $2,153,000  in repayment of
other notes and loans payable.

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

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

                            13

<PAGE>

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

LIQUIDITY AND CAPITAL RESOURCES, continued:

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

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

In addition,  the Company has  developed a plan to address  liquidity in several
ways, namely:


     1)   Continue to reduce operating costs;
     2)   Increase  revenue by  refocusing  on  existing  properties  and expand
          revenue   base  (the  Company  is  in  the  process  of  launching  an
          advertising sales initiative in Europe and expanding sponsorship sales
          in the United States);
     3)   Continue to pursue the promotion of premium level boxing events;
     4)   Pursue production  partnerships and joint ventures.  particularly with
          the Company's  ThunderBox series;
     5)   Pursue additional  sources of debt and equity financing to satisfy its
          current operating requirements; and
     6)   Continue to negotiate  with  existing  debt  holders to convert  their
          notes into equity.


FORWARD LOOKING STATEMENTS

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

                                       14
<PAGE>
ITEM 7. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

Index to Consolidated Financial Statements


<S>                                                                                      <C>

Cedric Kushner Promotions, Inc. and Subsidiaries                                         Page

Independent Auditors' Report - Marcum & Kliegman LLP............................          F-2

Independent Auditors' Report - BDO Seidman, LLP.................................          F-3

Consolidated Balance Sheet
    December 31, 2002 ..........................................................          F-4

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

Consolidated Statements of Stockholders' Deficiency - For the Years
    Ended December 31, 2002 and 2001............................................       F-6 - F-8

Consolidated Statements of Cash Flows - For the Years Ended
    December 31, 2002 and 2001     .............................................       F-9 - F-10

Notes to Consolidated Financial Statements......................................      F-11 - F-35
</TABLE>

                                      F-1
<PAGE>

INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
Cedric Kushner Promotions, Inc.
New York, New York


We have audited the  accompanying  consolidated  balance sheet of Cedric Kushner
Promotions,  Inc. and  Subsidiaries  (the "Company") as of December 31, 2002 and
the related consolidated statements of operations,  stockholders' deficiency and
cash flows for the year then ended. These consolidated  financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the  United  States of  America.  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  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the consolidated financial position of Cedric
Kushner  Promotions,  Inc.  and  Subsidiaries  at  December  31,  2002,  and the
consolidated  results of their operations and their  consolidated cash flows for
the year ended  December 31, 2002,  in  conformity  with  accounting  principles
generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
the Company  will  continue as a going  concern.  As  discussed in Note 3 to the
consolidated   financial  statements,   the  Company  has  incurred  significant
operating  losses for the year ended  December  31,  2002,  and has  significant
working capital and  stockholders'  deficiencies  that raise  substantial  doubt
about its ability to continue as a going concern.  Management's  plans regarding
those  matters  are  also  described  in  Note  3.  The  consolidated  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.





                         /s/  Marcum  &
                         Kliegman LLP



New York, NY
June 4, 2003

                                      F-2
<PAGE>

                          INDEPENDENT AUDITORS' REPORT


Board of Directors and Stockholders
Cedric Kushner Boxing, Inc.
Southampton, New York

We  have  audited  the  accompanying   consolidated  statements  of  operations,
stockholders'  deficiency  and cash flows of Cedric  Kushner  Boxing,  Inc.  and
Subsidiaries  for the year ended December 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 audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. 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 audit  provides a  reasonable  basis for our
opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the results of operations and cash flows of
Cedric Kushner  Boxing,  Inc. and  Subsidiaries  for the year ended December 31,
2001, in conformity with accounting  principles generally accepted in the United
States.

The accompanying  consolidated  financial statements have been prepared assuming
the Company  will  continue as a going  concern.  As  discussed in Note 3 to the
consolidated financial statements, the Company's significant operating losses in
2001, its working  capital and  stockholder  deficits at December 31, 2001, give
rise to  substantial  doubt about its  ability to  continue as a going  concern.
Management's  plans  regarding  those matters are also  described in Note 3. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.




                               /s/ BDO Seidman, LLP


New York, NY
April 30, 2002

                                      F-3
<PAGE>

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                            AS OF
                                                                        DECEMBER 31, 2002
                                            ASSETS
CURRENT ASSETS:
<S>                                                                          <C>
   Accounts receivable, net of allowance for doubtful accounts
   of $20,000 ......                                                     $      5,000
   Other current assets ..............................................         17,500
                                                                         -------------

        TOTAL CURRENT ASSETS .........................................         22,500
                                                                         -------------

PROPERTY AND EQUIPMENT, NET ..........................................         90,452

OTHER ASSETS:
   Prepaid signing bonuses, net ......................................         83,062
   Deferred finance cost, net ........................................         27,964
   Intangible assets, net ............................................      3,639,567
                                                                         -------------

        TOTAL ASSETS .................................................   $  3,863,545
                                                                         =============
                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
   Accounts payable ..................................................   $  2,708,630
   Reserve for litigation settlements ................................        778,741
   Bank overdraft ....................................................          7,572
   Due to stockholders ...............................................        143,449
   Current portion of notes payable - stockholders ...................        234,461
   Convertible debt, net of unamortized discount of $348,991 .........        506,509
   Current portion of notes and loans payable ........................      2,268,344
   Accrued expenses and other current liabilities ....................      1,270,931
   Customer advances .................................................        150,000
                                                                          -------------

        TOTAL CURRENT LIABILITIES ....................................      8,068,637
                                                                          -------------
LONG-TERM LIABILITIES:
    Notes payable - stockholders, less current portion ...............      2,180,983
    Notes and loans payable, less current portion ....................      1,137,342
                                                                          -------------
        TOTAL LONG-TERM LIABILITIES ..................................      3,318,325
                                                                          -------------
        TOTAL LIABILITIES ............................................     11,386,962

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY:
   Preferred stock, $.01 par value, authorized 5,000,000 shares
    Series A convertible, $.01 par value, authorized 500,000 shares, .          1,175
    117,500 shares issued and outstanding (liquidation preference
    of $352,500)
    Series B convertible, $.01 par value, 399,752 shares authorized, .          3,998
    issued and outstanding (liquidation preference of $2,430,000)
    Series C convertible redeemable, $.01 par value, 27,923 shares
    authorized, issued and outstanding
    (liquidation preference of $4,500,000)                                        279
    Series D, $.01 par value, 399,752 shares authorized, .............          3,998
    issued and outstanding (liquidation preference of $2,430,000)
   Common stock, $.01 par value, authorized 20,000,000 shares
    Class A, $.01 par value, 15,000,000 shares authorized, ...........        107,690
    10,768,991 shares issued and 10,648,707 shares outstanding
    Class B, $.01 par value, 5,000,000 shares authorized,
    -0- shares issued and outstanding ................................             --
    Class A Common Stock to be issued, 5,695,595 shares ..............      5,773,279
   Additional paid-in capital ........................................      8,540,367
   Accumulated deficit ...............................................    (17,947,246)
   Deferred consulting fees ..........................................     (2,770,242)
   Deferred signing bonuses ..........................................     (1,035,417)
   Treasury stock, at cost - 120,284 shares of Class A common stock ..       (201,298)
                                                                          ------------
        TOTAL STOCKHOLDERS' DEFICIENCY ...............................     (7,523,417)
                                                                          ------------
        TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY ...............   $  3,863,545
                                                                          ------------
</TABLE>
          See accompanying notes to consolidated financial statements.

                                       F-4
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                          FOR THE YEARS
                                                                                        ENDED DECEMBER 31,
                                                                                      2002              2001
                                                                               ------------------ -----------------
REVENUES
<S>                                                                                  <C>               <C>
   Boxing promotions                                                                 $13,678,363       $16,886,129
   Media                                                                               1,817,670                 -
                                                                               ------------------ -----------------
        TOTAL REVENUES                                                                15,496,033        16,886,129
                                                                               ------------------ -----------------
OPERATING COSTS AND EXPENSES
   Cost of revenues - boxing promotions                                               12,657,676        15,733,176
   Cost of revenues - media                                                            2,964,778                 -
   Selling, general and administrative                                                 3,010,717         1,674,823
   Amortization of signing bonuses                                                        59,979           368,554
   Amortization of intangible assets                                                     632,909                 -
   Depreciation and amortization of property and equipment                                49,791            43,353
   Compensatory element of stock and warrant
   issuances for selling, general and administrative expenses                          1,592,772                 -
   Loss on impairment of intangible assets                                             1,818,000                 -
   Loss on impairment of goodwill                                                      1,104,660                 -
                                                                               ------------------ -----------------
        TOTAL OPERATING COSTS AND EXPENSES                                            23,891,282        17,819,906
                                                                               ------------------ -----------------
        LOSS FROM OPERATIONS                                                          (8,395,249)         (933,777)
OTHER (EXPENSES) INCOME
   Litigation revenue, net of related expenses of $734,000                                     -         1,266,359
   Other income                                                                           17,040            11,190
   Interest expense - other                                                           (1,250,875)         (260,283)
   Interest expense - related parties                                                   (262,760)
   Financing costs paid in stocks and warrants                                        (1,091,751)                -
   Loss on disposal of property and equipment                                           (247,705)                -
   Interest income                                                                        11,285                 -
   Other expenses                                                                        (25,000)                -
                                                                               ------------------ -----------------
        TOTAL OTHER (EXPENSE) INCOME                                                  (2,849,766)        1,017,266
                                                                               ------------------ -----------------
NET (LOSS) INCOME                                                                   ($11,245,015)          $83,489
                                                                               ================== =================
Net (loss) income applicable to common stock:
Net (loss) income                                                                   ($11,245,015)          $83,489
Preferred stock dividends - Series A                                                     (30,994)                -
                                                                               ------------------ -----------------
Net (loss) income applicable to common stock                                        ($11,276,009)          $83,489
                                                                               ------------------ -----------------
NET (LOSS) INCOME PER COMMON SHARE (basic and diluted)                                    ($1.09)            $0.01
                                                                               ================== =================
PRO-FORMA NET (LOSS) INCOME PER COMMON SHARE (basic and diluted)
(See Note 2)                                                                              ($0.25)            $   -
                                                                               ================== =================
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
   Basic and diluted                                                                  10,301,240         8,442,992
                                                                               ================== =================
   Pro-forma basic and diluted (See Note 2)                                           44,747,331        39,975,200
                                                                               ================== =================
</TABLE>

       See accompanying notes to consolidated financial statements.

                                      F-5
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY

<TABLE>
<CAPTION>

                                            Preferred Stock        Preferred Stock        Preferred Stock
                                               Series A                Series B              Series C              Preferred Stock
                                             Convertible                  Convertible      Convertible Redeemable      Series D
                                             ---------------------------------------------------------------------------------------
                                                  Shares       Amount    Shares    Amount     Shares     Amount   Shares      Amount
                                             ---------------------------------------------------------------------------------------
<S>                                                   <C>          <C>       <C>       <C>       <C>         <C>      <C>        <C>
                  Balance, December 31, 2000            -         $  -         -       $ -         -        $ -       -          $-


 Accrued officer's compensation and rent                -           -         -         -          -          -        -           -
 Warrants issued in connection with debt                -           -         -         -          -          -        -           -
 Net income                                             -           -         -         -          -          -        -           -
                                             ---------------------------------------------------------------------------------------
                  Balance, December 31, 2001            -           -         -         -          -          -        -           -
 Acquisition of Big Content                             -           -         -         -          -          -        -           -
 Recapitalization of CKP                                                399,752     3,998     27,923        279        -           -
 Reverse merger with Zenascent                    135,000       1,350         -         -          -          -        -           -
 Recording of debt discount                             -           -         -         -          -          -        -           -
 Conversion of debt to common stock                     -           -         -         -          -          -        -           -
 Conversion of debt to common
 stock to be issued                                     -           -         -         -          -          -        -           -
 Interest charge assessed in connection
 with a change in terms of warrants
 originally issued with convertible debt                -           -         -         -          -          -        -           -
 Exercise of stock options                              -           -         -         -          -          -        -           -
 Issuance of common stock                               -           -         -         -          -          -        -           -
 to consultant for services
 Warrants issued for compensation                       -           -         -         -          -          -        -           -
 to an employee
 Issuance of common stock
 to consultant for services                             -           -         -         -          -          -        -           -
 Stock issued in connection
 of the purchase of Big Content                         -           -         -         -          -          -        -           -
 Conversion of preferred                                            -         -         -          -          -        -
 stock to common stock                            (17,500)       (175)
 Issuance of warrants with debt                         -           -         -         -          -          -        -           -
 Common stock issued for interest on debt               -           -         -         -          -          -        -           -
 Proceeds received from
 common stock to be issued                              -           -         -         -          -          -        -           -
 Issuance of common stock for
 professional services                                  -           -         -         -          -          -        -           -
 Warrants issued with convertible debt                  -           -         -         -          -          -        -           -
 Treasury shares previously cancelled                   -           -         -         -          -          -        -           -
 Acquisition of treasury stock                          -           -         -         -          -          -        -           -
 Treasury stock issued
 for professional services                              -           -         -         -          -          -        -           -
 Sale of treasury stock                                 -           -         -         -          -          -        -           -
 Common stock to be issued in connection
 with the purchase of a boxer's
 Exclusive Promotional Agreement                        -           -         -         -          -          -        -           -
 Correction to treasury shares                          -           -         -         -          -          -        -           -
 Issuance of prefered stock Series D                    -           -         -         -          -          -  399,752       3,998
 Amortization of deferred consulting fees               -           -         -         -          -          -        -           -
 Amortization of deferred signing bonus                 -           -         -         -          -          -        -           -
 Accrued dividends on preferred
 stock - Series A convertible                           -           -         -         -          -          -        -           -
                 Net (loss)                             -           -         -         -          -          -        -           -
                                             ---------------------------------------------------------------------------------------
                  Balance, December 31, 2002      117,500      $1,175   399,752    $3,998     27,923       $279  399,752      $3,998
                                             ---------------------------------------------------------------------------------------
</TABLE>

          See accompanying notes to consolidated financial statements.
                                      F-6
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (CONTINUED)

<TABLE>
<CAPTION>
                                                  Common Stock,            Common Stock,            Common Stock
                                                    Class A                $.01 Par value            to be Issued
                                             ----------------------------------------------------------------------------
                                                 Shares         Amount   Shares        Amount    Shares           Amount
<S>                                                <C>           <C>        <C>           <C>          <C>             <C>

                  Balance, December 31, 2000             -           -      1,000         $10            -             -

 Accrued officer's compensation and rent                 -           -          -           -            -             -
 Warrants issued in connection with debt                 -           -          -           -            -             -
 Net income                                              -           -          -           -            -             -
                                             ----------------------------------------------------------------------------
                  Balance, December 31, 2001             -           -      1,000          10            -             -
 Acquisition of Big Content                              -           -          -           -            -             -
 Recapitalization of CKP                                 -           -     (1,000)        (10)           -             -
 Reverse merger with Zenascent                  10,009,047     100,090          -           -            -             -
 Recording of debt discount                              -           -          -           -            -             -
 Conversion of debt to common stock                609,838       6,098          -           -            -             -
 Conversion of debt to common
 stock to be issued                                      -           -          -           -      458,765       458,765
 Interest charge assessed in connection
 with a change in terms of warrants
 originally issued with convertible debt                 -           -          -           -            -             -
 Exercise of stock options                          21,356         214          -           -            -             -
 Issuance of common stock
 to consultant for services                              -           -          -           -    2,631,580     3,236,843
 Warrants issued for compensation
 to an employee                                          -           -          -           -            -             -
 Issuance of common stock
 to consultant for services                              -           -          -           -      300,000       300,000
 Stock issued in connection
 of the purchase of Big Content                     63,750         638          -           -      236,250       236,250
 Conversion of preferred
 stock to common stock                             175,000       1,750          -           -            -             -
 Issuance of warrants with debt                          -           -          -           -            -             -
 Common stock issued for interest on debt           10,000         100          -           -            -             -
 Proceeds received from
 common stock to be issued                               -           -          -           -      169,000       114,300
 Issuance of common stock for
 professional services                               5,000          50          -           -            -             -
 Warrants issued with convertible debt                   -           -          -           -            -             -
 Treasury shares previously cancelled             (125,000)     (1,250)         -           -            -             -
 Acquisition of treasury stock                           -           -          -           -      400,000       404,000
 Treasury stock issued
 for professional services                               -           -          -           -            -             -
 Sale of treasury stock                                  -           -          -           -            -       (41,879)
 Common stock to be issued in connection
 with the purchase of a boxer's
 Exclusive Promotional Agreement                         -           -          -           -    1,500,000     1,065,000
 Correction to treasury shares                           -           -          -           -            -             -
 Issuance of prefered stock Series D                     -           -          -           -            -             -
 Amortization of deferred consulting fees                -           -          -           -            -             -
 Amortization of deferred signing bonus                  -           -          -           -            -             -
 Accrued dividends on preferred                          -           -          -           -            -             -
 stock - Series A convertible
                 Net (loss)                              -           -          -           -            -             -
                                             ----------------------------------------------------------------------------
                  Balance, December 31, 2002    10,768,991    $107,690          -   $       -    5,695,595    $5,773,279
                                             ----------------------------------------------------------------------------
</TABLE>

         See accompanying notes to consolidated financial statements.

                                       F-7
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY (CONTINUED)

<TABLE>
<CAPTION>
                                         Additional                  Deferred     Deferred    Treasury Stock             Total
                                          Paid in     Accumulated   Consulting     Signing     (at cost)              Stockholders'
                                           Capital       Deficit       Fees        Bonuses      Shares       Amount    Deficiency
                                      ----------------------------------------------------------------------------------------------
<S>                                              <C>           <C>        <C>           <C>          <C>        <C>           <C>

           Balance, December 31, 2000    $ 3,997,864   ($6,754,726)         $ -          $ -       571         $ -     $ (2,756,852)

 Accrued officer's compensation and rent     195,000           -              -            -         -           -          195,000
 Warrants issued in connection with debt     595,000           -              -            -         -           -          595,000
 Net income                                        -        83,489            -            -         -           -           83,489
                                      ----------------------------------------------------------------------------------------------
           Balance, December 31, 2001      4,787,864    (6,671,237)           -            -       571           -      ($1,883,363)
 Acquisition of Big Content                4,079,699             -            -            -       (30)          -        4,079,699
 Recapitalization of CKP                      (4,267)            -            -            -         -           -                -
 Reverse merger with Zenascent            (2,644,040)            -            -            -   293,960    (251,848)      (2,794,448)
 Recording of debt discount                  894,500             -            -            -         -           -          894,500
 Conversion of debt to common stock          577,299             -            -            -         -           -          583,397
 Conversion of debt to common
 stock to be issued                                -             -            -            -         -           -          458,765
 Interest charge assessed in connection
 with a change in terms of warrants
 originally issued with convertible debt     125,339             -            -            -         -           -          125,339
 Exercise of stock options                      (214)            -            -            -         -           -                -
 Issuance of common stock
 to consultant for services                        -             -   (3,236,843)           -         -           -                -
 Warrants issued for compensation
 to an employee                              397,500             -                         -         -           -          397,500
 Issuance of common stock
 to consultant for services                        -             -     (300,000)           -         -           -                -
 Stock issued in connection
 of the purchase of Big Content               63,112             -            -            -         -           -          300,000
 Conversion of preferred
 stock to common stock                        (1,575)            -            -            -         -           -                -
 Issuance of warrants with debt               90,098             -            -            -         -           -           90,098
 Common stock issued for interest on debt      9,900             -            -            -         -           -           10,000
 Proceeds received from
 common stock to be issued                         -             -            -            -         -           -          114,300
 Issuance of common stock for
 professional services                         4,950             -            -            -         -           -            5,000
 Warrants issued with convertible debt       213,500             -            -            -         -           -          213,500
 Treasury shares previously cancelled        (49,300)            -            -            -  (175,000)     50,550                -
 Acquisition of treasury stock                     -             -            -            -   200,000    (202,000)         202,000
 Treasury stock issued
 for professional services                         -             -            -            -   (40,000)     40,400           40,400
 Sale of treasury stock                            -             -            -            -  (160,000)    161,600          119,721
 Common stock to be issued in connection
 with the purchase of a boxer's
 Exclusive Promotional Agreement                   -             -            -   (1,065,000)        -           -                -
 Correction to treasury shares                     -             -            -            -       783           -                -
 Issuance of prefered stock Series D          (3,998)            -            -            -         -           -                -
 Amortization of deferred consulting fees          -             -      766,601                                             766,601
 Amortization of deferred signing bonus            -             -            -       29,583         -           -           29,583
 Accrued dividends on preferred                    -       (30,994)           -            -         -           -          (30,994)
 stock - Series A convertible
              Net (loss)                           -   (11,245,015)           -            -         -           -      (11,245,015)
                                      ----------------------------------------------------------------------------------------------
            Balance, December 31, 2002    $ 8,540,367  ($17,947,246) $(2,770,242) ($1,035,417)  120,284   ($201,298)    ($7,523,417)
                                      ----------------------------------------------------------------------------------------------
</TABLE>

       See accompanying notes to consolidated financial statements.

                                       F-8
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                       FOR THE YEARS ENDED DECEMBER 31,
                                                                                          2002                  2001
                                                                                  --------------------- ---------------------
 CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                       <C>                        <C>
   Net  (loss) income                                                                     ($11,245,015)              $83,489
  Adjustments to reconcile net (loss) income to net cash
  (used in) provided by operating activities:
  Depreciation and amortization                                                                742,679               411,907
  Loss on disposal of property and equipment                                                   247,705                     -
  Provision for losses on accounts receivable                                                   88,383                21,387
  Compensatory element of stock and warrant issuances                                        1,592,772                     -
  for selling, general and administrative expenses
  Financing costs paid in stocks and warrants                                                1,091,751                     -
  Amortization of debt discount                                                                534,081                72,343
  Loss on impairment of intangible assets                                                    1,818,000                     -
  Loss on impairment of goodwill                                                             1,104,660                     -
  Write-off of pre-paid merger costs                                                           257,812                     -
  Non-cash officer's compensation and rent                                                           -               195,000
  Decrease (increase) in operating assets:
     Accounts receivable                                                                       561,620              (491,922)
     Miscellaneous receivables and other current assets                                        265,408              (402,908)
    Other assets                                                                                42,500                     -
  Increase (decrease) in operating liabilities:
    Accounts payable                                                                           735,743              (286,081)
    Reserve for litigation settlements                                                       1,342,972               434,787
    Deferred revenues                                                                         (445,333)              112,692
    Accrued expenses and other current liabilities                                             267,829               226,365
    Customer advances                                                                          150,000                     -
                                                                                  --------------------- ---------------------
 NET CASH  (USED IN) PROVIDED BY OPERATING  ACTIVITIES                                        (846,433)              377,059
                                                                                  --------------------- ---------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                                                          (11,665)              (30,176)
  Cash received in reverse merger with Zenascent                                                 1,744                     -
  Collection of notes receivable                                                               250,000                     -
  Purchase of intangibles                                                                      (40,000)              (62,500)
  Payment for prepaid merger costs                                                                   -              (257,812)
  Expenditures for prepaid signing bonuses                                                    (110,958)             (262,000)
  Advances to related party                                                                          -              (556,084)
  Payments for purchase of Big Content                                                      (1,151,519)                    -
                                                                                  --------------------- ---------------------
         NET CASH USED IN INVESTING ACTIVITIES                                              (1,062,398)           (1,168,572)
                                                                                  --------------------- ---------------------
 CASH FLOWS FROM FINANCING ACTIVITIES:
  Advances from stockholder                                                                          -               141,658
  Proceeds from notes payable - stockholders                                                 1,292,357                     -
  Repayment of notes payable - stockholders                                                   (450,300)                    -
  Proceeds from notes and loans payable                                                      2,282,800               361,500
  Repayment of notes and loans payable                                                      (2,152,868)                    -
  Repayment of due to stockholders                                                             (44,230)                    -
  Bank overdraft                                                                                 7,572                     -
  Proceeds from common stock to be issued                                                      114,300                     -
  Proceeds from sale of treasury stock                                                         119,721                     -
  Costs in connection with convertible debt                                                    (68,440)                    -
  Repayment of loans payable                                                                         -               (25,000)
  Proceeds from convertible debt                                                               895,500               595,000
  Repayment of convertible debt                                                               (150,000)                    -
  Proceeds from long-term debt                                                                       -               135,500
  Repayment of long-term debt                                                                        -              (347,493)
                                                                                  --------------------- ---------------------
         NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                                 1,846,412               861,165
                                                                                  --------------------- ---------------------
 NET (DECREASE) INCREASE IN CASH                                                               (62,419)               69,652
 CASH, BEGINNING OF YEAR                                                                        62,419                (7,233)
                                                                                  --------------------- ---------------------
 CASH, END OF YEAR                                                                $                  -               $62,419
                                                                                  ===================== =====================
</TABLE>

        See accompanying notes to consolidated financial statements.

                                      F-9
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
 Supplemental Disclosures of Cash Flow Information
                                                                                     FOR THE YEARS ENDED DECEMBER 31,
                                                                                           2002                 2001
<S>                                                                                     <C>                 <C>
 Cash paid during the year for:
   Interest ..........................................................................   $   794,025    $   109,583

 Non-cash investing and financing activities:
   Recording of debt discount ........................................................   $   894,500    $   595,000
   Conversion of debt to common stock ................................................   $      --      $   140,000
   Conversion of line of credit into a note payable ..................................   $   248,270    $      --
   Assumption of note payable in connection with .....................................   $      --
   consulting agreement related to reverse merger ....................................   $ 1,448,932
   Conversion of convertible debt to common stock ....................................   $   565,000    $      --
   Conversion of Series A preferred stock to common stock ............................   $     1,750    $      --
   Issuance of Series D Preferred Stock ..............................................   $     3,998    $      --
   Treasury shares previously cancelled ..............................................   $    50,550    $      --
   Common stock issued in lieu of interest ...........................................   $    10,000    $      --
   Common stock issued  in connection with the purchase ..............................   $ 1,065,000    $      --
   of a boxer's Exclusive Promotion Agreement
   Exercise of stock options .........................................................   $       214    $      --
   Offset of note receivable on Zenascent against note payable on the Company ........   $   296,500    $      --
   Offset of advances to related party on the Company ................................   $   698,782    $      --
   against due to the Company on Big Content
   Conversion of converible debt and accrued .........................................   $   458,765    $      --
   interest to common stock to be issued
   Conversion of accrued interest into notes payable .................................   $    93,737    $      --
   Conversion of reserves for litigation settlements to notes payable.................   $ 1,135,359    $      --
   Conversion of accrued interest - stockholder into note payable - stockholder ......   $   124,455    $      --
   Reclassification of loans payable to accrued expenses and other current liabilities   $   395,000    $      --
   Accrued dividends on Series A Preferred Stock .....................................   $    30,994    $      --
   Acquisition of treasury stock for common stock to be issued .......................   $   202,000    $      --

 Assets acquired and liabilities assumed in connection
 with acquisition of Big Content in March 2002 (See Note 4):
   Intangibles .......................................................................   $ 7,052,160
   Prepaid expenses ..................................................................       130,000
   Property and equipment ............................................................       164,533
   Other assets ......................................................................        42,500
   Liabilities .......................................................................      (459,193)
   Prior year cash advances to Big Content offset ....................................      (698,782)
   against due to  the Company on Big Content
   Note payable ......................................................................    (1,000,000)
   Common stock issued ...............................................................    (4,079,699)
                                                                                         ------------
    Cash paid during 2002, including transaction costs of $50,000 ....................   $ 1,151,519
                                                                                         ============
</TABLE>

  See accompanying notes to consolidatedfinancial statements.

                                      F-10
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Description of Business

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

CKP, formed in 1974 by promoter Cedric Kushner,  originally  achieved prominence
in the field of rock-'n-roll music and is now an active promoter of championship
bouts worldwide. In addition to its North American business, CKP promotes boxing
in  Europe  and  Africa.  CKP  packages  premier  boxing  shows  for the  global
television  marketplace,  through its television  arm, the Cedric Kushner Sports
Network ("CKSN") and as of March 15, 2002 (See Note 4), Big Content,  Inc. ("Big
Content").

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

On April 30, 2002 the Company  consummated its Agreement and Plan of Merger with
Zenascent,  Inc.  ("Zenascent"),  Cedric Kushner Boxing,  Inc. ("CKB"),  and the
stockholders  of CKB (See Note 4).  Zenascent was previously an inactive  public
company  shell.  As a result of this reverse  merger,  CKB became a wholly-owned
subsidiary  of the  Company.  The reverse  acquisition  was  accounted  for as a
recapitalization.  The financial  statements are those of Cedric Kushner Boxing,
Inc. and Subsidiaries prior to the date of the merger.


Note 2. Summary of Significant Accounting Policies

Principles of Consolidation

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

Cash

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

Accounts Receivable

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

Prepaid Signing Bonuses

Prepaid  signing  bonuses are carried at cost,  less  accumulated  amortization.
Amortization  is on a  straight-line  basis  over  the  terms  of  each  boxer's
respective contract.

Revenue Recognition

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

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

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

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

                                      F-11
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 2. Summary of Significant Accounting Policies, continued:

Deferred Finance Costs

Deferred  finance costs are carried at cost, less  accumulated  amortization and
are amortized over the life of the related convertible debt agreements.

Property and Equipment

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

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

Impairment of Long-Lived Assets

The Company  periodically  assesses the  recoverability  of  long-lived  assets,
including  intangible  assets  and  property  and  equipment,   when  there  are
indicators of potential  impairment,  based upon estimates of discounted  future
cash flows.  The amount of the impairment is calculated by comparing  discounted
future cash flows with the carrying  value of the related  asset.  In performing
this analysis,  management considers such factors as current results, trends and
prospects in addition to other economic factors.

Intangible Assets

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

ThunderBox   trademarks  and  related   contractual   relationships  along  with
Heavyweight   Explosion  Series  ("HWE")  trademarks  and  related   contractual
relationships  represent intangible assets related to the Company's media assets
acquired as part of the Big Content  acquisition (See Note 4) are amortized over
their estimated useful lives of 10 years,  utilizing the  straight-line  method.
Video and television  libraries acquired through the Big Content acquisition are
amortized  over  their  estimated  useful  lives  of  5  years,   utilizing  the
straight-line method.

Advertising Costs

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

Income Taxes

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

Use Of Estimates

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting  period.  Actual results could differ from those estimates.
Significant  estimates  relate  primarily  to the useful  lives and  testing for
impairment of  intangible  assets and,  valuation  allowances  recorded  against
deferred tax assets.


                                     F-12
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2. Summary of Significant Accounting Policies, continued:

Fair Value Of Financial Instruments

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

Business Segment

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

Recently Issued Accounting Pronouncements

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

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

An  intangible  asset  with an  indefinite  useful  life  should be  tested  for
impairment  in  accordance  with the guidance in SFAS No. 142.  SFAS No. 142 was
required  to be  applied in 2002 to all  goodwill  and other  intangible  assets
recognized  at  that  date,  regardless  of when  those  assets  were  initially
recognized.  SFAS No. 142 also  requires the Company to complete a  transitional
goodwill  impairment  test  within six  months  from the date of  adoption.  The
Company  was also  required  to reassess  the useful  lives of other  intangible
assets  within the first  interim  quarter  after  adoption of SFAS No. 142. The
Company's  adoption  of SFAS No.  142 did not have a  significant  impact on its
consolidated financial position and results of operations (See Note 7).

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

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

                                      F-13
<PAGE>

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 2. Summary of Significant Accounting Policies, continued:

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

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

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

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

                                      F-14
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Stock Options and Warrants and Similar Equity Instruments

At December  31, 2002,  the Company has two  stock-based  employee  compensation
plans,  which are more fully  described in Note 13. As permitted  under SFAS No.
148, the Company has elected to continue to follow the intrinsic value method of
accounting for its stock-based employee compensation  arrangements as defined by
APB 25  and  related  interpretations  including  FASB  Interpretation  No.  44,
"Accounting  for  Certain  Transactions   Involving  Stock   Compensation",   an
interpretation of APB 25.

The following table illustrates the effect on net loss and loss per share if the
Company  had applied the fair value  recognition  provisions  of SFAS No. 123 to
stock-based compensation:


<TABLE>
<CAPTION>
                                                                                     Years Ended December 31,
                                                                                     2002                2001
                                                                                ---------------     ----------------
<S>                                                                               <C>                       <C>
Net (loss) income, applicable to common stock, as reported                        ($11,276,009)             $83,489
Add: Total stock-based employee compensation                                           397,500                    -
included in net loss, net of related tax effects
Deduct: Total stock-based employee compensation expense determined                    (831,388)                   -
 under fair value-based method for all awards net of related tax effects
                                                                                ---------------     ----------------

Pro-forma net (loss) income                                                       ($11,709,897)             $83,489
                                                                                ===============     ================
Basic and diluted net (loss) income per share - as reported                             ($1.09)               $0.01
                                                                                ===============     ================
Basic and diluted net (loss) income per share - as adjusted for SFAS No. 148            ($1.14)               $0.01
                                                                                ===============     ================

Pro-forma basic and diluted net (loss) income per share - as reported                   ($0.25)              $    -
                                                                                ===============     ================
Pro-forma basic and diluted net (loss) income per share -
as adjusted for SFAS No. 148                                                            ($0.26)              $    -
                                                                                ===============     ================
</TABLE>

Note 2. Summary of Significant Accounting Policies, continued:
Stock Options and Warrants and Similar Equity Instruments, continued:

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

                                                            2002  2001
                           Expected life (years)               5   --
                           Interest rate                       3%  --
                           Annual rate of dividends            0%  --
                           Volatility                         50%  --

The  weighted  average  fair value of the options at the date of grant using the
fair value based method during 2002 was estimated at $.67.

Earning (loss) per share

Basic and diluted  earnings  (loss) per share
Basic earnings  (loss) per share is computed based by dividing net income (loss)
by the weighted average number of shares of common stock outstanding  during the
period.  The common stock issued and outstanding  with respect to the pre-merger
Zenascent stockholders has been included since January 1, 2001.

Diluted  earnings (loss) per share reflects the amount of earnings  available to
each share of common  stock  outstanding  during the  reporting  period,  giving
effect to all  potentially  dilutive  shares of common stock from the  potential
exercise of stock options and warrants. Options, warrants,  convertible debt and
preferred stock to purchase approximately  9,885,000 shares of common stock were
outstanding  at December  31, 2002 but were not included in the  computation  of
diluted  loss per  share  due to the  options,  warrants,  convertible  debt and
preferred stock being antidilutive.


                                    F-15
<PAGE>

             CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Pro-forma basic and diluted  earnings (loss) per share

The  Company  had  5,695,595  shares  of Class A common  stock to be  issued  at
December  31,  2002  (which  will be  issued  upon  amendment  of the  Company's
certificate  of  incorporation  to allow the  issuance of the shares) and -0- at
December  31,  2001.  In  addition,  the Company had 399,752  shares of Series B
Convertible  Preferred  Stock  outstanding  at  December  31, 2002 that are each
convertible  into 50 shares (as amended on September  30, 2002 from a conversion
rate of 1 to 100) of the  Company's  Class A  common  stock  at any  time at the
option of the holders,  or  automatically  upon  ratification  by the  Company's
stockholders of an increase in the amount of authorized shares. Since management
and the Board of Directors  control  sufficient votes to approve the increase in
the number of authorized  shares,  the Company has included  common shares to be
issued and  Series B  Convertible  Preferred  Stock in the  pro-forma  basic and
diluted  earnings (loss) per share  calculation for the years ended December 31,
2002 and 2001 from the date the  Company was  obligated  to issue the shares and
from January 1, 2001 for the Series B Convertible  Preferred Stock. In addition,
the Series A Preferred  Stock was  included in the  pro-forma  basic and diluted
loss per share calculation for the period from October 16, 2002 (the date of the
amendment of certain  provisions  of the Series A Preferred  Stock whereby these
shares can be converted into the Company's Class A common stock so long as there
exists  sufficient  authorized common stock to effect such conversion - See Note
13).  The common  stock issued and  outstanding  with respect to the  pre-merger
Zenascent  stockholders  has been  included in the  pro-forma  basic and diluted
earning (loss) per share since April 30, 2002, the effective date of the reverse
merger. The effect of the recapitalization (See Reverse Merger in Note 4) on the
Company's  stockholders has been given retroactive  application in the pro-forma
earnings (loss) per share calculation.

Pro-forma  diluted  earnings  (loss) per share  reflects  the amount of earnings
available to each share of common stock outstanding during the reporting period,
giving  effect to all  potentially  dilutive  shares of  common  stock  from the
potential exercise of stock options and warrants. Options, warrants, convertible
debt and preferred stock to purchase  approximately  9,885,000  shares of common
stock  were  outstanding  at  December  31,  2002 but were not  included  in the
computation  of pro-forma  diluted loss per share due to the options,  warrants,
convertible debt and preferred stock being antidilutive.

Reclassifications

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

Note 3. Going Concern

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

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



                                      F-16

<PAGE>

             CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 3. Going Concern, continued:

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

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

In addition,  the Company has  developed a plan to address  liquidity in several
ways, namely:

1) Continue to reduce operating costs;
2) Increase revenue by refocusing on existing properties and expand revenue
   base. The Company is in the process of launching an advertising sales
   initiative in Europe and expanding sponsorship sales in the United States;
3) Continue to pursue the promotion of premium level boxing events;
4) Pursue production partnerships and joint ventures, particularly with the
   Company's ThunderBox series;
5) Pursue additional sources of debt and equity financing to satisfy its current
   operating requirements; and
6) Continue to negotiate with existing debt holders to convert their notes into
   equity.

Note 4. Business Acquisition and Reverse Merger

Business Acquisition - Big Content

On March 15, 2002, the Company  completed the  acquisition of a 100% interest in
Big Content, a company engaged in the business of acquiring,  adapting, selling,
licensing and  marketing  boxing-related  programming,  whether in film or other
media. Big Content constitutes the Company's media segment.

The total purchase price of approximately  $6,930,000 consisted of approximately
$4,079,000 of the Company's common stock,  representing  approximately 30 shares
of the then  closely-held CKB (exchanged for 27,923 shares of Series C Preferred
Stock in  conjunction  with the  Reverse  Merger),  $1,000,000  in the form of a
promissory note, cash advances to Big Content through March 15, 2002 aggregating
approximately  $1,801,000 and direct transaction costs of $50,000.  There was no
readily available market value for the Company's common stock and, thus, a value
of  approximately  $4,079,000  was ascribed as the estimated fair value based on
the fair value of the  assets  acquired  determined  with the  assistance  of an
independent appraiser.  The results of operations of Big Content are included in
the consolidated financial statements commencing March 15, 2002.


                                      F-17

<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4. Business Acquisition and Reverse Merger, continued:

Business Acquisition - Big Content, continued:

The  allocation  of the purchase  price of the assets  acquired and  liabilities
assumed  based  on the fair  value  as  determined  with  the  assistance  of an
independent appraisal of Big Content was as follows:
<TABLE>
<CAPTION>

<S>                                                                                           <C>
Intangible Asset - Video library                                                              $1,190,000
Intangible Asset - Heavyweight Explosion                                                       2,000,000
Intangible Asset - ThunderBox services                                                         2,800,000
Goodwill                                                                                       1,062,160
Other assets                                                                                      42,500
Property and equipment                                                                           164,533
Prepaid expenses                                                                                 130,000
Liabilities                                                                                     (459,193)
                                                                                         -----------------
                                                                                               $6,930,000
                                                                                         =================
</TABLE>

The following unaudited pro forma information presents a summary of the results
of operations of the Company, assuming the acquisition of Big Content occurred
on January 1, 2001:
<TABLE>
<CAPTION>
                                                                                                   For The Years
                                                                                                 Ended December 31,
                                                                                         -----------------------------------
                                                                                               2002              2001
<S>                                                                                          <C>                <C>

 Revenues                                                                                     $15,549,423       $18,706,353
                                                                                       =================  ================
 Net loss applicable to common stock                                                         ($12,440,270)      ($1,299,593)
                                                                                         =================  ================
 Basic and diluted net loss per common share                                                       ($1.21)           ($0.15)
                                                                                         =================  ================
 Basic and diluted weighted average number of common shares outstanding                        10,301,240         8,442,992
                                                                                         =================  ================
 Pro-forma basic and diluted net loss per common share                                             ($0.28)           ($0.03)
                                                                                         =================  ================
 Pro-forma basic and diluted weighted average number of common shares outstanding              44,747,331        39,975,200
                                                                                         =================  ================
</TABLE>

Reverse Merger

On April 30, 2002 the Company consummated its Agreement and Plan of Merger with
Zenascent, Inc. ("Zenascent"), Cedric Kushner Boxing, Inc. ("CKB"), and the
stockholders of CKB. Zenascent was previously an inactive public company shell.
As a result of this reverse merger, CKB became a wholly-owned subsidiary of the
Company. As consideration for the reverse merger, Zenascent issued to CKB's
stockholders 399,752 shares of Zenascent's Series B Preferred Stock, initially
convertible into approximately 39,975,200 shares of Zenascent's Common Stock. In
addition, as consideration for the reverse merger, Zenascent issued to the
former Big Content stockholders 27,923 shares of Zenascent's Series C Preferred
Stock, convertible into approximately 2,792,300 shares of Zenascent's Common
Stock along with a warrant to purchase 1,000,000 shares of Zenascent's common
stock and entered into a consulting agreement with one of the former Big Content
stockholders in exchange for 30 shares of CKB stock. The holders of shares of
Series B Preferred Stock and Series C Preferred Stock are entitled to 100 votes
per share of Preferred Stock. CKB's stockholders have voting control of
Zenascent and, thus, the merger was accounted for as a reverse merger. The
acquisition of Zenascent has been recorded based on the fair value of
Zenascent's net liabilities, which amounted to approximately $2,794,000. The
reverse acquisition was accounted for as a recapitalization. The financial
statements are those of Cedric Kushner Boxing, Inc. and Subsidiaries prior to
the date of the merger.

                                      F-18
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4. Business Acquisition and Reverse Merger, continued:
Reverse Merger, continued:

The warrant was initially exercisable  immediately at an exercise price of $1.24
per share and could be exercised through a cashless  exercise,  at the option of
the holder.  On September 10, 2002,  the Company  executed an agreement to amend
the  terms of the  warrant  agreement.  The total  number  of  shares  under the
original  agreement was reduced from 1,000,000 to 500,000 and the exercise price
was reduced from $1.24 per share to $.62 per share. The warrant expires on April
30,  2007.  The value of the warrant was  accounted  for as part of the purchase
price of the  acquisition.  Additionally,  the Company entered into a consulting
agreement with one of CKB's  stockholders  whereby the stockholder will receive,
at a minimum,  $5,000  per week for ten years.  The  consulting  agreement  also
entitled the stockholder to 10% of net profit, as defined in the agreement,  for
events  generating total revenues in excess of $500,000,  20% of net profit from
sales  related to the  acquired  video  library  and 15% of net  proceeds of any
qualified  financing,  as  defined  in the  agreement,  to be used to redeem the
stockholder's Series C Convertible Preferred stock at a share price equal to the
liquidation preference value per share. The Company, however, had the ability to
terminate the consulting  agreement  after covered  payments,  as defined in the
agreement,  of  $4,300,000  were made no later than March 25, 2005 or $5,300,000
were made no later  than March 25,  2012.  As such,  the  Company  recorded  the
minimum  payments  pursuant to the consulting  agreement as additional  purchase
consideration  at a  present  value of  approximately  $1,449,000  as of the Big
Content merger date of March 15, 2002, using an imputed interest rate of 15% per
annum.

The Series C  Convertible  Redeemable  Preferred  stockholders,  pursuant  to an
agreement dated May 20, 2003, permanently waived the redemption provisions.  The
original terms of the Series C Convertible Preferred stock would have required a
balance sheet classification outside of the equity section.  However, due to the
waiving of the redemption  provisions  prior to the issuance of the consolidated
financial  statements the Company has reflected the Series C Preferred  stock as
equity similar to the accounting  required under SFAS No. 6  "Classification  of
Short-Term Obligations Expected to be Refinanced".

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

Note 5. Prepaid Signing Bonuses, Net

In 2002,  the Company  paid  approximately  $141,000 in signing  bonuses and the
amortization  of all  bonuses  for  2002  and 2001  was  $59,979  and  $368,554,
respectively.  Prepaid  signing  bonuses,  net,  consisted  of the  following at
December 31, 2002:

                                                              Contract Period

Prepaid signing bonuses                           $110,854        2-3 years

Less: accumulated amortization                     (27,792)
                                                  ---------

Prepaid signing bonuses, Net                      $ 83,062
                                                  =========

Note 6. Property And Equipment, Net

Property and equipment, net, consisted of the following at December 31, 2002:
<TABLE>
<CAPTION>
                                                                                 Useful Lives
<S>                                                              <C>                <C>
Office equipment                                                $ 23,291            5-7 years
Furniture and fixtures                                            49,705            5-7 years
Automobile                                                        51,726             5 years
Set and ring costs                                                67,514             5 years
Website development costs                                         55,000             3 years
                                                               ----------
                                                                $247,236
Less: accumulated depreciation and amortization                 (156,784)
                                                               ----------
Property and Equipment, Net                                     $ 90,452
                                                               ==========
</TABLE>

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

                                      F-19
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7.  Goodwill

As a result of the significant  losses incurred by the Company since the date of
the  acquisition  of Big Content,  an  impairment  analysis was performed of the
Company's  goodwill in accordance with SFAS No. 142. The fair value of the media
assets was  determined  by  calculating  the present  value of estimated  future
operating  cash  flows.  This  testing  resulted in the  determination  that the
carrying amount of the Company's  goodwill at December 31, 2002,  related to its
acquisition of Big Content exceeded its fair value.  Accordingly,  in the fourth
quarter of 2002, the Company  recorded  impairment  charges of $1,104,660 on its
goodwill. The impairment relates entirely to the Media segment.

Changes in the carrying amount of goodwill consisted of the following during the
year ended December 31, 2002:
<TABLE>
<CAPTION>
                                Balance as of December
 Goodwill                          31, 2001              Acquired in 2002  Impairment in 2002   December 31, 2002
-----------------               -----------------------  -----------------  -----------------    ------------------
<S>                                             <C>              <C>           <C>               <C>
 Other                                          $42,500                       ($42,500)          -
 Goodwill related to                                         $1,062,160     (1,062,160)          -
 acquisition of Big Content
                                -----------------------  -----------------  -----------------    ------------------
                                                $42,500      $1,062,160     ($1,104,660)         -
                                =======================  =================  =================    ==================
</TABLE>

Note 8.   Intangible Assets, Net

As a result of the significant  losses incurred by the Company since the date of
the  acquisition  of Big Content,  an  impairment  analysis was performed of the
Company's  intangible  assets in accordance with SFAS No. 144. The fair value of
the media assets was  determined by  calculating  the present value of estimated
future operating cash flows. This testing resulted in the determination that the
carrying amount of the Company's intangible assets at December 31, 2002 exceeded
its fair value. Accordingly, in the fourth quarter of 2002, the Company recorded
impairment charges of $1,818,000 on its intangible assets.

The changes in the carrying  amount of  intangible  assets during the year ended
December 31, 2002 were as follows:

<TABLE>
<CAPTION>
                                          Balance as of                                   Balance as of
 Intangible assets             Estimated  December 31       Acquired      Impairment       December        Accumulatedt
 subject to amortization:      Life          2001            in 2002        in 2002          2002            Amortization   Net
                              ------------------------------------------------------------------------------------------------------
<S>                               <C>      <C>                 <C>         <C>                <C>              <C>          <C>
 Acquired video library           5      $            -      $1,190,000  $                - $1,190,000       ($189,748)   $1,000,252
 ThunderBox Trademarks                                -       2,800,000     (1,577,000)      1,223,000        (223,233)      999,767
 and contractual relationships    10
 HWE Trademarks                                       -       2,000,000       (241,000)      1,759,000        (159,452)    1,599,548
 and contractual relationships    10
 Other                            1              20,000               -              -          20,000         (20,000)            -
 Acquired European
 Media Rights                     7                   -          40,000              -          40,000               -        40,000
                                        --------------------------------------------------------------------------------------------
                                         $       20,000      $6,030,000    ($1,818,000)     $4,232,000       ($592,433)   $3,639,567
                                        ============================================================================================
</TABLE>
Amortization  expense of intangible  assets was $632,909 and $ -0- for the years
ended  December  31,  2002  and  2001,   respectively.   The  weighted   average
amortization period for intangible assets is 7.6 years.

                                      F-20
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 8.   Intangible Assets, Net, continued:

Amortization expense of intangible assets expected for the next five years is as
follows:
<TABLE>
<CAPTION>

 Amoritzation expense       Estimated Life     2003            2004            2005           2006          2007

 of Intangible Assets
---------------------------------------------------------------------------------------------------------------------
<S>                               <C>          <C>             <C>            <C>             <C>            <C>
 Acquired video library           5            $238,000        $238,000       $238,000        $238,000       $48,252
 ThunderBox Trademarks            10            122,300         122,300        122,300         122,300       122,300
 and contractual relationships
 HWE Trademarks                   10            175,900         175,900        175,900         175,900       175,900
 and contractual relationships
 Acquired European                7               5,714           5,714          5,714           5,714         5,714
 Media Rights
                                          ---------------------------------------------------------------------------

                                               $541,914        $541,914       $541,914        $541,914      $352,166
                                          ===========================================================================
</TABLE>




Note 9. Segment Data

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

The Company's reportable segments are strategic business units that offer
different outputs. The following tables present information about the Company's
business segments for the year ended December 31, 2002:
<TABLE>
<CAPTION>
                                 For the year ended December 31, 2002
                                                                 ------------------------------------------------------------------
                                                                     Boxing promotions             Media               Total
                                                                 ------------------------------------------------------------------
<S>                                                                            <C>                   <C>               <C>
Net revenue from external customers                                            $13,678,363           $1,817,670        $15,496,033
Operating loss                                                                  $3,760,277           $4,634,972         $8,395,249
Amortization of signing bonuses                                                    $59,979                    -            $59,979
Amortization of intangible assets                                                        -             $632,909           $632,909
Depreciation and amortization of property and equipment                                  -              $49,791            $49,791
Compensatory element of stock and warrant issuances for
selling, general and administrative expenses                                    $1,592,772                    -         $1,592,772
Loss on impairment of intangible assets                                                  -           $1,818,000         $1,818,000
Loss on impairment of goodwill                                                           -           $1,104,660         $1,104,660
Interest expense - other                                                          $455,201             $795,674         $1,250,875
Interest expense - related parties                                                $118,150             $144,610           $262,760
Interest income                                                                    $11,285                    -            $11,285

Total identifiable assets                                                         $164,270           $3,699,275         $3,863,545
Capital expenditures for property and equipment                                    $11,665                    -            $11,665
Capital expenditures for intangible assets                                               -              $40,000            $40,000

</TABLE>

                                      F-21
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 9. Segment Data, continued:

The following tables present  information about the Company's  business segments
for the year ended December 31, 2001:

<TABLE>
<CAPTION>
                                                                      For the year ended December 31, 2001
                                                                 ------------------------------------------------------------------
                                                                     Boxing promotions            Media               Total
                                                                 ------------------------------------------------------------------
<S>                                                                            <C>                                     <C>
Net revenue from external customers                                            $16,886,129                    -        $16,886,129
Operating loss                                                                    $933,777                    -           $933,777
Amortization of signing bonuses                                                   $368,554                    -           $368,554
Depreciation and amortization of property and equipment                            $43,353                    -            $43,353
Interest expense - other                                                          $260,283                    -           $260,283

Total identifiable assets                                                       $2,353,674                    -         $2,353,674
Capital expenditures for property and equipment                                    $30,176                    -            $30,176
Capital expenditures for intangible assets                                         $62,500                    -            $62,500
</TABLE>

Foreign revenue disclosure

The Company had revenues  from foreign  sources in the amounts of  approximately
$1,562,000  and  $1,610,000  for the years  ended  December  31,  2002 and 2001,
respectively.  This foreign source revenue accounted for 10.1% and 9.5% of total
revenues for the years ended December 31, 2002 and 2001,  respectively.  Foreign
source revenue is determined by the country in which the fight is broadcast.

Reconciliation of reportable segment operating loss to consolidated net loss

A  reconciliation  of  reportable   segment  operating  loss  to  the  Company's
consolidated  net  loss  for the  years  ended  December  31 2002 and 2001 is as
follows:

<TABLE>
<CAPTION>
                                                                             Years Ended December 31,
                                                                 -----------------------------------------------
                                                                            2002                    2001
                                                                 -----------------------------------------------
<S>                                                                             <C>                    <C>
 Operating loss                                                                 ($8,395,249)           ($933,777)
   Litigation revenue,  net of related expenses of $734,000                              -            1,266,359
   Other income                                                                     17,040               11,190
   Interest expense - other                                                     (1,250,875)            (260,283)
   Interest expense - related parties                                             (262,760)                   -
   Financing costs paid in stocks and warrants                                  (1,091,751)                   -
   Loss on disposal of property and equipment                                     (247,705)                   -
   Interest income                                                                  11,285
   Other expenses                                                                  (25,000)                   -
                                                                 -----------------------------------------------
       Net (loss) income                                                        ($11,245,015)             $83,489
                                                                 ===============================================
 </TABLE>

Note 10. Notes And Loans Payable

The Company's notes and loans payable consisted of the following at December 31,
2002:

Line of Credit

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

                                      F-22
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 10. Notes And Loans Payable, continued:

Notes Payable

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

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

Note payable in connection  with the settlement of Buster Mathis,  Jr. v. Cedric
Kushner et al.  (See Note 17).  The  original  principal  amount of the note was
$550,000 with interest at a rate of 2.9% per annum.  The balance on this note at
December 31, 2002 amounted to $525,000.

Note payable in connection with the settlement of Shane D. Mosley, Sr. v. Cedric
Kushner  Promotions,  Ltd. (See Note 17). The original  principal  amount of the
note  was  $660,359  with  interest  at a rate of 10% per  annum.  The  note was
originally due on February 28, 2003, and is now in default.  The balance on this
note at December 31, 2002 amounted to $610,359.

Note  payable in  connection  with the  judgment  against  the  Company by Zomba
Recording  Corporation  (See  Note  17).  The note is  secured  by assets of the
Company,  an apartment owned by the President of the Company,  and the President
also personally guarantees the note. Principal is payable monthly at $25,000 per
month plus  interest  at the prime rate as reported by the bank on the first day
of each  calendar  quarter  which was 5.5% per annum at December 31, 2002.  This
note  matures on September  30,  2003.  The balance on this note at December 31,
2002 amounted to $266,874.

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

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

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

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

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

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

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

                                      F-23
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 10. Notes And Loans Payable, continued:
Notes Payable, continued:

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

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

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

Scheduled  maturities  of notes and loans  payable at  December  31, 2002 are as
follows:

Year Ending December 31,
                2003                                   $2,268,344
                2004                                      137,342
                2005                                            -
                2006                                            -
                2007                                            -
                Thereafter                              1,000,000
                                                        ---------
Total notes and loans payable                           3,405,686

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

Notes and loan payable, less current portion           $1,137,342
                                                       ==========


Note 11. Notes Payable - Stockholders

Notes payable - stockholders consisted of the following at December 31, 2002:

Note  payable due to the  President  of the Company  dated  September  16, 2002,
bearing interest at 7 % per annum. Interest and principal on this note is due in
full on September  15, 2005.  Interest  expense  recorded on the note during the
year ended December 31, 2002 and accrued  interest at December 31, 2002 amounted
to $4,428. The balance on this note as of December 31, 2002 was $253,000.

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

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

Note payable due to the President of the Company dated December 2, 2002, bearing
interest at 7% per annum.  Interest expense recorded on the note during the year
ended December 31, 2002 amounted to $1,103.  Interest and principal on this note
is due in full on December 2, 2005.  The balance on this note as of December 31,
2002 was $189,000. The President of the Company has subordinated $578,735 of his
notes to a bank (See Note 10).

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

Note payable to  stockholder  in connection  with  consulting  agreement for Big
Content  acquisition (See Note 4) dated March 15, 2002, bearing interest at 15%.
Principal  and interest on this note are paid weekly in the amount of $5,000 per
week through March 15, 2012.  Interest expense recorded on the note for the year
ended  December 31, 2002  amounted to  $157,788.  The balance on this note as of
December 31, 2002 was $1,273,087.

                                      F-24
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 11. Notes Payable - Stockholders, continued:

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

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

Scheduled maturities of notes payable - stockholders at December 31, 2002 are as
follows:


    Year Ending December 31,
               2003                             $234,461
               2004                               93,022
               2005                            1,080,884
               2006                              117,350
               2007                              136,313
           Thereafter                            753,414
                                               ---------
Total notes payable - stockholders             2,415,444

Less: Current portion                            234,461
                                               ---------

Note payable - stockholders,
  less current portion                        $2,180,983
                                              ==========

Note 12. Convertible Debt

During the period from March 2002 through June 2002, the Company raised $895,500
through the issuance of convertible notes. The notes bear interest at a rate 10%
per annum,  compounded  annually,  and shall be due on or before the  earlier of
either June 30, 2003 or an "event of default" as defined in the notes.  Upon the
closing of any private placement, the notes will automatically be converted into
shares of common stock at a conversion price equal to $1.00 per share. Each note
holder also  received 1 warrant for each 2 dollars  they loaned to the  Company.
The  warrants  are  convertible  into the  Company's  Class A common stock at an
exercise price of $.50 with a 5-year term.

The  Company  recorded a deferred  debt  discount  in the amount of  $895,500 to
reflect the beneficial  conversion feature of the convertible debt and the value
of the warrants.  The beneficial  conversion  feature,  was recorded pursuant to
Emerging  Issues  Task  Force  ("EITF")  00-27:  Application  of EITF No.  98-5,
"Accounting for Convertible  Securities with Beneficial  Conversion  Features or
Contingently Adjustable Conversion Ratios," to certain convertible  instruments.
In accordance with EITF 00-27, the Company evaluated the value of the beneficial
conversion  feature and  recorded  this amount as a  reduction  to the  carrying
amount of the convertible debt and as an addition to paid-in capital.

Additionally,  the fair value of the warrants was  calculated  and recorded as a
further reduction to the carrying amount and as addition to paid-in capital.

The Company is amortizing  the discount over the term of the debt.  Amortization
of the debt discount for the year ended December 31, 2002 was $506,509, and this
amortization  is recorded as financing costs paid in stocks and warrants for the
value of the  warrants  and  interest  expense  for the value of the  beneficial
conversion feature.

During 2002,  the Company  amortized  debt discount of $522,657 for the value of
warrants  and a  beneficial  conversion  feature  that  related to  $595,000  of
convertible debt from 2001. The Company repaid $150,000 of this convertible debt
during 2002. The remaining  $445,000 of convertible debt was converted to common
stock to be issued (See Note 13).

The Company assumed  $525,000 of convertible debt along with 262,500 warrants in
connection with the reverse merger with Zenascent. The warrants have an exercise
price of $0.50 per share and have a five year term with piggy-back  registration
rights.  The convertible  debt of $525,000 along with $18,397 of related accrued
interest was converted into 569,028 shares of the Company's Class A common stock
(See Note 13).

                                      F-25
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 13. Stockholders' Deficiency

Common Stock

The Company has two classes of common stock authorized as of December 31, 2002.

Class A

The Company is in the process of amending its  certificate of  incorporation  to
increase the  authorized  number of Class A common stock to 100,000,000 in order
to have  shares  available  for  shares  committed  under  stock  option  plans,
warrants,  common stock to be issued,  convertible  debt and preferred stock and
stock to be issued in the  future  under a  consulting  agreement.  A summary of
shares required to be available as of December 31, 2002 is as follows:

         Number of Shares
         of Class A Common Stock
         Required to be Available

         Common stock issued                         10,768,991
         Stock option plans                             315,832
         Warrants                                     5,921,486
         Common stock to be issued                    5,695,595
         Convertible debt                               917,206
         Preferred stock - Series A                   1,175,000
         Preferred stock - Series B                  19,987,600
         Preferred stock - Series C                   2,792,210
         Consulting agreement                           250,000
                                                     ----------
                  Total                              47,823,920
                                                     ==========

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

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

In May 2002, an officer of the Company  completed a cashless  exercise of 30,000
options and was issued 21,356 shares of stock.

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

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

The Company has  recorded  the fair value of the 300,000  shares to be issued of
the  Company's  common  stock of  $300,000  on the date of the  agreement  as an
adjustment to deferred  consulting fees and as common stock to be issued.  It is
amortizing the expense over the life of the agreement.  The amortization expense
of $92,260 has been  reflected  as  compensatory  element of stock  issuances of
selling,  general  and  administrative  expenses in the  Company's  consolidated
statement of operations.

On  September  6, 2002,  the Company  issued  10,000  shares of its common stock
valued at $10,000 in payment of interest on past due notes.

On October 1, 2002 , the Company  issued 5,000 shares of its common stock valued
at  $5,000  to an  attorney  as  payment  for  services  rendered  that has been
reflected as  compensatory  element of stock  issuances of selling,  general and
administrative expenses in the Company's consolidated statement of operations.

                                      F-26
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

In July 2, 2002,  the  Company  and an investor  group  finalized  a  settlement
related to Big Content.  The Company and the  investor  group agreed to create a
limited liability company with the assets associated with ThunderBox and for the
investor group to acquire a 17% interest in a limited liability company that has
not yet been created. The Company continues to own 100% of the assets associated
with  ThunderBox.  The agreement also entitles the investor group to receive 40%
of the  initial  $250,000 of  distributions  made (if any) by the  Company.  The
Company has an option to  repurchase  the 17% of the limited  liability  company
from the investor group for a price  determined in accordance with certain terms
in the  agreement.  The  Company  also  agreed  to issue  300,000  shares of the
Company's common stock to the investor group as additional settlement, comprised
of an  initial  issuance  of 30,000  shares  upon  execution  of the  settlement
agreement,  plus  33,750  shares  over each of the next  eight  fiscal  quarters
starting  September  30,  2002.  The Company has  recorded the fair value of the
Company's common stock on the date of the agreement for prior services rendered,
which  amounted to $300,000,  as  compensatory  element of stock  issuances  for
selling,  general and administrative  expenses in the accompanying  consolidated
statements of operations  for the year ended  December 31, 2002 and common stock
to be issued in the accompanying consolidated balance sheet.

During September 2002, the Company entered into three stock purchase  agreements
for the sale of 169,000 shares of the Company's Class A Common stock for a price
of $0.75 per share.  The  Company  received  the  proceeds  from the sale during
October  2002  of  $114,300  (which  was  net  of  commissions  on the  sale  of
approximately $12,500) and has recorded the amount as common stock to be issued.

On October 30, 2002, the Company entered into an agreement with a stockholder
whereby the Company would acquire 200,000 shares of the Company's Class A common
stock owned by the stockholder in exchange for 400,000 unrestricted shares of
the Company's Class A common stock with piggyback conversion rights. The value
of the Company's stock on the date of this transaction was $1.01 per share. The
Company recorded the fair value of the stock to be issued on the date of the
agreement as $404,000 of common stock to be issued; $202,000 as treasury stock
and $202,000 as financing costs paid in stock. The Company utilized 40,000 of
this treasury stock for a $40,400 payment of prior professional services
rendered and recorded this amount as a reduction to treasury stock and as a
compensatory element of stock issuances of selling, general and administrative
expenses on the accompanying consolidated statement of operations. On November
6, 2002, the Company sold 160,000 shares of this treasury stock for $119,721.
The loss on the sale of these treasury shares of $41,879 was recorded as a
common stock to be issued.

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

In connection with the Agreement and Plan of Merger with Zenascent (See Note 4),
the Company agreed to issue 469,186 Class A common shares of the Company for the
conversion  $445,000 of convertible  debt and $24,186 of accrued interest on the
convertible  debt.  As the shares were not  available to be issued,  the Company
recorded  the  transaction  as common  stock to be issued  of  $469,186.  During
October 2002, one of the note holders amended their agreement  whereby a portion
of the accrued  interest was to be paid in cash  instead of stock.  Accordingly,
common  stock to be issued was  reduced by 10,421  shares and  $10,421  for this
amendment.

Class B

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

Preferred Stock

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

Series A Convertible  Preferred Stock
There are 500,000  authorized shares of a Series A convertible  preferred stock.
Each share of Series A preferred  stock is convertible  into 10 shares of common
stock  and  pays a  cumulative  dividend  of 8%  per  annum  on the  liquidation
preference  of $3 per  share.  At the date of the  reverse  merger,  there  were
135,000 shares of Series A convertible  preferred stock  outstanding  along with
1,350,000 common stock purchase  warrants,  exercise price $.30 per share,  that
were originally sold for $405,000.

                                      F-27
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 13. Stockholders' Deficiency, continued:
Series A Convertible Preferred Stock, continued:

The  dividends are  accruable if the Company does not amend its  certificate  of
incorporation  to increase the number of Class A common stock available to allow
for the conversion of all of the Series A convertible  preferred  stock.  As the
Company has not yet amended its  certificate of  incorporation,  the Company has
accrued  dividends of $30,994 during the year ended December 31, 2002 related to
the Series A convertible  preferred stock. The Company has a dividend  arrearage
of $49,936 ($0.43 per share) at December 31, 2002.

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

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

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

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

Series C Convertible Redeemable Preferred Stock
In connection with the Big Content acquisition, the Company's Board of Directors
authorized  and  issued  27,923  shares  of a  Series C  Convertible  Redeemable
Preferred  stock.  The  Series C  Convertible  Redeemable  Preferred  stock,  as
amended,   is  convertible  into  100  shares  of  the  Company's  common  stock
(2,792,210) any time at the option of the Company.  The stock, as amended, has a
liquidation  preference value of $4,500,000.  The Series C Convertible Preferred
stock is no  longer  redeemable  as a result  of the  waiver  of the  redemption
provisions dated May 20, 2003 (See Note 4).

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

                                      F-28
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 13. Stockholders' Deficiency, continued:

Warrants

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

<TABLE>
<CAPTION>
                                                                                 Number              Weighted Average
                                                                                of Shares             Exercise Price

<S>                                                                               <C>                         <C>
Outstanding, January 1, 2001 and 2002                                                    -                        -

Warrants outstanding in connection with the reverse merger with Zenascent        7,341,822                    $3.70

Issued in connection with the acquisition of Big Content                           500,000                      .62

Issued in connection with convertible debt and notes payable                       797,500                      .50

Issued to an employee in connection with employment agreement                    1,000,000                      .50

Issued in connection with accrued interest on a note payable                        10,000                     1.00

Issued in connection with investment advisory services                             108,940                     1.15

Expired                                                                         (3,837,026)                   (5.92)
                                                                               ------------                  -------

Outstanding, December 31, 2002                                                   5,921,486                   $  .76
                                                                               ============                  =======
</TABLE>
During the period from March 2002 to May 2002,  447,750  warrants were issued at
an  exercise  price of  $0.50  per  share in  connection  with the  issuance  of
convertible  debt. The warrants are exercisable over a five-year  period,  which
expires at various dates from March 22, 2007 to May 28, 2007.  The fair value of
the warrants of $475,115 was estimated at prices  ranging from $.96 to $1.13 per
warrant on the date of issuance using the Black-Scholes  pricing model.  Finance
costs related to these warrants for the year ended December 31, 2002 included in
the consolidated statement of operations amounted to $252,979.

There were 337,500 of warrants  that were issued prior to the reverse  merger at
an exercise price of $0.50 per share in connection  with  convertible  debt that
was  converted  into common  stock to be issued  during  2002.  The warrants are
exercisable  over a five-year  period,  which  expire at various  dates  through
December 2006. The fair value of the warrants was estimated at $1.00 per warrant
on the date of issuance using the  Black-Scholes  pricing  model.  Finance costs
related to these  warrants for the year ended  December 31, 2002 included in the
consolidated statement of operations amounted to $297,500.

                                      F-29
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 13. Stockholders' Deficiency, continued:

Warrants, continued:

There were 262,500 of warrants  that were issued prior to the reverse  merger at
an exercise price of $0.50 per share in connection  with  convertible  debt that
was converted into common stock during 2002. The warrants are exercisable over a
five-year  period,  which expire at various dates  through April 2007.  The fair
value of the warrants of $270,375 was estimated at $1.03 per warrant on the date
of issuance  using the  Black-Scholes  pricing  model.  Finance costs related to
these warrants for the year ended December 31, 2002 included in the consolidated
statement of operations amounted to $270,375.

During April 2002,  1,000,000  warrants at an exercise  price of $0.50 per share
were  issued in  connection  with an  employment  agreement  (See Note 15).  The
warrants are  exercisable  over a seven-year  period,  which expires on April 1,
2009.  The intrinsic  value of the warrants was $0.53 per warrant on the date of
issuance. Compensation related to these warrants for the year ended December 31,
2002 included in the consolidated statement of operations amounted to $397,500.

During September 2002, 56,440 warrants  exercisable at $1.29 and 52,500 warrants
exercisable at $1.00 were issued for investment advisory services.  The warrants
are exercisable  over a five-year  period expiring  September 29, 2007. The fair
value  of  the  warrants  was  estimated  to  be  $.75  and  $.78  per  warrant,
respectively  on the dates of issuance  using the  Black-Scholes  pricing model.
Compensation  related to these  warrants  for the year ended  December  31, 2002
included in the consolidated statement of operations amounted to $83,270.

During  September  2002,  10,000  warrants  exercisable  at $1.00 per share were
issued  in  connection  with  interest  on a  note  payable.  The  warrants  are
exercisable over a five-year period expiring  September 18, 2007. The fair value
of the warrants was estimated at $.68 per warrant on the date of issuance  using
the Black-Scholes pricing model. Finance costs related to these warrants for the
year ended December 31, 2002 included in the consolidated statement of operation
amounted to $6,828.

During  October 2002,  350,000  warrants at an exercise price of $0.50 per share
were issued in connection  with  convertible  debt that has been  converted into
common stock to be issued.  The warrants are exercisable over a five-year period
expiring  October 16,  2007.  The fair value of the  warrants  of  $213,500  was
estimated  at $.61 per warrant on the date of issuance  using the  Black-Scholes
pricing  model.  Finance  costs  related  to these  warrants  for the year ended
December 31, 2002 included in the consolidated  statement of operation  amounted
to $213,500.

Stock Options

On September 4, 1996,  Zenascent  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 Zenascent 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-30
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 13. Stockholders' Deficiency, continued:
         Stock Options, ontinued:
Warrants

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.  Stock  option  share  activity and weighted
average  exercise  price under these plans for the years ended December 31, 2002
and 2001 were as follows:
<TABLE>
<CAPTION>
                                                                                        Weighted Average
                                                                                         Exercise Price
                                                               Number of Options            per Share
<S>                                                                  <C>                        <C>
 Balance, January 1, 2001                                              -

 Balance, January 1, 2002                                              -
 Options outstanding in connection with the reverse merger
  with Zenascent                                                     196,832                  $0.60

 Granted                                                             149,000                   1.11

 Exercised                                                           (30,000)                  (.34)
                                                                    ---------                 ------

Balance, December 31, 2002                                           315,832                  $1.13
                                                                    =========                 ======

Exercisable at December 31, 2002:                                    315,832                  $1.13
                                                                    =========                 ======
</TABLE>

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

                                           Weighted Average     Weighted Average
      Range of                Number      Remaining Contractual     Exercise
   Exercise Price           of Options         Life in Years         Price

       $0.23 - $0.38          82,166               4.9                 $0.31

               $0.72           6,666               1.1                 $0.72

        $1.07 - 1.43         224,000               4.7                 $1.35

               $6.00           3,000               1.9                 $6.00
                            --------
                             315,832
                            ========

                                      F-31

<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 14. Income Taxes

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

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

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

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

Note 15. Commitments and Contingencies

Consulting Agreement

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

David Tua Agreements

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

The Company has  recorded  the fair value of the  1,500,000  original  shares of
Company's  stock to be issued of $1,065,000 on the date of the Sale Agreement as
an adjustment to deferred  signing  bonuses and common stock to be issued and is
amortizing  the deferred  signing  bonus over the three year term of the related
Tua EPA.  Amortization  of deferred  signing bonus under this  agreement for the
year  ended  December  31,  2002  included  in  the  consolidated  statement  of
operations amounted to $29,583.

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

As part of the Sale Agreement, Sports Tech acknowledged that the Company did not
have the 1,500,000  shares  available to issue in accordance with the agreement.
In addition,  if the average closing price of the Company's Class A common stock
for the 30 day period  prior to the Rahman Bout was below  $1.00 per share,  the
shares to be issued under the section of the Sale  Agreement  would  increase to
1,700,000. The average price of the Company's Class A common stock 30 days prior
to Rahman Bout was below $1.00 per share and therefore the Company was obligated
to issue an additional  200,000 shares.  In April 2003, the Company recorded the
fair  value of the  additional  200,000  shares of common  stock to be issued at
$132,000  based upon the price of the stock on the date that the Company  became
obligated to issue the shares.

                                      F-32
<PAGE>
            CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 15. Commitments and Contingencies, continued:

David Tua Agreements, continued:

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

Employment Agreement

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

The Company is  recording  the  intrinsic  value of the  warrants as  additional
salary and as an increase to additional paid-in capital over the vesting period.
This agreement was mutually terminated on April 4, 2003.

Investor and Public Relations Agreement

On May 13, 2002 the Company  entered  into  agreements  with  investor  Relation
Services, Inc, ("IRSI") and Summit Trading Limited ("Summit")  (collectively the
"Consultants") to provide investor and public relations services.  The agreement
engaged the consultants to provide one or more investor  relations plans as well
as  assistance  in the  coordination  and  execution  of the agreed upon plan or
plans. A plan would include  several  services as defined in the agreement.  The
agreement is effective for the period from May 13, 2002 through May 12, 2005. As
compensation of the services, the Company was to issue the Consultants 2,631,580
shares of Class A common stock of the  Company.  The fair value of the shares to
be issued of  $3,236,843  was  recorded as deferred  consulting  fees and common
stock to be issued  based  upon the value of the  common  stock on the date that
agreement  was entered into.  Deferred  consulting  fees are amortized  over the
three-year life of the agreement. Amortization expense related to this agreement
for the year ended  December 31, 2002 amounted to $674,341 and has been included
in   compensatory   element  of  stock   issuances  for  selling,   general  and
administrative   expenses  in  the  accompanying   consolidated   statements  of
operations.

In August  2002,  the Company  terminated  the  contract for cause when IRSI was
deemed by the Company to be unable to fulfill its contractual obligations to the
Company when a principal of IRSI was indicted for securities  fraud. In February
2003, Summit filed arbitration  against the Company arising from the termination
by the Company of the agreement.  On May 28, 2003, a mediation  session was held
but was  unsuccessful  and did  not  result  in a  settlement.  Pursuant  to the
contract between the parties, it is anticipated that the matter will now proceed
to arbitration.  Arbitration  has not been selected and no arbitration  date has
been scheduled.

Management  of the Company  believes  that it is  premature  to fully assess the
likelihood of success in defending the claims asserted.  However,  a preliminary
determination shows a substantial factual basis for the Company's termination of
the  agreements.  However,  the  Company is unable to predict the outcome of the
dispute and accordingly, no further adjustment has been made in the consolidated
financial statements relating to this agreement.

                                      F-33
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 15. Commitments and Contingencies, continued

Late Filings

On May 20, 2003, at  approximately  9:45 p.m., the Company filed its Form 10-KSB
for the  period  ended  December  31,  2002  with the  Securities  and  Exchange
Commission.  Prior to  making  its  filing,  the  Company's  former  independent
certified public accountant  ("former Auditor") informed the Company that all of
their  comments on the 10-KSB must be  addressed  prior to filing or the Company
would not have  their  approval  to  include  former  Auditor's  opinion  on the
December 31, 2001 audit.  Also,  prior to such  filing,  the  Company's  current
independent  certified public accountant  ("current Auditor") orally advised the
Company  and  confirmed  said  conversation  by  transmitting  an  e-mail to the
Company,  that was electronically  dated at 6:46 p.m., that they had not had the
opportunity  to review the latest draft of the Company's Form 10-KSB and as such
were not in a position to authorize the filing with the inclusion of their audit
opinion. Prior to and after such communications, the Company and representatives
of the former and current Auditors (the  "Auditors")  continued their efforts to
address any outstanding comments that were required to complete the audit of the
Company's  consolidated  financial  statements and to obtain the approval of the
Auditors in  connection  with the filing of the Form 10-KSB and to the inclusion
of their reports therein.

Thereafter,  on May 21, 2003, the Auditors  notified the Company that certain of
their requested  comments and changes that were provided to the Company were not
included in the filing that was made.  In addition,  the Auditors  also notified
the Company  that they had not  provided  their  approvals  with respect to said
filing,  and that they did not  authorize  the  inclusion of their  reports with
respect to the Company's consolidated financial statements.

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

An amended  Form  10-KSB/A  was filed on May 23, 2003 without the reports of the
Auditors with respect to the Company's  consolidated  financial  statements.  In
addition, the Company filed Form 8-K on the same day. Further, the Company began
aggressively  seeking to have the amended report reviewed by the Auditors and to
have the Auditors  provide any  additional  comments  required to complete their
reports and to provide their approvals in connection with the filing.

The Company's consolidated financial statements do not reflect a reserve for any
potential  fines,  penalties  or other  liabilities  that may  result  from such
filings.

Lease Obligations:

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

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

              Year
             Ending
            December 31,   Annual Rent
            ------------   --------------
                2003             $64,314
                2004              71,460
                2005              80,107
                2006              98,308
                2007             100,028
                Thereafter         8,482
                                --------
                                $422,698
                                ========

                                      F-34
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 16.   Related Party Transactions

The Company rented both its New York City and Southampton offices from the
President of the Company on a month-to-month basis for the year ended December
31, 2002. Related party rent amounted to $120,000 for these premises during the
year ended December 31, 2002.

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

Note 17. Litigation

On November 13, 2001,  Golden Gloves (PTY) Limited,  a boxing  promoter based in
Johannesburg,  South Africa ("Golden  Gloves"),  commenced a legal action in the
Supreme  Court of the State of New York,  County of New York against CKP and the
Company's  President.  Golden  Gloves  alleged that CKP breached an agreement to
share certain profits related to certain boxers. This matter has been settled in
accordance with a written agreement dated February 20, 2003 between the parties.
The details of the agreement are  confidential,  but they basically  involved an
extended payout over two years. In the event of a default of this agreement, the
Company will be responsible for the full amount of any unpaid balance,  interest
and legal fees. All amounts have been accrued for as of December 31, 2002.

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

On August 23, 2002,  the Company and a boxer agreed to settle a disputed  matter
related to the sharing of certain profits between the boxer and the Company. The
Company had agreed to pay the boxer  approximately  $610,000,  excluding amounts
previously  paid,  plus interest by April 30, 2003. As of December 31, 2002, the
Company had accrued  approximately  $610,000 on its books as a liability  to the
boxer.  On June 2, 2003,  the Company  defaulted  on the agreed upon  settlement
terms,  and a  judgment  was  entered  in favor of the boxer in the  approximate
amount of $610,000, less any principal paid by the Company.

In December 2001, Buster Mathis,  Jr., a boxer,  filed an action against CKP and
Mr. Kushner in the United States District Court,  Southern  District of New York
alleging fraud and unjust  enrichment  relating to a fight against Mike Tyson in
December  1995. In October 2002, a jury awarded Mr. Mathis  $702,000  (including
interest  at a rate of 9% per annum from  December  16,  1995),  and the Company
initially  established a reserve of $702,000  during the quarter ended September
30, 2002.

On April 18, 2003, the Company entered into a Settlement Agreement ("Mathis SA")
with Buster Mathis, Jr. ("Mathis") regarding the action filed by Mathis. Subject
to full  performance  of the terms and  conditions  of the Mathis SA, all claims
between Mathis and the Company and its affiliates  were  compromised and settled
in consideration for the payment by the Company of the principal sum of $550,000
with interest at the rate of 2.9% per annum.  The Company recorded an adjustment
in the fourth quarter of approximately $152,000 relating to the reduction in the
accrual as a result of the Mathis SA. This  settlement sum is payable in certain
installments  that commenced on December 17, 2002 and continue  until  September
15, 2004.

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


                                      F-35
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 17. Litigation, continued:

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

In the normal  course of  business,  the Company is  involved in legal  disputes
concerning contractual rights and breaches of contract related to its boxers and
the promotion of boxing events, certain service providers,  and other issues. At
December  31,  2002,  the  Company  had accrued an  aggregate  of  approximately
$179,000,  representing its estimated exposure from these legal disputes.  There
can be no assurance that any future legal  proceedings  will not have a material
adverse affect on the Company.

Note 18.  Major Customer

Revenue from one customer  accounted for  approximately  62% and 71% of revenues
for the years ended December 31, 2002 and 2001, respectively.

Note 19.  Subsequent Events

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

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

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

                                      F-36

<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 19.  Subsequent Events, continued:

On March 10, 2003,  CKP entered into an agreement with America  Presents  Boxing
LLC ("APB") whereby APB sold,  transferred and assigned to CKP all right,  title
and interest in and to APB's  library (the  "Library")  of  professional  boxing
contests and promotional rights (the "Promotional Rights," and together with the
Library,  the "APB Assets") in certain  boxers.  The purchase  price for the APB
Assets was $250,000 (the Fixed Amount")  (subject to a price reduction if APB is
not able to provide supporting documentation for a minimum number of programming
hours of the Library) to be paid in equal monthly installments of $4,167 as well
as an additional payment of $250,000 (the "Contingent Amount"),  contingent upon
the aggregate gross purse amounts of David Tua. CKP also agreed to pay a certain
percentage of the net proceeds derived from the Promotional Rights to reduce the
balance of the Fixed Amount.

On May 28, 2003, the Company borrowed  $200,000 from a third party pursuant to a
promissory  note. The note is short-term and accrues  interest at 10% per annum.
Additionally,  the Company issued 400,000  warrants to purchase shares of common
stock in connection  with the note, at an exercise price of $.10 per share.  The
warrants will expire five years from the date of issuance.


                                      F-37
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

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

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

                                       F-38
<PAGE>
                                    PART III

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

Directors and Executive Officers

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

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

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

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

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

Code Of Ethics

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

Section 16(a) Beneficial Ownership Reporting Compliance

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

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

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

                                       15
<PAGE>
Item 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT, continued:

Section 16(a) Beneficial Ownership Reporting Compliance, continued:

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

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


Item 10.   EXECUTIVE COMPENSATION

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

<TABLE>
<CAPTION>
                   Annual Compensation Long-Term Compensation

                                                                             Awards                         Payouts

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

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

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

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

</TABLE>

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

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

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

                                       16
<PAGE>
Item 10.   EXECUTIVE COMPENSATION, continued:

Compensation of Directors

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

Stock Option Grants and Exercises

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

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

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

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

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

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

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


Option/SAR Grants in Last Fiscal Year

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

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

Long-Term Incentive Plans - Awards In Last Fiscal Year

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

Employment Agreements

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

                                       17
<PAGE>
Item 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners and Management

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

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

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

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

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

 James DiLorenzo                                         3,616,540       (4)(7)   10.3%
     Cedric Kushner Promotions, Inc
     1414 Avenue of Americas, Suite 1402
     New York, New York 10019
                                                     --------------             --------------
 All Directors and officers as a Group (3 persons)      21,377,589       (5)      60.9%
                                                     --------------             -------------

 Other Shareholders
 Elliot Davis                                            2,766,666       (6)       7.9%
     c/o CSI
     7250 West Palmetto Park Road, Suite 106
     Boca Raton, Florida 33433-3439
</TABLE>
Except as otherwise  noted,  the Company  believes that the persons listed below
have sole investment and voting power with respect to the capital stock owned by
them.

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

(2) Consists of 35,000  shares of Common  Stock and vested  options and warrants
that are convertible into 283,334 shares of Common Stock.

(3) Consists of 13,493 shares of Common Stock and 339,788.66  shares of Series B
Preferred Stock that are convertible into 16,989,433 shares of Common Stock.

                                       18
<PAGE>
Item 11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT,
continued:

Security Ownership of Certain Beneficial Owners and Management, continued:

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

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

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

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

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Party Transactions

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

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

Notes Payable - Stockholders

Notes payable - stockholders consisted of the following at December 31, 2002:

Note payable due to the  President  of the Company  dated  September  16, 2002 ,
bearing interest at 7 % per annum. Interest and principal on this note is due in
full on September  15, 2005.  Interest  expense  recorded on the note during the
year ended  December31,  2002 and accrued interest at December 31, 2002 amounted
to $4,428. The balance on this note as of December 31, 2002 was $253,000.

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

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

Note payable due to the President of the Company dated December 2, 2002, bearing
interest at 7 % per annum. Interest expense recorded on the note during the year
ended December 31, 2002 amounted to $ 1,103. Interest and principal on this note
is due in full on December 2, 2005.  The balance on this note as of December 31,
2002 was $189,000. The President of the Company has subordinated $578,735 of his
notes to a bank. (See Note 10).

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

Note payable to  stockholder  in connection  with  consulting  agreement for Big
Content acquisition (See Note 4) dated March 15, 2002, bearing interest at 15 %.
Principal and interest on this note are paid weekly in the amount of $ 5,000 per
week. through March 15, 2012. Interest expense recorded on the note for the year
ended  December 31, 2002  amounted to  $157,788.  The balance on this note as of
December 31, 2002 was $1,273,087.

                                       19
<PAGE>

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, continued:

Notes Payable - Stockholders, continued:

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

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

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

Year Ending December 31,
               2003                             $234,461
               2004                               93,022
               2005                            1,080,884
               2006                              117,350
               2007                              136,313
            Thereafter                           753,414
                                              ----------

Total notes payable - stockholders            $2,415,444

Less: Current portion                            234,461
                                              ----------

Long-term portion                             $2,180,983
                                              ==========

                                       20
<PAGE>
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

Code Of Ethics

The  Company  has adopted a Code of Ethics and  Business  Conduct for  Officers,
Directors  and  Employees  (Exhibit  99.3) that applies to all of the  officers,
directors and employees of the Company.

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

                                       21
<PAGE>
ITEM 14.   CONTROLS AND PROCEDURES

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

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

 * Previously filed.

  (b) Reports on Form 8-K.

  None.

                                       22
<PAGE>
SIGNATURES


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

CEDRIC KUSHNER PROMOTIONS, INC.




Date: June 26, 2003              /s/ Cedric Kushner
                                    -------------------------------------
                                     Cedric Kushner
                                     Chairman of the Board and
                                     President and Chief Executive Officer
                                     (Principal Executive Officer)


Date: June 26, 2003              /s/ James DiLorenzo
                                    --------------------------------------------
                                    James DiLorenzo
                                    Executive Vice President and Treasurer
                                    (Principal Financial and Accounting Officer)


                                       25
<PAGE>
CERTIFICATIONS

I, Cedric Kushner, certify that:

          1.   I have  reviewed  this  annual  report  on Form  10-KSB of Cedric
               Kushner Promotions, Inc. (the "Registrant");

          2.   Based on my  knowledge,  this annual  report does not contain any
               untrue  statement of a material  fact or omit to state a material
               fact  necessary  to make  the  statements  made,  in light of the
               circumstances   under  which  such   statements  were  made,  not
               misleading  with  respect  to the period  covered by this  annual
               report;

          3.   Based  on my  knowledge,  the  financial  statements,  and  other
               financial  information  included  in this annual  report,  fairly
               present in all material respects the financial condition, results
               of  operations  and cash flows of the  Registrant as of, and for,
               the periods presented in this annual report;

          4.   The Registrant's  other  certifying  officer and I am responsible
               for   establishing  and  maintaining   disclosure   controls  and
               procedures  (as defined in Exchange  Act Rules 13a-14 and 15d-14)
               for the Registrant and we have:

                    a)   designed  such  disclosure  controls and  procedures to
                         ensure  that  material   information  relating  to  the
                         Registrant, including its consolidated subsidiaries, is
                         made  known  to us by  others  within  those  entities,
                         particularly  during the  period in which  this  annual
                         report is being prepared;

                    b)   evaluated  the   effectiveness   of  the   Registrant's
                         disclosure  controls and procedures as of a date within
                         90 days prior to the filing date of this annual  report
                         (the "Evaluation Date"); and

                    c)   presented in this annual report our  conclusions  about
                         the  effectiveness  of  the  disclosure   controls  and
                         procedures based on our evaluation as of the Evaluation
                         Date;

          5.   The Registrant's  other certifying  officer and I have disclosed,
               based on our most recent evaluation, to the Registrant's auditors
               and the audit committee of the Registrant's board of directors:

                    a)   all significant deficiencies in the design or operation
                         of internal  controls which could adversely  affect the
                         Registrant's ability to record, process,  summarize and
                         report  financial  data  and  have  identified  for the
                         Registrant's   auditors  any  material   weaknesses  in
                         internal controls; and

                    b)   any  fraud,  whether  or not  material,  that  involves
                         management  or other  employees  who have a significant
                         role in the Registrant's internal controls; and

          6.   The Registrant's other certifying officer and I have indicated in
               this annual report whether or not there were significant  changes
               in internal controls or in other factors that could significantly
               affect  internal  controls  subsequent  to the  date of our  most
               recent  evaluation,  including any corrective actions with regard
               to significant deficiencies and material weaknesses.

Date: June 26, 2003

                        /s/ Cedric Kushner
                        ------------------------------------
                        Cedric Kushner
                        Chairman of the Board, President and
                        Chief Executive Officer
                        (Principal Executive Officer)

                                       26
<PAGE>
CERTIFICATIONS

I, James DiLorenzo, certify that:

          1.   I have reviewed this annual report on Form 10-KSB Cedric  Kushner
               Promotions, Inc. (the "Registrant");

          2.   Based on my  knowledge,  this annual  report does not contain any
               untrue  statement of a material  fact or omit to state a material
               fact  necessary  to make  the  statements  made,  in light of the
               circumstances   under  which  such   statements  were  made,  not
               misleading  with  respect  to the period  covered by this  annual
               report;

          3.   Based  on my  knowledge,  the  financial  statements,  and  other
               financial  information  included  in this annual  report,  fairly
               present in all material respects the financial condition, results
               of  operations  and cash flows of the  Registrant as of, and for,
               the periods presented in this annual report;

          4.   The Registrant's  other  certifying  officer and I am responsible
               for   establishing  and  maintaining   disclosure   controls  and
               procedures  (as defined in Exchange  Act Rules 13a-14 and 15d-14)
               for the Registrant and we have:

                    a)   designed  such  disclosure  controls and  procedures to
                         ensure  that  material   information  relating  to  the
                         Registrant, including its consolidated subsidiaries, is
                         made  known  to us by  others  within  those  entities,
                         particularly  during the  period in which  this  annual
                         report is being prepared;

                    b)   evaluated  the   effectiveness   of  the   Registrant's
                         disclosure  controls and procedures as of a date within
                         90 days prior to the filing date of this annual  report
                         (the "Evaluation Date"); and

                    c)   presented in this annual report our  conclusions  about
                         the  effectiveness  of  the  disclosure   controls  and
                         procedures based on our evaluation as of the Evaluation
                         Date;

          5.   The Registrant's  other certifying  officer and I have disclosed,
               based on our most recent evaluation, to the Registrant's auditors
               and the audit committee of the Registrant's board of directors:

                    a)   all significant deficiencies in the design or operation
                         of internal  controls which could adversely  affect the
                         Registrant's ability to record, process,  summarize and
                         report  financial  data  and  have  identified  for the
                         Registrant's   auditors  any  material   weaknesses  in
                         internal controls; and

                    b)   any  fraud,  whether  or not  material,  that  involves
                         management  or other  employees  who have a significant
                         role in the Registrant's internal controls; and

          6.   The Registrant's other certifying officer and I have indicated in
               this annual report whether or not there were significant  changes
               in internal controls or in other factors that could significantly
               affect  internal  controls  subsequent  to the  date of our  most
               recent  evaluation,  including any corrective actions with regard
               to significant deficiencies and material weaknesses.

Date: June 26, 2003

                        /s/ James DiLorenzo
                        --------------------------------------------
                        James DiLorenzo
                        Executive Vice President
                        (Principal Financial and Accounting Officer)

                                       27