United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

                   For the fiscal year ended December 31, 2004

                         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 406
                               New York, NY 10019
               (Address & Zip code of principal executive offices)

                                 (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 [X] No []

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. []

The Company's  revenues from its  operations  for the fiscal year ended December
31, 2004 were $3,012,904.

As of May 9,  2005,  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 $0.37 on May 9,  2005) was  approximately
$12,500,000.

As of May 9, 2005, there were 57,588,028 shares of the registrant's common stock
outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

None.

Transitional Small Business Disclosure Format (check one): Yes [] No [X]

                                       1
<PAGE>
                         CEDRIC KUSHNER PROMOTIONS, INC.
                                   FORM 10-KSB
                                      INDEX
<TABLE>
<CAPTION>

                                                                                   PAGE

PART I


<S>    <C>                                                                           <C>
  Item 1.      Description of Business                                               3

  Item 2.      Description of Property                                               5

  Item 3.      Legal Proceedings                                                     5

  Item 4.      Submission of Matters to a Vote of Security Holders                   9


PART II

  Item 5.      Market for Common Equity and Related Stockholder Matters             10

  Item 6.      Management's Discussion and Analysis or Plan of Operation            16

  Item 7.      Financial Statements                                               F-1-F-61

  Item 8.      Changes in and Disagreements with Accountants on Accounting
               and Financial Disclosure                                             34

  Item 8A.     Controls and Procedures                                              34

  Item 8B.     Other Information                                                    34

Part III

  Item 9.      Directors, Executive Officers, Promoters and Control Persons;
               Compliance with Section 16(a) of the Exchange Act                    34

  Item 10.     Executive Compensation                                               36

  Item 11.     Security Ownership of Certain Beneficial Owners and
               Management and Related Stockholder Matters                           37


  Item 12.     Certain Relationships and Related Transactions                       38

  Item 13.     Exhibits                                                             40

  Item 14.     Principal Accountant Fees And Services                               33



SIGNATURES                                                                          44
</TABLE>
                                       2
<PAGE>

                                     PART I

Item 1. DESCRIPTION OF BUSINESS

HISTORY

Cedric Kushner Promotions,  Inc. (the "Company") was originally  incorporated on
February 1, 1996 under the laws of the State of Delaware as Hippo,  Inc., a golf
equipment and apparel  manufacturer.  In January 1998,  the Company  changed its
name to Outlook  Sports  Technology,  Inc. to reflect a greater  focus on sports
product  research and development  operations.  In 2000, the Company changed its
management team and redefined it business mission as an Internet  technology and
e-commerce  incubator.  In  connection  with the change in business  focus,  the
Company changed its name to Fusion Fund, Inc.

In December  2000, the Company  changed its name to Zenascent,  Inc. On or about
February 2, 2001, the Company's  stock began trading under the symbol "ZENA".
From  December  2000  through  April 30, 2002,  the Company was a  non-operating
public shell  corporation  with nominal  assets.  On April 30, 2002, the Company
completed  a reverse  merger  with  closely  held Cedric  Kushner  Boxing,  Inc.
("CKB").  Upon  consummation  of the reverse  merger,  CKB became a wholly-owned
subsidiary  of the  Company,  with the Company  functioning  solely as a holding
company.  On or about January 16, 2002,  the Company  changed its name to Cedric
Kushner Promotions, Inc., and the Company's stock began trading under the symbol
"CKHP". In December, 2004, the Company's stock symbol changed to "CKPI."

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

OVERVIEW

The  Company,  through  its  subsidiaries,  is an  integrated  boxing  and media
company.

SUBSIDIARIES AND OPERATIONS

The Company's subsidiaries are summarized below:

Cedric Kushner Boxing, Inc.

Cedric Kushner Boxing, Inc. ("CKB") was incorporated under the laws of the State
of Delaware on March 5, 1999. CKB is 100% owned by the Company. CKB functions as
a holding company for the following subsidiaries:

Cedric Kushner Promotions, Ltd.

Cedric Kushner Promotions, Ltd. ("CKP"),  incorporated as a New York corporation
on March 23, 1993,  manages the  promotion  of  professional  boxing  events and
professional  boxers. It is a party to most of the 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 sports governing bodies.  CKP typically acquires the rights to
boxing  athletes  and  packages  those rights to  television  networks,  venues,
sponsors and other  promoters.  It has promotional  rights to  approximately  10
boxing athletes. CKP is 100% owned by CKB. CKP was dissolved by the State of New
York Division of  Corporations  by  proclamation  on June 25, 2003 and is in the
process  of being  reinstated.  There can be no  assurances  that the  contracts
entered  into by CKP  are  enforceable  until  CKP has  been  reinstated.  CKP's
business is performed through its sister  subsidiaries or parent until such time
as it is reinstated.

Big Content, Inc.

Big Content,  Inc. ("Big  Content"),  incorporated as a Delaware  corporation on
March 22,  2000,  manages the  creation,  distribution  (both  domestically  and
internationally), and maintenance of all of our boxing media holdings, including
our boxing media library of videotaped boxing events and current original boxing
related television programming. Big Content is 100% owned by CKB.

ThunderBox, Inc.

ThunderBox,  Inc.  ("Thunderbox") was incorporated as a Delaware  corporation on
March 7, 2001. ThunderBox is 80% owned by Big Content. This corporation owns and
manages the  ThunderBox  Series,  a program  that debuted in October  2000.  The
Thunderbox series discontinued as of December 31, 2003; however,  the Company is
negotiating  certain  licenses  for  the  Thunderbox  library.  There  can be no
assurances that such agreements will be consummated.

                                       3
<PAGE>
Ckrush Entertainment, Inc.

Ckrush  Entertainment,  Inc.  ("Entertainment")  was  incorporated as a Delaware
corporation on July 8, 2004.  Entertainment  develops,  produces,  finances, and
distributes  film  and  television   properties.   Entertainment   currently  is
co-producing  "Pledge  This",  starring Paris Hilton and  distributing  the film
"Pauly Shore Is Dead" in U.S.  Theatres.  Entertainment has a number of film and
television  properties  in  development.  Entertainment  is  100%  owned  by the
Company.

Ckrush Direct, Inc.

Ckrush Direct,  Inc.  ("Direct") was  incorporated as a Delaware  corporation on
October of 20, 2004 to develop,  acquire,  and  finance  entertainment  oriented
goods for direct response,  retail and digital sale. Direct is 100% owned by the
Company.

Ckrush Sports, Inc.

Ckrush Sports,  Inc.  ("Sports") was  incorporated as a Delaware  corporation on
January 12, 2005.  Sports was set up as a holding  entity with the  intention to
hold all of the  Company's  sports  related  properties,  including  its  boxing
division. Sports is 100% owned by the Company.

Ckrush, Inc.

Ckrush,  Inc.  ("Ckrush") was incorporated as a Delaware  corporation on January
12, 2005. Ckrush was set up with the intention of becoming a holding company for
the newly formed subsidiaries using the Ckrush name. Ckrush is 100% owned by the
Company.

MARKET OPPORTUNITY

The  demand  for  entertainment   content  is  considerable  and  growing.   The
proliferation  of  television  networks and other video  delivery  systems (from
broadband  to cell  phones) on a global  basis is creating  ever more demand for
compelling content.  The Company is in the business of creating and selling such
content. The Company's core content  application,  boxing, is one of the world's
most popular sports and is an essential  programming  asset of many of the major
television networks. Boxing 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 5 PPV  events  of all  time  are
professional  boxing  networks.  The  Company is growing  its  content  creation
business into the world of filmed and televised  entertainment.  The market size
for filmed and  television  entertainment  is in the  billions of dollars,  with
customers ranging from major film studios, to numerous television networks, home
entertainment companies, and a myriad of other applications.

COMPETITION

In general terms,  there are a very large number of companies  which produce and
sell entertainment  content.  The buyers of content themselves (the film studios
and television networks,  etc.) produce a large portion of their own content, as
do hundreds, if not thousands, of other companies. In terms of boxing, the sport
is  dominated  by a  handful  of  promoters  who work with the  world's  leading
television  networks  and  venues.  There  are  approximately  12  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  Company's  growth plan  focuses on  expanding  into the areas of filmed and
television  entertainment,  while  maintaining  and growing its existing  boxing
business, both domestically and internationally. The strategy consists of:

     o    Launching  the Ckrush  Entertainment  division,  with the intention of
          developing,  financing, producing and distributing film and television
          entertainment;
     o    Negotiating potential joint ventures with other companies creating and
          distributing entertainment content;
     o    Launching   the  Ckrush  Direct   division,   with  the  intention  of
          developing,   financing,   producing  and  distributing  entertainment
          product  (i.e.  video and DVDs) for direct  consumer  sale via retail,
          direct response, pay per view and video on demand;
     o    Signing,  developing  and acquiring new boxing talent that can achieve
          marquee or star status and become premium cable and PPV attractions;
     o    Increasing the sales of media rights, site rights, and sponsorship for
          existing boxing series;
     o    Focusing  efforts on the  Spanish-speaking  marketplace  by developing
          programming and live event opportunities;

                                       4
<PAGE>
     o    Acquiring other boxing promotional  companies in an effort to increase
          market share;
     o    Extending  our core  boxing  brand into  boxing-related  merchandising
          through licensing arrangements with established merchandisers;
     o    Creating and distributing other boxing-driven content;
     o    Acquiring boxing video libraries;
     o    Developing  additional channels of distribution and ancillary products
          in other entertainment and sports-driven  categories,  not necessarily
          related to boxing;
     o    Exploring  acquisition  opportunities  in the sport and  entertainment
          industries; and
     o    Joint venturing other event-driven sport/entertainment opportunities.

Employees

At May 9, 2005, we employed 4 full-time  employees and 5 part-time  consultants.
None of the  employees  are subject to a collective  bargaining  agreement,  and
there is no union  representation  within our  Company.  We maintain an employee
benefit plan and believe our employee relations are good.

Item 2. DESCRIPTION OF PROPERTY

Our office is located at 1414 Avenue of Americas,  Suite 406, New York, New York
10019.  The Company leases its office  facilities  under a long-term lease which
commenced on February 1, 2003 and continues  until January 31, 2008. The minimum
annual  lease  payments  required  under the  modified  lease  agreement  are as
follows:

  Year Ending December 31,              Annual Rent
                                     -----------------
                2005                 $          75,000
                2006                            77,000
                2007                            79,000
                2008                             7,000
                                     -----------------
                                     $         238,000
                                     =================

Item 3. LEGAL PROCEEDINGS

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  was to have been  effective  for the period from May 13, 2002 through
May 12, 2005. As  compensation  for 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 on which that agreement was entered into.  Deferred consulting
fees were to have been  amortized  over the  three-year  life of the  agreement.
Amortization  expense  related to this  agreement from inception to December 31,
2003 amounted to $1,186,802,  and has been included in  compensatory  element of
stock  issuances  for  selling,  general  and  administrative  expenses  in  the
accompanying  condensed 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.

As of December 31, 2002, the Company's management believed that it was premature
to fully assess the  likelihood of success in defending the claims  asserted.  A
preliminary  determination  then  showed a  substantial  factual  basis  for the
Company's  termination  of the  agreement.  However,  the  Company was unable to
predict the outcome of the dispute and,  accordingly,  no further adjustment was
made as of December 31, 2002 to the condensed  consolidated financial statements
relating to this agreement.

On June 11, 2004, the Company  completed  execution of a final settlement of our
dispute  with the  Consultants  pursuant  to which  we have  agreed  to issue to
Consultants  2,500,000  shares of the Company's  common stock.  The terms of the
settlement agreement provide that the Company shall distribute our pending proxy
statement to our  stockholders for a vote within 60 days after the completion of
the review of such document by the Securities and Exchange Commission,  and that
such  shares  shall only be paid to the  Consultants  after the  approval by our
stockholders of an increase in the number of authorized shares of the Company to
100  million  shares.  In the event that the shares  are not  transferred  on or

                                       5
<PAGE>
before September 1, 2004, then the settlement agreement shall be voidable by the
Consultants on 30 days written  notice,  whereupon the parties shall  thereafter
continue the  presently  pending  arbitration.  As a result of this  settlement,
since services were no longer being performed, the Company recognized a non-cash
expense  of  $1,375,699  as  litigation  settlement  expense  for the year ended
December  31,  2003.  However,  if the  Company  is unable  to issue the  shares
pursuant to the  settlement  agreement  then there could be a material,  adverse
effect on our revenues, profits, results of operations,  financial condition and
future  prospects of the Company.  On November 15, 2004,  the parties  agreed in
principle to extend the agreement to December 1, 2004.

As a result of our  Definitive  Proxy  Statement  voted on and  approved  by the
shareholders  of the Company on December 6, 2004,  which increased the Company's
number of  authorized  shares of common  stock from  20,000,000  to  100,000,000
shares,  the Company was able to issue and transfer the Settlement shares to the
Consultants in full and final settlement of all outstanding  claims. The Company
has no  further  obligation  under  the terms  and  conditions  set forth in the
Settlement Agreement.

Golden Gloves (PTY) Limited

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 had 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. The Company has not made any payments pursuant to the settlement
agreement and,  therefore,  is in default of the  agreement.  As of December 31,
2004 the Company remains in default of the settlement agreement.

Zomba Recording Corporation

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, 2004, the unpaid balance owed to Zomba by CKP was approximately $267,000 and
is reported as current notes payable.

J.P. Morgan Chase & Company

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 was  payable  in 36  monthly  principal  payments  of  $5,549,  plus 6%
interest per annum. The note was 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.

On January 13,  2004,  a judgment  in the amount of $95,145 was entered  into in
favor of the bank against the Company and its President in  connection  with the
default  of the note  outstanding.  On May 5,  2004,  the  Company  and the bank
reached  a  forbearance   agreement  whereby  the  Company  would  pay  out  the
outstanding  principal amount,  plus interest,  in 60 monthly payments of $1,752
each, in exchange for forbearance on any additional  efforts to collect upon the
unsatisfied  portion of the judgment  balance with interest at 4% per annum. The
balance on this  obligation at December 31, 2004  amounted to $79,490,  which is
categorized  as  accrued  litigation  and  judgments  payable  in the  Company's
consolidated  financial  statements.  The Company is currently in default of the
terms set forth in the forbearance agreement.

Securities & Exchange Commission

On March 24, 2004,  the United States  Securities and Exchange  Commission  (the
"SEC") brought a civil action against Cedric Kushner  Promotions,  Inc.,  Cedric
Kushner,  James  DiLorenzo  and Steven Angel in federal  district  court for the
Southern  District  of New York (No.  04 CV 2324).  The action  alleges  several
violations  of the  Securities  Exchange  Act of  1934  and the  Public  Company
Accounting Reform and Investors Protection Act of 2002 including:  Section 10(b)
of the Securities Exchange Act of 1934,  Exchange Rule 10b-5,  Section 302(a) of
the Public Company  Accounting  Reform and Investors  Protection Act of 2002 and
Exchange Act Rule 13a-14  thereunder.  The SEC further alleges that the officers
and  directors  aided and abetted the  Company's  violation  of the Exchange Act
Sections 13(a),  13(b) (2) (A), 13 (b) (2) (B) and Exchange Act Rules 12b-20 and
13a-1  thereunder of the Rules and Regulations  described above and alleges that
the  Company's  Form  10-KSB for the fiscal year ended  December  31,  2002,  as
originally filed, contained material  misstatements and omissions.  The remedies
sought by the SEC include, but are not limited to:

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<PAGE>
     o    Monetary fines levied upon the Company and its officers and directors;
     o    Permanently barring Messrs. Kushner,  DiLorenzo and Angel from serving
          as officers or directors of the Company and any other publicly  traded
          corporation; and
     o    Permanently  restraining  and enjoining the Company,  its officers and
          directors  from  violating  the  federal  securities  laws,  rules and
          regulations.

In a press release  dated March 26, 2004,  the Company,  its  officers,  and its
directors publicly announced they intend to vigorously defend themselves against
the  claims  made by the  SEC.  If,  however,  the SEC  were to  prevail  in its
litigation,  the Company's  business,  operations and financial condition may be
materially and adversely affected.  As of the date of this filing there has been
no material change to this matter.

National Sports Partners

On May 29,  2003,  National  Sports  Partners,  a New York  general  partnership
("NSP") and owner of Fox Sports Net Broadcast  Service ("FOX"),  commenced legal
action in the Supreme Court of the State of  California,  County of Los Angeles,
against the Company.  NSP alleged that Company  breached an agreement to pay for
advertising time pursuant to an agreement,  failed to pay for certain production
fees and costs for  producing  and airing boxing events on Fox, and is suing the
Company for approximately $239,200,  plus interest,  costs and attorney fees. As
of  September  30,  2004,  the Company had accrued  approximately  $239,000 as a
potential liability to NSP.

On or about  August  31,  2004,  the  Company  reached a letter  agreement  with
National Sports Partners, wherein National Sports Partners has agreed to forbear
from further  action  against the Company in exchange for full payment over time
as  stipulated  in the  agreement of the judgment  amount  outstanding  equal to
$239,486,  plus any deferred  interest.  As of December 31, 2004 the Company has
paid $45,000 against the judgment amount.  However,  the Company is currently in
default of the letter agreement.

Buster Mathis, Jr.

In December  2001,  Buster  Mathis,  Jr.  ("Mathis"),  a boxer,  filed an action
against the Company, CKP, CKB and the Company's President,  individually, 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 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 2002 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 continues 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 had the option to satisfy  $275,000 of the
settlement amount by issuing  unrestricted  shares of the Company's common stock
to 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. On July 7, 2003, the Company paid an additional $122,500 pursuant to the
Mathis SA.

If Mathis elects to sell the Mathis Shares,  the Company has agreed to guarantee
that the proceeds from the sale of these Mathis Shares equal 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 East Hampton
residence  owned by the Company's  President.  On September 15, 2003 the Company
defaulted on Mathis SA because the required shares were not issued and delivered

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<PAGE>
to  Mathis as  required  by the April  18,  2003  Mathis  SA. As a result of the
breach,  Mathis was given the ability to enforce the judgment amount against the
Company and its President.

On February 18, 2004 the Company paid Mathis an additional  fee of $75,000 in an
effort to forego any further action that Mathis was going to take either against
the Company or Kushner  individually.  On March 24, 2004, the Company and Mathis
entered into an amicable  settlement  arrangement  whereby  Mathis has agreed to
release  the  Company,   Cedric  Kushner   Promotions,   Ltd.,   Cedric  Kushner
Productions,  Ltd., and Cedric Kushner  Boxing,  Inc. from all  liabilities  and
obligations  including  but not limited to those  obligations  arising  from the
Mathis  SA,  entered  into  effective  as of April 18,  2003,  and the  judgment
obtained by Mathis in regards to 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. In exchange  for such  release the Company has hired  Mathis in a consulting
capacity for a term of three  years.  Mathis will assist the Company as a talent
scout in its  endeavors  to search for young  amateur  boxers with  professional
potential. In addition,  Mathis has agreed to attend occasional meetings, events
or functions on behalf of the Company,  and to advise,  and discuss new concepts
and  projects in  development  by the  Company.  As  compensation  for  services
rendered, the Company has agreed to pay Mathis $363,000 in full by July 15, 2004
resulting  in the  Company  recognizing  an  additional  amount of  $105,756  in
settlement  expense in 2003.  Additionally,  the  Company  agreed that if Mathis
shall not have received the full compensation of $363,000 by July 15, 2004, then
the Company  shall pay Mathis  additional  compensation  of $3,500 per month for
each month that the sum of $363,000  (exclusive of the additional  compensation)
has not been paid. At the sole option of the Company,  in lieu of payments,  the
Company may tender Mathis freely  tradable shares of common stock of the Company
registered  pursuant  to a Form S-8 that the Company  intends to file,  although
there is no assurance  that this will occur.  At its sole and exclusive  option,
the Company may elect to  accelerate  the  payment  schedule.  As of December 6,
2004, the Company has an outstanding  balance of $293,000 due Mathis,  inclusive
of fees for  additional  compensation  of $3,500 per month  commencing  July 15,
2004. As a result of our Definitive Proxy Statement voted on and approved by the
shareholders  of the Company on December 6, 2004,  which increased the Company's
number of  authorized  shares of common  stock from  20,000,000  to  100,000,000
shares,  the Company issued 732,500 shares of common stock as consideration  for
the  outstanding  balance due. The shares were registered on form S-8 filed with
the Securities and Exchange Commission on January 18, 2005.

Shane Mosley

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. 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.  On July 16, 2003, a restraining  order was placed in favor
of the boxer against the Company that prohibited the sale, transfer, assignment,
or interference  of the Company's  property at a certain  financial  institution
until the judgment is satisfied or vacated.

On May 6, 2004 the Company and the boxer agreed to settlement of the outstanding
dispute.  Pursuant to the agreement, the Company agreed to pay the boxer $50,000
in  exchange  for  forbearance  on any  additional  efforts to collect  upon the
unsatisfied  portion of the judgment until August 1, 2004. The Company agrees to
use its best  efforts  to cause  its  stockholders  to  increase  the  number of
authorized  common stock  outstanding on or before August 1, 2004. The boxer and
the Company  shall then enter into a  settlement  agreement  whereas the Company
shall issue to the boxer  common stock of the Company  equal to the  outstanding
amount of  $510,704  divided  by the  lesser of a 10%  discount  of the  average
closing  bid  price  for the 60 day  trading  period  prior  to the date of such
issuance, or a 10% discount of the price on the day of such issuance.

The parties  then  agreed to a fairness  hearing  whereby  the final  settlement
agreement will be brought before a court to determine  whether the settlement is
fair and reasonable and, finally,  issuing an exemption from registration of the
settlement  shares.  If the  Company was unable to issue the stock to the boxer,
exempt from  registration,  Mosley may seek to enforce the unsatisfied amount of
the  judgment  against  the Company  and resume the  prosecution  of this action
against the  Company.  However,  if the Company  were unable to issue the shares
pursuant to the  settlement  agreement  then there could be a material,  adverse
effect on our revenues, profits, results of operations,  financial condition and
future prospects of the Company.  Currently the Company is in default of the May
6, 2004 forbearance agreement. As of December 31, 2004, the Company had recorded
as current notes payable $435,359 as the remaining liability to the boxer.

Dewayne Layfield

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 was

                                       8
<PAGE>
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,  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 September 1, 2003, the Company issued a promissory note for the Fixed
Amount  with a third  party (the  "Noteholder")  whom had been  transferred  the
rights through a separate  agreement with APB. As of December 31, 2003, the note
was in  default.  The  balance on this note at  December  31,  2003  amounted to
$250,000.  On or about January 8, 2004,  APB commenced  arbitration  against the
Company in which it was alleged that the Company defaulted upon the terms of the
$250,000 note dated  September 1, 2003. On or about March 30, 2004,  this matter
was  settled  pursuant  to  which  Noteholder  and the  Company  entered  into a
Forbearance  Agreement  pursuant to which the outstanding  balance due under the
note was restructured  pursuant to a payout  schedule.  The Noteholder was given
additional  security  interest in the Library,  as  collateral in the event of a
material  default,  for the  debt  and the  arbitration  was  dismissed  without
prejudice.  As of the December 31, 2004 the amount owed pursuant to the Note was
$175,000.  During March 2005, the Company  became in default of the  forbearance
agreement.  On or about  April 13,  2005,  the  Company  received  a Demand  for
Arbitration and attached  Statement of Claim served by Layfield.  Layfield seeks
damages for breach of the Forbearance Agreement in the amount of $166,000,  plus
any lawful accruing interest fees and expenses.

Others

On or about August 3, 2004 the Company was served a Petition to Recover  Damages
for Breach of Contract,  Temporary Restraining Order Preliminary Injunction, and
Permanent Injunction by a third party. This petition calls for damages regarding
loss of profits among other things,  as well as reimbursement for other expenses
in  connection  with a legal  dispute  between  a  fighter  currently  under  an
Exclusive  Promotional  Agreement with the Company and his former  manager.  The
Company believes its involvement in this suite is without merit.

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,  claims by certain service providers,  and other
issues.  At  December  31,  2004,  the  Company  had  accrued  an  aggregate  of
approximately  $1,147,224,  inclusive of the amounts  previously  discussed,  in
addition to $702,234 classified as notes payable.

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

1. A Special  Meeting  was held on December 6, 2004 at 9:00 AM at the offices of
our counsel,  Sichenzia Ross Friedman  Ference LLP, 1065 Avenue of the Americas,
New York, New York 10018.

2. There were present in person or by proxy  56,932,044  voting shares comprised
of Common  Stock,  of a total of 10,664,207  shares of Common Stock  entitled to
vote,  shares of Series A Preferred Stock,  Series B Preferred  Stock,  Series C
Preferred  Stock  and  Series D  Preferred  Stock,  respectively,  of a total of
117,500,  464,908, 27,923 and 399,752 shares of Series A Preferred Stock, Series
B  Preferred  Stock,  Series C  Preferred  Stock and  Series D  Preferred  Stock
entitled to vote.

The Company's Common Stock,  Series A Preferred Stock, Series B Preferred Stock,
Series C Preferred  Stock and Series D Preferred  Stock were the only classes of
voting securities of the Company. The Company's Common Stock was entitled to one
vote per share;  holders of shares of Series A Preferred  Stock were entitled to
10 votes per share;  holders of shares of Series B Preferred Stock were entitled
to 50 votes per share  (equivalent  to one vote per share of Common  Stock  into
which such shares of preferred stock convert); the holders of Series C Preferred
Stock were entitled to 100 votes per share  (equivalent to one vote per share of
Common Stock into which such shares of preferred stock convert); and the holders
of Series D Preferred Stock were entitled to 50 votes per share.

3. The number of shares voted in favor of the election of the following nominees
for director is set forth opposite each nominee's name:

                     Nominee                         No. of Shares
                  --------------                     -------------
                  Cedric Kushner                        56,132,666
                  James DiLorenzo                       56,132,666

4. 56,922,544  shares were voted in favor of the amendment to our certificate of
incorporation  to delete  information  about our business  purposes  that was no
longer accurate;

5. 56,866,044  shares were voted in favor of the amendment to our certificate of
incorporation to reclassify our Class A Common Stock and Class B Common Stock as
a single class of Common Stock;

6. 56,746,854  shares were voted in favor of the amendment to our certificate of
incorporation to increase our authorized  Common Stock from 20 million shares to
100 million shares;
                                       9
<PAGE>
7. 56,793,704  shares were voted in favor of the amendment to our certificate of
incorporation  and by-laws to replace our classified  board of directors with an
unclassified board of directors;

8. 49,451,581  shares were voted in favor of the amendment to our certificate of
incorporation  and by-laws to permit our  stockholders to take action by written
consent in lieu of a meeting;


9.  49,286,641  shares  were  voted in favor of the  adoption  of our 2002 Stock
Option Plan;

10.  56,738,894  shares  were  voted in favor of the  appointment  of  Wolinetz,
Lafazan & Company,  P.C. as independent  auditors for the Company for the fiscal
year ended December 31, 2004.

                                     PART II

Item 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market for Securities

Our common  stock was quoted on the Over the Counter  Bulletin  Board  beginning
March 16, 1999 until May 21, 2004. On May 22, 2004,  our common stock was quoted
on the "Pink  Sheets"  and  currently  trades  under the symbol  "CKPI.PK".  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*
        ---------------                             -----     ----
         2003
         March 31, 2003                              0.73     0.55
         June 30, 2002                               0.53     0.42
         September 30, 2003                          0.55     0.45
         December 31, 2003                           0.59     0.40

         2004
         March 31, 2004                              0.80     0.70
         June 30, 2004                               0.51     0.43
         September 30, 2004                          0.50     0.43
         December 31, 2004                           0.70     0.45

         2005
         March 31, 2005                              0.58     0.27

*Pink Sheet  market  quotations  reflect  inter-dealer  prices,  without  retail
mark-up, markdown or commissions, and may not represent actual transactions.

The per share  closing  sales price of the common stock as reported by the "Pink
Sheets"  on  May  9,  2005,  was  $0.37.  As  of  March  31,  2005,  there  were
approximately  150 holders of record of common  stock and  57,588,028  shares of
common  stock  outstanding.  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.

Description of the 1996 Incentive and Non-Qualified Stock Option Plan

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.

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

                                       10
<PAGE>
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).

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 stockholders 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 stockholder
approval if such  approval  is  necessary  to comply with any tax or  regulatory
requirement applicable to the 1998 Plan.

Description of the 2002 Stock Option Plan

The 2002 Plan will be administered by either the full Board of Directors or such
committee of Directors as the full Board of Directors may form in the future for
such  purpose  (in  either  case,  the  "Plan   Administrator").   If  the  Plan
Administrator  is  constituted  as a committee,  it will be  structured so as to
allow for the issuance of Incentive Options within the meaning of Section 422(b)
of the Code,  although both Incentive  Options and  Nonqualified  Options may be
issued pursuant to the 2002 Plan. 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 2002 Plan  provides  that the

                                       11
<PAGE>
total amount of common stock with respect to which  options may be granted shall
not exceed 1,000,000 shares.

Although  Nonqualified  Options may be issued at any option price  determined by
the Plan  Administrator,  the option price for Incentive Options will be no less
than the fair market  value of the Common Stock on the date an option is granted
(or 110% of fair market value in the case of persons  holding 10% or more of the
combined  voting power of all classes of stock of the Company).  The fair market
value of Common Stock on July 25, 2002, as  determined  in  accordance  with the
2002 Plan, was  approximately  $1.00 per share. 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).

Plan 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.

At the discretion of the Plan Administrator, in the event of a Change of Control
of the Company,  as defined in the 2002 Plan (see  Appendix D), (i) Plan Options
may become  fully vested and  exercisable  in  accordance  with the terms of the
relevant option grant, (ii) the Company may cancel outstanding Plan Options upon
reasonable  notice to the optionees  (cancellation may also be effected on these
terms in connection with the liquidation of the Company) or (iii) if the Company
is not the  surviving  entity  in such  Change  of  Control,  arrange  with such
surviving entity for the assumption of each outstanding option granted under the
2002 Plan or the substitution of an equivalent option or right.

Subject to the  limitations  of the 2002 Plan,  the maximum  number of shares of
Common Stock  reserved for Plan Options and the number of shares of Common Stock
represented by a Plan Option shall be subject to adjustment or substitution,  as
determined by the Plan Administrator in its sole discretion, as to the number or
price of a share of stock subject to such options (A) in the event of changes in
the  outstanding  Common  Stock or in the  capital  structure  of the Company by
reason of stock or  extraordinary  cash dividends,  stock splits,  reverse stock
splits,    recapitalizations,    reorganizations,    mergers,    consolidations,
combinations,  exchanges, or other relevant changes in capitalization  occurring
after  the date of grant of any  option  or (B) in the  event of any  change  in
applicable laws or any change in circumstances  which results in or would result
in any  substantial  dilution  or  enlargement  of the  rights  granted  to,  or
available for,  persons  granted options under the 2002 Plan, or which otherwise
warrants equitable  adjustment because it interferes with the intended operation
of the 2002 Plan.

Unless otherwise  provided in any Option agreement,  the unexercised  portion of
any  Option  shall  generally  terminate  on the  earlier to occur of: (i) three
months after the termination of the optionee's employment with the Company (with
the  exception  of (a)  termination  "for  cause" (as  defined  therein),  (b) a
disability (as defined therein), or (c) death of the optionee); (ii) immediately
upon the  optionee's  termination  for cause or if the  optionee  shall file any
lawsuit or arbitration claim against the Company or any subsidiary; (iii) twelve
months  following the  termination of the  optionee's  employment by reason of a
disability;  and (iv) twelve  months  after the  termination  of the  optionee's
employment by reason of death or as otherwise provided therein.

Plan Options  generally may not be transferred other than by will or the laws of
descent and  distribution,  or, in the case of  Nonqualified  Options,  upon the
prior written  consent of the Plan  Administrator.  The delivery of Common Stock
pursuant to the exercise of an option  granted under the 2002 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 2002 Plan  provides that it will  terminate,  unless  earlier  terminated as
provided  therein,  on June 20, 2012. The 2002 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 stockholder approval if such
approval  is  necessary  to  comply  with  any  tax  or  regulatory  requirement
applicable to the 2002 Plan  (including as necessary to prevent the Company from
being  denied a tax  deduction  on account of  Section  162(m) of the Code).  In
addition, no such amendments or termination may impair the rights of an optionee
with respect to existing Plan Options without the consent of that optionee.

                                       12
<PAGE>
The  following  table  sets forth  information  concerning  the issued  options,
weighted  average exercise prices and remaining shares available under, the 1996
Plan, the 1998 Plan and the 2002 Plan:
<TABLE>
<CAPTION>
Number of securities
<S>                                           <C>                           <C>                         <C>
                                                                                                 remaining
                                   Number of securities to                                       available for future
                                                                                                 issuance
                                   be issued upon exercise     Weighted-average exercise         under stock option
                                                                                                 plans
                                   of outstanding options      price of outstanding options      (excluding securities
                                                                                                 reflected in
                                   warrants and rights (a)     warrants and rights (b)           column (a) and (c)
                                   -----------------------     ----------------------------      -----------------------------------
Stock option plans approved
by our stockholders                       150,000              $        0.76                              1,000,000

Stock option plans not
approved by our stockholders              149,000                       1.43                              N/A
</TABLE>
Recent Issuances of Unregistered Securities.

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

The following common stock issuances occurred in 2004:

On April 12, 2004, the Company entered into an exclusive  promotional  agreement
("EPA") with a boxer whereby the fighter granted the Company the exclusive right
to promote the fighter and arrange  professional boxing contests (bouts) for the
boxer. The Agreement has a term of two years;  however, it can be extended under
certain  circumstances.  In  consideration,  the boxer received a non-refundable
payment of $125,000.  The Company has also agreed to issue 250,000 shares of the
Company's  common  stock to the boxer.  Furthermore,  the  Company has agreed to
repurchase half of the boxer's shares, upon certain conditions, for an amount up
to $75,000. The fair value of stock to be issued to the boxer was $212,500.  The
total cost of $337,500 is being  amortized over the two year term of the EPA. As
a  result  of our  Definitive  Proxy  Statement  voted  on and  approved  by the
shareholders  of the Company on December 6, 2004,  which increased the Company's
number of  authorized  shares of common  stock from  20,000,000  to  100,000,000
shares, the Company issued the agreed upon shares of common stock to the Boxer.

On June 30, 2004, the Company and other parties entered into a limited liability
agreement to form and become members of a Delaware  limited  liability  company,
Pledge This  Holdings,  LLC ("Pledge,  LLC").  Pledge,  LLC was formed to obtain
necessary  financing,  produce and distribute a  feature-length  motion picture,
including  theatrical  and  non-theatrical  distribution,   over-air  and  cable
television broadcast, and DVD/video distribution.  In order to induce a group of
investors ("Secured Party") to invest in and make accommodations to Pledge, LLC,
and in partial  consideration of its 22.5% membership  interest in Pledge,  LLC,
the Company entered into a Guarantee and Pledge Agreement  whereby it guaranteed
the repayment of the $1,000,000  investment of the Secured Party to Pledge, LLC.
As further  consideration,  the Company  entered into a Class A Common Stock and
Installment  Agreement on June 30, 2004 whereby it agreed to reserve for further
issuance to the Secured Party 1,000,000  shares of its Class A Common Stock, par
value $.01 per share,  immediately upon obtaining stockholder approval. The fair
value  of this  stock  as of June  30,  2004  was  $510,000,  which  amount  was
recognized  as  financing  cost during the year ended  December  31,  2004.  The
Company  also agreed to pay to the Secured  Party an amount  equal to 12% of the
Secured  Party's  total  investment  in  Pledge,  LLC per  annum,  payable  on a
quarterly  basis.  As a result of our Definitive  Proxy  Statement  voted on and
approved by the shareholders of the Company on December 6, 2004, which increased
the  Company's  number of authorized  shares of common stock from  20,000,000 to
100,000,000  shares,  the Company issued 1,000,000 shares of common stock to the
Secured Party.

On June 1, 2004 the Company entered into a six-month  consulting  agreement with
an individual to provide general consulting services to the Company. Pursuant to
the agreement  and in exchange for the various  services  provided,  the Company
agreed to issue to the  individual  10,000  restricted  shares of the  Company's

                                       13
<PAGE>
common stock every month, beginning with the effective date of the agreement and
continuing  until the expiration or  termination  of the agreement.  Such shares
contain  piggyback  registration  rights and will not be issued  until after the
Company obtains stockholder approval to increase the number of authorized shares
of the  Company's  common  stock.  In the event  that  stockholder  approval  to
increase  the number of  authorized  shares of the  Company is not  successfully
completed on or before  November 1, 2004, the agreement shall be deemed null and
void and the Company shall have no obligation to the individual hereunder. As of
November 15, 2004, the agreement was extended for an additional six-month period
under the same terms and  conditions,  except for the  removal of the  provision
that renders the agreement null and void if stockholder approval to increase the
number of authorized  shares of the Company is not successfully  completed.  The
Company  recognized  $20,100  as  compensatory  element  of  stock  and  warrant
issuances included in selling, general and administrative  expenses,  related to
this transaction, for the year ended December 31, 2004.

On October 31,  2004,  the Company and  consultant  executed a letter  agreement
amending certain sections of the original  agreement  whereby the Company agreed
to issue to the  Consultant  $10,000  worth of  shares  of  common  stock of the
Company  at a price  equal to the  average  closing  bid price of the  Company's
common stock for the five day trading period  immediately  preceding the date of
issuance.  Additionally  the Company  agreed to extend the life of the agreement
until December 31, 2004. The Company further agreed to delete the language,  "In
the event that stockholder  approval to increase the number of authorized shares
of the Company is not successfully  completed on or before November 1, 2004, the
agreement shall be deemed null and void and the Company shall have no obligation
to the  individual  hereunder." As a result of our  Definitive  Proxy  Statement
voted on and  approved by the  shareholders  of the Company on December 6, 2004,
which increased the Company's  number of authorized  shares of common stock from
20,000,000 to 100,000,000 shares, the Company was able to issue and transfer the
shares  to the  Consultant  as set  forth  in the  agreement.  The  shares  were
registered  under Form S-8 filed with the Securities and Exchange  Commission on
January 18, 2005.

In May, 2004, the Company issued 632,020 shares,  as adjusted,  of the Company's
common  stock in  connection  with the  conversion  of $240,000  principal  plus
accrued interest thereon of approximately $13,000.

In July,  2004,  the  Company  issued  4,478,129  shares,  as  adjusted,  of the
Company's common stock in connection with the conversion of $1,591,500 principal
plus accrued interest thereon of approximately $95,000.

In December  2004,  the Company  issued 425,000 shares of common stock valued at
$273,500 to three  individuals.  Such shares  were issued in  connection  with a
dispute relating to services arising during the year ended December 31, 2003.

The following warrant issuances occurred in 2004:

From January 26, 2004 to April 12, 2004, the Company issued 795,750  warrants to
purchase  shares of common  stock in  connection  with the notes at an  exercise
price of $0.50 per share.  The warrants,  which are exercisable over a five-year
period,  will expire at various  dates from  January 25, 2009 to April 11, 2009.
The fair value of the warrants was approximately $700,000 at an average price of
approximately  $0.90 per share on the date of issuance,  using the Black-Scholes
pricing model. Additionally,  the Company agreed to pay sales commission related
to  issuance of these  notes and  warrants  in the amount of  $144,500  plus the
Company  agreed to issue the sales agent  138,200  warrants with the same terms.
The fair value of the warrants was approximately $700,000 at an average price of
approximately  $0.90 per share on the date of issuance,  using the Black-Scholes
pricing  model.  This sales  commission  and the fair value of the warrants were
expensed over the term of the notes as financing costs.

In December 2004, the Company issued 196,010  additional  warrants in connection
with the December 2003 convertible debt of $240,000.  These warrants were issued
since the  original  notes  called  for  warrants  to be based on common  shares
converted.  The  fair  value  of the  warrants  was $.69  per  share  using  the
Black-Scholes  pricing  model.  Finance costs related to these  warrants for the
year  ended  December  31,  2004  included  in  the  consolidated  statement  of
operations amounted to $135,247.

On June 7,  2004,  the  Company  entered  into an EPA with a boxer  whereby  the
fighter  granted  the  Company  the  exclusive  right to promote the fighter and
arrange  professional  boxing bouts for the boxer. The Agreement continues until
June 26, 2007. In consideration,  the fighter received a non-refundable  payment
of $75,000, which has been recorded as prepaid signing bonuses, plus warrants to
purchase  500,000  shares of common stock at exercise  prices of $.40 per share.
The  warrants are  exercisable  over a five-year  period.  The fair value of the
warrants  was  estimated  at an average  price of $0.41 per share on the date of
issuance,  using the Black-Scholes pricing model,  totaling $205,000,  which has
been recorded as deferred signing bonus.

The Company  issued 95,500  warrants at an exercise  price of $0.50 per share in

                                       14
<PAGE>
connection  with the  issuance  of  $191,000  principal  convertible  debt.  The
warrants are exercisable over a five-year period. The fair value of the warrants
was  estimated  at an average  price of $0.41 per share on the date of issuance,
using  the  Black-Scholes  pricing  model.  Financing  costs,  related  to these
warrants for the year ended  December 31, 2004 and included in the  consolidated
statement of operations, amounted to $39,155.

Additionally,  the Company paid to a finder cash  compensation of $21,000.  This
fee was  reported  as  financing  costs for the year ended  December  31,  2004.
Furthermore,  the Company  agreed to issue the finder a warrant to purchase  one
share of common stock for every $3.00 of the gross proceeds raised by the finder
for a total of  63,667  warrants.  The  warrants  have a term of 5 years  and an
exercise price of $0.50 per share.  The warrants have an estimated fair value of
$28,650  which was reported as financing  costs for the year ended  December 31,
2004.

The following issuances occurred subsequent to December 31, 2004:

On January 10, 2005, the Company entered into a three year consulting  agreement
with a  consultant  to  provide  general  consulting  services  to the  Company.
Pursuant to the agreement,  the Company has issued to the  consultant  3,000,000
restricted  shares of the  Company's  common stock valued at  $1,530,000  (to be
amortized over the life of the  agreement) for various  services to be provided.

Such  shares  shall be and were  registered  with the  Securities  and  Exchange
Commission  on Form S-8  Registration  Statement  filed with the  Commission  on
January 18, 2005. Additionally the Company has agreed to issue to the Consultant
warrants to purchase  an  aggregate  of twelve  million  (12,000,000)  shares of
Common Stock ("Warrants"),  valued at approximately  $5,880,000 (to be amortized
over the life of the agreement and vesting terms),  at an initial exercise price
of $0.10 cents per share.  The Warrants  shall  provide for  cashless  exercise.
Notwithstanding any failure of the Consultant to perform any Services under this
Agreement or the termination of this Agreement by the Company or the Consultant,
with our without cause, the Warrants shall automatically vest and be immediately
exercisable  by the  Consultant  in three equal  installments  as  follows:  (i)
Warrants to purchase  four million  (4,000,000)  shares of Common Stock upon the
execution of this Agreement,  (ii) Warrants to purchase to purchase four million
(4,000,000)  shares of Common Stock on the first anniversary of the date of this
Agreement,  and (iii) Warrants to purchase to purchase four million  (4,000,000)
shares of Common Stock on the second anniversary of the date of this Agreement.

On January 23, 2005, the Company entered into a debt  settlement  agreement with
Yeend & Castaneda,  LLP ("Y&C"); whereby Y&C are owed approximately $120,000 for
past services provided the Company.  Y&C and the Company agreed to the following
terms:  the  Company  shall pay to Y&C  $37,500  payable  as per an agreed  upon
schedule,  the Company issued Y&C a warrant to purchase 245,000 shares of common
stock of the Company at an  exercise  price of $.10.  Such  warrant is valued at
approximately  $118,000 and shall contain a cashless  exercise  provision  along
with  piggyback   registration   rights.   Additionally,   for  full  and  final
satisfaction of the indebtedness,  the Company shall issue to Y&C 145,000 shares
of  unregistered  and restricted  common stock of the Company.  Such shares have
been  valued at  approximately  $74,000  and  shall  also  have the  benefit  of
piggyback registration rights.

On February 9, 2005, the Company began to offer up to $3,000,000 in Common Stock
of the Company  for sale to  accredited  investors  at a price of $.36 per Share
(the  "Offering") on a "best efforts" basis. The offering will be open until May
5, 2005 unless terminated  earlier by the Company.  The shares offered will have
the benefit of "piggy-back"  registration rights. On March 23, 2005, the Company
revised the per share purchase price of the Shares from $0.36 per share to $0.25
per  share.  As of  March  31,  2005,  the  Company  received  subscriptions  of
approximately $250,000.

On February 15, 2005,  the Company  entered into a conversion  agreement  with a
debt holder,  whereby the holder is currently owed in the aggregate  $275,000 by
the  Company on various  short term loans of which the Company is  currently  in
default.  The holder agreed to convert  $75,000 of his loan into Common Stock of
the  Company at a price of $.36 per share.  The holder  further  agreed to enter
into a new  6-month  note with the  Company for the  remainder  of the  $200,000
principal  amount  outstanding.  In exchange the Company  agreed to issue to the
holder  250,000  shares of the Company's  Common Stock as a penalty  payment for
being in default of the $275,000 loans.  The value of the 250,000 penalty shares
amounted to $142,500 and was charged to  operations as finance costs in the year
ended December 31, 2004.

Between  January 1, 2005 and February 7, 2005,  the Company sold an aggregate of
2,316 shares of Series E Preferred  Stock for gross  proceeds of $833,863 with a
liquidation preference of $833,863.

                                       15
<PAGE>
Item 6. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION

INTRODUCTION AND CERTAIN CAUTIONARY STATMENTS

The  following  discussion  of  our  financial  condition  and  results  of  our
operations should be read in conjunction with the Financial Statements and Notes
thereto.  Our fiscal year ends  December  31.  This  document  contains  certain
forward-looking  statements including, among others, 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. These forward-looking  statements are based largely on
our current expectations and are subject to a number of risks and uncertainties.
Actual results could differ  materially from these  forward-looking  statements.
Important  factors to consider in  evaluating  such  forward-looking  statements
include (i) changes in external  factors or in our  internal  budgeting  process
which might  impact  trends in our  results of  operations;  (ii)  unanticipated
working  capital  or other cash  requirements;  (iii)  changes  in our  business
strategy or an inability to execute our strategy due to unanticipated changes in
the industries in which we operate;  and (iv) various competitive market factors
that may prevent us from competing successfully in the marketplace.

OVERVIEW

The  Company,  through  its  subsidiaries,  is an  integrated  boxing  and media
company.

SUBSIDIARIES AND OPERATIONS

The Company's subsidiaries are summarized below:

Cedric Kushner Boxing, Inc.

Cedric Kushner Boxing, Inc. ("CKB") was incorporated under the laws of the State
of Delaware on March 5, 1999. CKB is 100% owned by the Company. CKB functions as
a holding company for the following subsidiaries:

Cedric Kushner Promotions, Ltd.

Cedric Kushner Promotions, Ltd. ("CKP"),  incorporated as a New York corporation
on March 23, 1993,  manages the  promotion  of  professional  boxing  events and
professional  boxers. It is a party to most of the 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 sports governing bodies.  CKP typically acquires the rights to
boxing  athletes  and  packages  those rights to  television  networks,  venues,
sponsors and other  promoters.  It has promotional  rights to  approximately  10
boxing athletes. CKP is 100% owned by CKB. CKP was dissolved by the State of New
York Division of  Corporations  by  proclamation  on June 25, 2003 and is in the
process  of being  reinstated.  There can be no  assurances  that the  contracts
entered  into by CKP  are  enforceable  until  CKP has  been  reinstated.  CKP's
business  is  performed  through  its sister  subsidiaries  or parent  until its
reinstatement.

Big Content, Inc.

Big Content,  Inc. ("Big  Content"),  incorporated as a Delaware  corporation on
March 22,  2000,  manages the  creation,  distribution  (both  domestically  and
internationally), and maintenance of all of our boxing media holdings, including
our boxing media library of videotaped boxing events and current original boxing
related television programming. Big Content is 100% owned by CKB.

ThunderBox, Inc.

ThunderBox,  Inc.  ("Thunderbox") was incorporated as a Delaware  corporation on
March 7, 2001. ThunderBox is 80% owned by Big Content. This corporation owns and
manages the  ThunderBox  Series,  a program  that debuted in October  2000.  The
Thunderbox series discontinued as of December 31, 2003; however,  the Company is
negotiating  certain  licenses  for  the  Thunderbox  library.  There  can be no
assurances that such agreements will be consummated.

Ckrush Entertainment, Inc.

Ckrush  Entertainment,  Inc.  ("Entertainment")  was  incorporated as a Delaware
corporation on July 8, 2004.  Entertainment  develops,  produces,  finances, and
distributes  film  and  television   properties.   Entertainment   currently  is
co-producing  "Pledge  This",  starring Paris Hilton and  distributing  the film
"Pauly Shore Is Dead" in U.S.  Theatres.  Entertainment has a number of film and
television  properties  in  development.  Entertainment  is  100%  owned  by the
Company.


                                       16
<PAGE>
Ckrush Direct, Inc.

Ckrush Direct,  Inc.  ("Direct") was  incorporated as a Delaware  corporation on
October of 20, 2004 to develop,  acquire,  and  finance  entertainment  oriented
goods for direct response,  retail and digital sale. Direct is 100% owned by the
Company.

Ckrush Sports, Inc.

Ckrush Sports,  Inc.  ("Sports") was  incorporated as a Delaware  corporation on
January 12, 2005.  Sports was set up as a holding  entity with the  intention to
hold all of the  Company's  sports  related  properties,  including  its  boxing
division. Sports is 100% owned by the Company.

Ckrush, Inc.

Ckrush,  Inc.  ("Ckrush") was incorporated as a Delaware  corporation on January
12, 2005. Ckrush was set up with the intention of becoming a holding company for
the newly formed subsidiaries using the Ckrush name. Ckrush is 100% owned by the
Company.

The Company  currently has two reportable  segments,  boxing and media.  For the
year ended  December 31, 2004, the  consolidated  net assets,  consolidated  net
revenues and consolidated net loss of the Company are attributable  primarily to
the operations of boxing media and entertainment.


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,  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
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.

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 discounted 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.


                                       17
<PAGE>
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.

Intangibles are being amortized over their estimated useful lives ranging from 5
to 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.

The cost of feature  film  distribution  rights is  amortized  over an estimated
useful life of 2 years.

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.

At  December  31,  2004 and 2003,  the  Company  had  provided a 100%  valuation
allowance  for the deferred tax assets,  because the  ultimate  realizations  of
those assets are uncertain.

COMPARISON OF THE YEARS ENDED DECEMBER 31, 2004 AND DECEMBER 31, 2003

Total revenues  increased by $662,777,  or 28%, to $3,012,904 for the year ended
December 31, 2004 from $2,350,127 in the prior year.

Revenues from boxing operations  increased by $1,179,321,  or 81%, to $2,627,827
for the year ended December 31, 2004 from  $1,448,506 for the same period in the
prior year. The primary factors contributing to the increase were the following:

     o    The  Company's  organization  of a title  fight in March  that  earned
          approximately $1.25 million dollars in revenues; and
     o    The  repackaging  and marketing of boxing matches with top heavyweight
          contenders  in a new fight  series  titled  "Heavyweight  Heroes;  The
          Search for the Next Great Heavyweight ("Heavyweight Heroes").

Revenues  from media sales  decreased by  $516,544,  or 57%, to $385,077 for the
year ended  December  31,  2004 from  $901,621  for the same period in the prior
year. This declining trend resulted in the Company taking  impairment  losses of
$782,000 on its media assets in 2004.

Revenue from a single customer  accounted for  approximately 31% of revenues for
the year ended December 31, 2004,  compared to 43% from another single  customer
for the same  period  in 2003.  The loss of this  single  customer  will  have a
material impact on the Company's operations or prospects.

As further  discussed  below,  unless the  Company is able to raise  substantial
funds to invest in premium level boxing talent and future event  production,  it
is conceivable that this declining trend can continue.  Furthermore, the Company
must be able to invest in feature film and new media.

                                       18
<PAGE>
Cost of  revenues,  consisting  of  $2,970,842  in  boxing  promotion  costs and
$300,963 in media costs, increased by $1,239,979,  or 61%, to $3,271,805 for the
year ended December 31, 2004, compared to $2,031,826 incurred for the year ended
December 31, 2003. The increase in cost of revenues is attributable primarily to
the  greater  cost  incurred in staging  some of the events  during 2004 and the
launch of the Heavyweight Heroes series during the same period.

Gross profit  decreased by $577,202 from a gross profit of $318,301 for the year
ended  December 31, 2003 to a gross loss of $258,901 for the year ended December
31, 2004. For the year ended December 31, 2004, the Company's  gross margin loss
increased  to 8.6%,  compared to a gross  margin of 13.5% for the same period in
the prior year. The primary reasons are as follows:

     o    Start-up  production costs for the Heavyweight Heroes series;
     o    Losses in certain boxing events due to lower revenue realization.

The following represents a comparison of revenues,  cost of revenues,  and gross
(loss) profit by segment for the years ended  December 31, 2004 and December 31,
2003:

<TABLE>
<CAPTION>
                                                                YEARS ENDED DECEMBER 31,
                                                   2004        % of total        2003            % of total
                                                   ----        ----------        ----            ----------
REVENUES
<S>                                                 <C>             <C>             <C>                 <C>
   Boxing promotions                          $    2,627,827        87.2%   $     1,448,506            61.6%
   Media                                             385,077        12.8%           901,621            38.4%
                                              --------------- ------------  ---------------- ----------------
        TOTAL REVENUES                             3,012,904       100.0%         2,350,127           100.0%
                                              --------------- ------------  ---------------- ----------------

COST OF REVENUES
   Cost of revenues - boxing promotions            2,970,842        98.6%         1,491,561            63.5%
   Cost of revenues - media                          300,963        10.0%           540,265            23.0%
                                              --------------- ------------  ---------------- ----------------
      TORAL COST OF REVENUES                       3,271,805       108.6%         2,031,826            86.5%
                                              --------------- ------------  ---------------- ----------------
GROSS (LOSS) INCOME
   Boxing promotions                                (343,015)      (11.4%)          (43,055)           (1.8%)
   Media                                              84,114         2.8%           361,356            15.4%
                                              --------------- ------------  ---------------- ----------------

        TOTAL GROSS PROFIT (LOSS)             $     (258,901)       (8.6%)         $318,301            13.6%
                                              =============== ============  ================ ================
</TABLE>
Selling, general and administrative expenses increased by 55% or $1,064,281,  to
$2,997,155  for the year ended December 31, 2004,  from  $1,932,874 in the prior
year.

The Company recorded a non-cash expense,  classified as "compensatory element of
stock and warrant issuances for selling, general and administrative expenses" of
$2,619,315  and  $1,645,699  relating  to the use of  stocks  and  warrants  for
obligations due under various consulting and employment agreements for the years
ended  December  31,  2004 and 2003.  As  discussed  in Note 14,  Commitments  &
Contingencies under Consulting Agreements, the Company, ceased negotiations with
the consultant and deemed the agreement,  pursuant to its terms and  conditions,
to be null and void. The Company further deemed that no compensation was due the
consultant in the form of cash,  shares or options,  and reversed all previously
recorded transactions  associated with this agreement,  resulting in a credit of
$2,055,000  which was reported as a separate line item,  reversal of stock-based
compensation due to expiration and  nullification of contract,  on the Company's
Statement  of  Operations  for  the  Year  ended  December  31,  2004.  If  this
transaction  was not reversed this year,  the Company would have reported a loss
from operations of $8,093,307, instead of a loss of $6,038,307.

                                       19
<PAGE>
Depreciation  and amortization  expense for property and equipment  decreased by
$32,485 to $7,638 for the year ended  December  31,  2004,  from  $40,123 in the
prior  year.  Amortization  expense of signing  bonuses  decreased  by $8,381 to
$600,040 for the year ended December 31, 2004, compared to $608,421 in the prior
year.  Amortization  expenses  for  intangible  assets  decreased by $251,379 to
$315,512 for the year ended December 31, 2004,  compared to $564,891  during the
same  period  last  year.  The  lower  amount  results  from the  write-down  of
intangible  assets as a result of an  impairment  loss  recognized  in the prior
year.

In 2003, the Company  recognized a non-cash  expense of $1,481,455 in litigation
settlement expense,  pursuant to settlement  agreements reached with 1) Investor
Relation Services, Inc, and Summit Trading Limited (See Note 15 to the Company's
Consolidated Financial Statements) and 2) Mr. Buster Mathis, Jr. (See Note 15 to
the Company's Consolidated Financial Statements).

The Company  reassessed  the useful  lives of existing  intangible  assets which
resulted in the  recognition  of a $781,833 loss on impairment of its intangible
assets in 2004,  compared to a $1,923,368  loss on impairment of its  intangible
assets.

In 2004 and 2003, the Company assessed  potential future  impairments of prepaid
and deferred  signing bonuses paid to boxers,  which resulted in the recognition
of a combined  impairment  loss of  $514,913  and  $302,333  for the years ended
December  31,  2004 and 2003,  respectively,  on its  investment  in boxers  and
prepaid and deferred signing bonuses.

The Company  recorded  $5,367,514 in financing costs paid in stocks and warrants
for the year ended December 31, 2004,  compared to $1,061,913 in the prior year.
The  increase  results  primarily  from the  issuance  of  convertible  debt and
conversion of indebtedness that was due to the Company's  president into equity.
Financing  costs related to the  conversion of debt into equity by the Company's
president amounted to $1,824,357.

Interest expense,  inclusive of related parties and other amounts,  increased by
$58,459 from $842,202 in the prior year to $900,661 for the year ended  December
31,  2004.  This  increase is  primarily  attributable  to higher  average  loan
balances in 2004.

Off-Balance Sheet Arrangements

The  Company had no  off-balance  sheet  arrangements  for the fiscal year ended
December 31, 2004.

LIQUIDITY AND CAPITAL RESOURCES

At  December  31,  2004,  the  Company's  cash  position  reflected a balance of
$219,299, compared to $21,205 in the prior year.

Net cash used in operating  activities was  $3,184,670  during fiscal year 2004,
compared to net cash used in  operating  activities  of  $1,364,749  in 2003 and
primarily  resulting  from:  (i) our  net  losses  of  $12,364,742  in 2004  and
$9,930,457 in 2003, adjusted for depreciation and amortization of $7,638 in 2004
and  $1,213,435  in  2003;  financing  costs  paid in  stocks  and  warrants  of
$3,543,157 in 2004 and $1,061,913 in 2003;  stock-based  compensation expense of
$564,315  in 2003 and  $1,645,699  in 2003;  non-cash  charges  associated  with
litigation  settlements of $1,375,999 in 2003;  impairment  losses on intangible
assets of  $781,833  in 2004 and  $1,923,368  in 2003;  and (ii) an  increase in
accrued expenses and other current  liabilities of $931,496 in 2004 and $789,159
in 2003;  accrued  litigation  and judgments  payable,  of ($64,396) in 2004 and
$93,778 in 2003,  offset by increases in accounts payable and customer  advances
in 2004 and a decrease in 2003.

                                       20
<PAGE>
Net cash used in  investing  activities  was $319,957  during  fiscal year 2004,
compared  to net cash  used in  investing  activities  of  $819,417  in 2003,  a
decrease of $499,460.  Significant  changes  include the  following:  a $415,000
decrease in  expenditures  due to $225,000 used for prepaid signing bonuses paid
to boxers in 2004; a $170,043 decrease  resulting in the purchase of $109,957 in
intangible  assets  during 2004;  and,  purchases  of property and  equipment of
$25,146 in 2004.

Net cash  provided by financing  activities  was  $3,702,720  during fiscal year
2004,  compared to  $2,205,372 in 2003,  an increase of  $1,497,348.  The amount
provided  in 2004  resulted  from:  $1,066,466  from  notes and  loans  payable,
$1,782,500 from convertible  debt,  $1,477,532 from issuance of preferred common
stock,  and $50,328 from  stockholder's  advances,  offset primarily by $703,150
note payable repayments and $170,020 in advances to related parties. In addition
the Company received proceeds of $199,064 as preferred stock escrow advances.

The Company  incurred net losses of $12,364,743 and $9,930,457  during the years
ended December 31, 2004 and 2003,  respectively.  In addition, the Company had a
working  capital  deficiency of $11,188,682 at December 31, 2004 and $10,497,063
at December 31, 2003. Furthermore, the Company had a stockholders' deficiency of
$12,452,730  at December 31, 2004 and  $12,018,823  at December 31, 2003.  These
factors  continue to raise  substantial  doubts about the  Company's  ability to
continue as a going concern.

There can be no assurance that sufficient funds required during the next year 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.

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.

The Company is in default of several  notes and loans  payable in the  aggregate
amount of approximately  $3,300,000.  The Company hopes to remedy these defaults
through additional borrowings,  conversion of existing debt to equity, ownership
contributions,  and/or  renegotiation  of existing terms and conditions of notes
and loans payable in default.  If the Company is unable to cure these  defaults,
it may  significantly  impede the Company's  ability to raise  additional  funds
and/or to conduct normal business operations.

The  Company  expects  to meet  its  long-term  liquidity  requirements  through
long-term borrowings, both secured and unsecured, the issuance of debt or equity
securities  and cash  generated  from  operations.  As of this report date,  the
Company  has been  unable to secure any source of  long-term  liquidity.  If the
Company is not  successful  in  obtaining  long-term  liquidity,  it risks being
unable to replace maturing obligations when due.

During the year ended December 31, 2004, the Company had  successfully  obtained
external  financing  through  private  placements  of  convertible  debt,  other
short-term  borrowings and preferred  stock.  Some of the debt has  subsequently
been converted  into common stock of the Company.  The Company has taken certain
actions to address liquidity in several ways, namely:

During the year ended December 31, 2004, the Company:

     o    moved our office to less expensive facilities;
     o    reduced the number of full time employees from 5 to 4; and
     o    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:

     o    continue to reduce operating costs;
     o    creation of new  subsidiaries  that are intended to develop,  produce,
          finance  and  distribute  film and  television  properties  as well as
          entertainment  oriented  good for direct  response  retail and digital
          sale;
     o    increase  revenue by  refocusing  on  existing  properties  and expand
          revenue base;
     o    continue to pursue the promotion of premium level boxing events;
     o    pursue production partnerships and joint ventures;
     o    pursue additional  sources of debt and equity financing to satisfy its
          current operating requirements; and
     o    continue to negotiate  with  existing  debt  holders to convert  their
          notes into equity.

                                       21
<PAGE>
There can be no assurances that these plans will be achieved.

EFFECT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In December  2004, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement No. 123R ("SFAS 123R") "Share Based  Payment," a revision of Statement
No. 123,  "Accounting for Stock Based  Compensation." This standard requires the
Company to measure the cost of employee services received in exchange for equity
awards based on grant date fair value of the awards.  The Company is required to
adopt  SFAS  123R  effective  January  1,  2006.  The  standard  provides  for a
prospective  application.  Under this method, the Company will begin recognizing
compensation  cost for equity based  compensation for all new or modified grants
after the date of adoption. In addition, the Company will recognize the unvested
portion  of the grant  date fair value of awards  issued  prior to the  adoption
based on the fair values  previously  calculated  for  disclosure  purposes.  At
December 31, 2004, the Company had no unvested options.

In  December  2004,  the FASB issued SFAS No.  153,  "Exchanges  of  Nonmonetary
Assets,"  ("SFAS  153").  SFAS 153 amends  Accounting  Principles  Board ("APB")
Opinion No. 29, "Accounting for Nonmonetary  Transactions," to require exchanges
of  nonmonetary  assets be accounted  for at fair value,  rather than  carryover
basis. Nonmonetary exchanges that lack commercial substance are exempt from this
requirement.  SFAS 153 is effective for  nonmonetary  exchanges  entered into in
fiscal years beginning after June 15, 2005. The Company does not routinely enter
into exchanges  that could be considered  nonmonetary,  accordingly  the Company
does not expect  adoption of SFAS 153 to have a material impact on the Company's
financial statements.

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 for the year ended December 31, 2003. FIN No.
46 did not have a  significant  impact on the Company's  consolidated  financial
position or results of operations.

On May 15, 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments  with   Characteristics  of  both  Liabilities  and  Equity,"  which
establishes standards for how financial instruments that have characteristics of
both  liabilities  and equity  instruments  should be  classified on the balance
sheet.  The  requirements  of SFAS No. 150  generally  outline  those  financial
instruments  that give the  issuer a choice of  settling  an  obligation  with a
variable  number of  securities  or  settling an  obligation  with a transfer of
assets or any mandatory  redeemable security should be classified as a liability
on the  balance  sheet.  As December  31,  2004,  the Company  does not have any
instruments that are within the scope of SFAS No. 150.

Risk Factors

In  evaluating  our business,  prospective  investors  and  stockholders  should
carefully  consider the following risks in addition to the other  information in
this 10-KSB or in the documents referred to in this 10-KSB. Any of the following
risks could have a material  adverse impact on our business,  operating  results
and financial condition and result in a complete loss of your investment.


Investment Considerations and Risk Factors

The following factors and other information in this Form 10-KSB should carefully
be considered when evaluating the Company and its stock.

Our independent accountants have raised substantial doubts regarding our ability
to continue as a going concern.

The Company  incurred net losses of $12,364,743 and $9,930,457  during the years
ended December 31, 2004 and 2003,  respectively.  In addition, the Company had a
working  capital  deficiency of $11,188,682 at December 31, 2004 and $10,497,063
at December 31, 2003. Furthermore, the Company had a stockholders' deficiency of
$12,452,730  at December 31, 2004 and  $12,018,823  at December 31, 2003.  These
factors  continue to raise  substantial  doubts about the  Company's  ability to
continue as a going concern.

There can be no assurance that sufficient funds required during the next year 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

                                       22
<PAGE>
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.

It is difficult to evaluate our business and prospects because we have a limited
operating history as a public company.

We were formed in February  1996,  and from December 2000 until we completed the
CKB Merger in April 2002, we were a public "shell"  corporation  which conducted
no meaningful business operations and had no revenue.  Accordingly,  our limited
operating  history,  particularly  as a  combined  company  with  CKB,  makes it
difficult  to evaluate  our current  business  and  prospects  or to  accurately
predict our future  revenues or results of operations.  Our future  revenues and
income potential are unproven as a public operating company.

Our operating  results may prove  unpredictable,  and our common stock price may
decrease or fluctuate significantly.

Our operating results are likely to fluctuate significantly in the future due to
a variety of  factors,  many of which are  outside of our  control.  Because our
operating  results are  difficult  to  predict,  in some  future  quarters,  our
operating  results may fall below the  expectations  of securities  analysts and
investors.  If this  happens,  the  trading  price of our common  stock may fall
significantly.  Factors that affect our quarterly and annual  operating  results
include, among other things, the following:

     o    our ability to establish and strengthen brand awareness;
     o    our success in promoting our boxers and boxing-related content;
     o    our success in procuring new film properties;
     o    our  ability  to  secure   financing  and  distribution  of  our  film
          properties;
     o    the cost associated with certain entertainment products;
     o    the amount and timing of costs  relating to our  marketing  efforts or
          other initiatives;
     o    our ability to enter into  favorable  contracts  with boxers,  content
          distributors, developers, and other parties;
     o    acquisition-related costs;
     o    our ability to compete in a highly competitive market; and
     o    the   economic   trends   specifically   affecting   the   sports  and
          entertainment  business, as well as general economic conditions in the
          markets we serve.

If we do not manage our growth  efficiently,  we may not be able to operate  our
business effectively.

We expect to expand our operations and we will seek additional financing to fund
such  expansion.  If we expand our  operations,  we may  strain our  management,
operations,  systems and financial  resources.  To manage our future growth,  we
must  improve and  effectively  utilize our  existing  operational,  management,
marketing and financial systems, successfully recruit, hire and manage personnel
and maintain close coordination among our boxers, technical, finance, marketing,
sales and production  staffs.  We may need to hire  additional  personnel in all
areas of our business during 2005. In addition,  we may also need to improve our
accounting  systems,  internal  control  procedures,  and computer  software and
hardware  systems in order to operate our business more  effectively  and manage
our  expansion.  We also will need to manage  an  increasing  number of  complex
relationships with boxers,  boxing talent,  strategic partners,  advertisers and
other third parties.  Our failure to effectively manage our growth could disrupt
our  operations  and  ultimately  prevent us from  generating  the  revenues  we
anticipate.


                                       23
<PAGE>
Many of our boxing agreements are short-term and we face the risk of losing them
to competitors with greater resources.

We believe  that our future  success  depends in large part upon our  ability to
maintain our existing relationships with boxers. Our agreements with many of our
boxers have a term of less than three years, and these boxers generally have the
option of electing whether or not to renew their contracts upon  expiration.  If
we become unable to provide valuable  services to our existing boxers,  or if we
otherwise fail to maintain good  relations  with such boxers,  they may elect to
terminate or fail to renew their  agreements with us. In addition,  if we cannot
provide  adequate  incentives for these boxers to remain with us, our efforts to
sign new boxers may be  impaired.  Furthermore,  historically,  when boxers have
achieved  substantial  commercial  success they have sought to  renegotiate  the
terms of their  agreements.  This may adversely affect our future  profitability
with respect to such boxers.

We are dependent on our boxers.

Our  success  depends,  in large  part,  upon our  ability to recruit and retain
athletic  talent.  We  cannot  assure  you that we will be able to  continue  to
identify and retain such talent in the future.  Additionally,  we cannot  assure
you that we will be able to retain  our  current  talent  when  their  contracts
expire.  Our failure to attract and retain key talent,  or a serious or untimely
injury  to, or the death  of,  any of our key  talent,  would  likely  lead to a
decline in the appeal of our events, which would adversely affect our ability to
generate revenues.

        o       We  partially  depend  upon our  existing  boxers to attract new
                boxers.
        o       In  order  for us to sign new  boxers,  our  principal  existing
                boxers  must  remain  with  us and  sustain  their  success  and
                popularity. Our business would be adversely affected by:
        o       our inability to recruit new boxers with commercial  promise and
                to enter into production and promotional agreements with them;
        o       the loss of talent and/or popularity of our existing boxers;
        o       increased  competition to maintain  relationships  with existing
                boxers;
        o       non-renewals of current agreements with existing boxers; and
        o       poor performance or negative publicity of existing boxers.

                                       24
<PAGE>
We have limited experience in the film industry.

The future of our business depends on a diversified strategy that incorporates a
major  investment  into feature length film  properties.  There are  significant
additional  responsibilities  that  come  with  entering  into  a new  industry,
including,   without  limitation,   greatly  increased  contract   negotiations,
restrictions on selective  disclosure,  procuring  agreements  with  established
third parties and, potentially, liaison with the media and analyst community. We
cannot  assure  you  that  our  management  team  will be  able to  successfully
discharge these  additional  responsibilities,  and their failure to do so could
have a material  adverse  effect on the trading  price of our common  stock and,
potentially,  our revenues, profits, results of operations,  financial condition
and future prospects.

Our revenues and results of operations vary from quarter to quarter.  If we fail
to project accurately and experience significant revenue shortfalls, we could be
forced to discontinue a portion or all of our operations.

Our revenues and results of operations  depend to a significant  degree upon the
timing and receipt of revenue from licensing,  production fees and  distribution
of motion pictures and television programming.  While most of our licensing fees
are paid  immediately  upon  entering  into  the  license  agreements,  some are
deferred until the licensor's production costs are recouped. Production fees are
not earned until the production is begun and expenses  related to the production
are incurred.  Furthermore,  motion pictures often have long production  cycles,
making it  difficult  to predict  when they will be  completed  and released for
distribution.  All of these factors make it difficult to predict with  certainty
when revenues might be received.  Results in any  particular  quarter may not be
indicative of results in subsequent periods.  If, because of the variance in our
quarterly operating results, we fail to plan or project accurately,  we could be
subject to unexpected revenue shortfalls. If we were unable to find financing to
cover the revenue  shortfalls,  we could have to discontinue a portion or all of
our operations for some period of time or even indefinitely.

We enter into agreements to develop ideas and properties; however, we may decide
to abandon a project rather than to complete the development of it.

We pursue the acquisition of ideas and properties for original production from a
number of sources.  For example,  we may develop internally a new property based
on an existing public domain property or create or acquire an entirely new idea.
Oftentimes,  we enter into  agreements with third parties to develop these ideas
and properties. After we start development, we may determine that the project is
too  costly to  develop  or not  suited to our  purposes,  in which  case we may
abandon the project.  We cannot assure you that we will develop every project we
acquire.

Competition in the entertainment industry is intense for many reasons, including
the  fact  that  the  industry  is  dominated  by  multi-national,   multi-media
conglomerates.  Because of our lack of money and other resources,  we may not be
able to compete successfully with other producers of entertainment.

The  entertainment  industry is intensely  competitive  and is evolving  into an
industry in which certain multi-national, multi-media entities, because of their

                                       25
<PAGE>
control  over key film,  magazine,  and/or  television  content,  as well as key
network  and cable  outlets,  will be able to  dominate  certain  communications
industry  activities  in the United  States and abroad.  Virtually  all of these
competitors are  substantially  larger than we are, have been in business longer
than we have and have more resources,  including money,  contacts and personnel,
at their disposal. These competitors have numerous advantages over us, including
the  ability  to acquire  financing  for their  projects  and  attract  superior
properties,  personnel,  actors and/or  celebrity  hosts.  We may not be able to
compete  successfully  in the  entertainment  industry  because  of our  lack of
resources. If we cannot compete successfully, our business and operating results
will be adversely affected.

Dependence on a limited number of projects.

A portion of our revenues are generated from a limited  number of films,  direct
response  products,  and other  projects  that  change  from  period to  period.
Projects vary from period to period due to the opportunities available to us and
to audience response, both of which are unpredictable and subject to change. The
loss or failure of a major project,  unless  replaced by other  projects,  could
have a material  adverse  effect on our  results  of  operations  and  financial
condition  as  well  as on the  market  price  of our  securities.  There  is no
assurance that any project we invest in will be successful.

Failure to attract  and retain  qualified  personnel  may  adversely  affect our
business.

We believe  that our  performance  and future  success will depend in large part
upon our  ability to attract  and retain  additional  highly  skilled  creative,
technical,  sales,  marketing and  financial  personnel,  especially  those with
experience  in the  television  industry.  If we do not  succeed  in  attracting

                                       26
<PAGE>
skilled personnel or in retaining our current  personnel,  our business could be
adversely  affected.  Competition for such individuals,  especially creative and
technical  talent, is intense.  We have in the past  experienced,  and expect to
continue  to  experience,  difficulty  in hiring and  retaining  highly  skilled
employees with appropriate qualifications.

If we fail to perform our obligations under a Pledge and Security Agreement, the
secured  parties may  foreclose  on their  security  interest in our boxing film
library assets.

Our subsidiary,  Big Content,  has granted a first priority security interest in
certain intellectual media assets to Livingston Investments,  LLC and certain of
its  affiliates  as  collateral  for  our  payment   obligations  under  various
agreements.  If we fail to perform our obligations under these  agreements,  the
secured party may seize these assets. In such event, we would lose our rights to
our  library of boxing  films.  If this were to occur,  our  revenues,  profits,
results  of  operations,  financial  condition  and  future  prospects  would be
materially and adversely affected.

If we fail to perform our obligations under a Pledge and Security Agreement, the
Secured Party may foreclose on their security  interest in Pledge This Holdings,
LLC.

In order to induce a group of investors  ("Secured Party") to invest in and make
accommodations to Pledge This Holdings,  LLC and in partial consideration of its
15% membership interest in Pledge, LLC, the Company entered into a Guarantee and
Pledge Agreement whereby it guaranteed the repayment to the Secured Party of any
portion of the Secured Party's $1,000,000  investment,  plus accured interest at
12% per annum,  which has not been  repaid by Pledge  LLC on or before  June 30,
2005.  In the event the Secured  Party has not been repaid on or before June 30,
2005,  the Secured Party may take the  following  action until such time as they
have been repaid: (i) take control of the film property of Pledge, LLC; and (ii)
sieze the  Company's  15%  interest in Pledge,  LLC. If this were to occur,  our
revenues,  profits,  results  of  operations,  financial  condition  and  future
prospects would be materially and adversely affected.

Future  acquisitions  or  expansions  may disrupt our  business or distract  our
management.

Our core operations have consisted of marketing,  promoting and distributing our
live and televised boxing events.  Our current strategic  objectives include not
only further developing and enhancing our existing  business,  but also entering
into new or  complementary  businesses,  such as the  creation  of new  forms of
entertainment and brands, the development of new television  programming and the
development of branded,  location-based  entertainment businesses. The following
risks are  associated  with expanding  into new or  complementary  businesses by
acquisition, strategic alliance, investment, licensing or other arrangements:

                                       27
<PAGE>
o       potential  diversion of  management's  attention and resources  from our
        existing  business and an inability to recruit or develop the  necessary
        management resources to manage new businesses;
o       unanticipated  liabilities or  contingencies  from new or  complementary
        businesses or ventures;
o       reduced  earnings  due to  increased  goodwill  amortization,  increased
        interest  costs and  additional  costs  related  to the  integration  of
        acquisitions;
o       potential reallocation of resources due to the growing complexity of our
        business and strategy;
o       competition  from  companies  then  engaged in the new or  complementary
        businesses that we are entering;
o       possible additional regulatory requirements and compliance costs;
o       dilution of our stockholders' percentage ownership and/or an increase of
        our leverage  when issuing  equity or  convertible  debt  securities  or
        incurring debt; and
o       potential  unavailability  of acceptable terms, or at all, of additional
        financing necessary for expansion.

Because a  substantial  portion of our revenues will be derived from the sale of
license  rights  and/or  advertising  of our events and  programs,  an  economic
downturn that results in a reduction in  discretionary  spending by consumers on
entertainment could adversely affect our business.

A  substantial  portion of our  revenues  will be derived  from,  and our future
success will be dependent upon sales of license  rights,  advertising  and other
boxing-related  merchandise.  If  the  economy  suffers  a  recession  or  other
long-term  disruption,  and  consumers  reduce their  discretionary  spending on
entertainment-related  products  and  services,  it  is  likely  that  we  would
experience  a decline in  revenues,  which would  materially  harm our  profits,
results of operations, financial condition and future prospects.

Unless our boxers develop a strong brand identity, our business may not continue
to grow and our financial results may suffer.

We believe that historical  growth and brand  recognition are important  factors
not only in persuading  boxers to choose us as their  promoter,  but also in our
ability to effectively  utilize the dominant  marketing  resources in the sports
entertainment industry (television, radio, public relations, trade publications,
etc.).  We believe that  continuing to strengthen  our brand will be critical to
attracting boxers.  However,  brand promotion activities may not yield increased
revenues,  and  even if they do,  any  increased  revenues  may not  offset  the
expenses we incur in building our brand.

Our sports entertainment offerings may not be commercially successful.

We expect a significant  amount of our revenue to come from the  production  and
distribution  of our  events and  programs,  as well as the use of our events in
television programs. The success of these offerings depends primarily upon their
acceptance by the public,  which is difficult to predict. The commercial success
of an event or program  depends  on the  quality  and  acceptance  of  competing
offerings  released  into  the  marketplace  at  or  near  the  same  time,  the
availability of alternative forms of entertainment and leisure-time  activities,
general economic  conditions and other tangible and intangible  factors,  all of
which can change  quickly.  Because we expect the popularity of our offerings to
be a  significant  factor  driving  the growth of our  company,  our  failure to
produce events and programs with broad consumer appeal could materially harm our
business and prospects for growth.

Our failure to continue to create  popular events and programs would likely lead
to a decline in our ability to generate revenues.

The   creation,   marketing   and   distribution   of  our  live  and  televised
entertainment,  including  pay-per-view events, are the core of our business and
are  critical to our ability to  generate  revenues.  Our failure to continue to
create  popular  live events and  televised  programming  would likely lead to a
decline in our  television  ratings and  attendance  at our live events.  Such a
decline would adversely affect our ability to generate revenues.

                                       28
<PAGE>
The sports and entertainment industry is extremely competitive and we may not be
able to compete successfully against other promoters,  both large and small, for
both boxers and the public's attention.

The market for the  promotion  and  distribution  of boxers,  boxing  events and
boxing-related  content is extremely  competitive and rapidly changing.  We face
competitive  pressures from numerous actual and potential  competitors.  Many of
our competitors in the promotion  business,  such as Don King  Productions,  Top
Rank and Main Events, have substantial competitive advantages over us, including
longer  operating  histories,  significantly  greater  financial,  technical and
marketing  resources,  greater  brand  name  recognition,   better  distribution
channels,  larger  existing  customer bases' and more popular content or boxers.
Similarly,  the content  production and distribution  side of our business faces
competition  from these  sources,  as well as major media  concerns such as Walt
Disney's ESPN network,  which is actively  involved in marketing its own library
of boxing-related content.

We may have  lower  revenues  if we are unable to secure  appropriate  athletes,
events and venues.

As a  participant  in the  sports and  entertainment  industry,  our  ability to
generate revenues is highly sensitive to public tastes, which are unpredictable.
A change in public  tastes,  an  increase in  competition  or a lack of boxer or
event availability could damage our business, financial condition and results of
operations.  Similarly, our ability to generate revenues from live entertainment
events may be limited if other competitive forms of entertainment are available.
Since we rely on unrelated  parties to create and perform  live boxing  content,
any lack of availability of popular  athletes,  boxing venues,  boxing trainers,
broadcast  personalities,  and  other  performers  could  limit our  ability  to
generate revenues.

The members of our management  team have no experience in leadership  roles in a
public company.

Prior to our merger  transaction,  our  management  team was  operating CKB as a
private company.  There are significant  additional  responsibilities  that come
with running a public company, including, without limitation,  greatly increased
disclosure obligations,  restrictions on selective disclosure, and, potentially,
liaison  with the media and  analyst  community.  We cannot  assure you that our
management  team  will  be  able  to  successfully  discharge  these  additional
responsibilities,  and their  failure  to do so could  have a  material  adverse
effect on the trading price of our common stock and, potentially,  our revenues,
profits, results of operations, financial condition and future prospects.

The loss of certain key management and creative  personnel could  materially and
adversely affect our business.

Our future success depends,  to a significant  extent, on the continued services
of our senior  management,  particularly  Cedric Kushner,  James DiLorenzo,  and
other key creative personnel.  We do not have employment agreements with Messrs.
Kushner or  DiLorenzo.  Moreover,  we do not have  key-man  insurance on Messrs.
Kushner or DiLorenzo. The loss of Messrs. Kushner or DiLorenzo, or certain other
key employees,  would likely have a material and adverse effect on our business.
Competition for talented personnel throughout our industry is intense and we may
be unable to retain our current key  employees  or attract,  integrate or retain
other highly qualified employees in the future. We have in the past experienced,
and we expect to  continue to  experience,  difficulty  in hiring and  retaining
highly skilled employees with appropriate  qualifications.  If we do not succeed
in attracting new personnel or retaining and  motivating our current  personnel,
our business could be adversely affected.

We may be liable to third parties for certain  license  rights and other content
that we produce and distribute.

We may be liable to third parties for certain  license  rights and other content
that  we  produce  and  distribute.  We  attempt  to  minimize  these  types  of
liabilities  by  requiring   representations  and  warranties  relating  to  our
ownership of and rights to use and distribute  such material.  However,  alleged
liability  could harm our business by damaging our  reputation,  requiring us to
incur  legal  costs in  defense,  exposing us to awards of damages and costs and
diverting management's attention away from our business.

                                       29
<PAGE>
We have paid no dividends on our common stock.

We have paid no cash  dividends  on our  common  stock in the past and we do not
intend to pay any such dividends in the  foreseeable  future.  It is anticipated
that we will  reinvest  future  profits,  if any, from our  operations  into our
business and there is no assurance that we will ever pay dividends to holders of
our common stock.

A majority of the voting power of our stock is held by our Senior Management.

As  of  December  31,  2004,  by  virtue  of  their   collective   ownership  of
approximately  65% of the  aggregate  voting  power  of our  outstanding  voting
securities,  Cedric Kushner,  our President and James  DiLorenzo,  our Executive
Vice  President,  Secretary and Treasurer,  have the ability to elect all of our
directors, in turn elect all executive officers,  without regard to the votes of
other stockholders.  Accordingly,  our stockholders,  other than Messrs. Kushner
and DiLorenzo, will have extremely limited power to influence our management and
operations through the election of directors or otherwise.

We may not be able to secure  additional  financing  to meet our future  capital
needs on terms acceptable to us, or at all.

If we are unable to generate  sufficient  cash flows from operations to meet our
anticipated needs for working capital and capital expenditures,  we will need to
raise additional funds to promote our brand and operate and expand our business.
We may be unable to obtain any required additional  financing on terms favorable
to us, if at all. If adequate  funds are not available on acceptable  terms,  we
may be unable to fund our  expansion,  attract new boxers and  promote  existing
boxers,  create  additional   boxing-related  content,  respond  to  competitive
pressures or take  advantage of  acquisition  opportunities,  any of which could
have a material  adverse effect on our business.  If we raise  additional  funds
through the  issuance of equity  securities,  our  stockholders  may  experience
significant   dilution  of  their  ownership  interest,   and  the  newly-issued
securities  may have rights  superior to those of our common stock.  If we raise
additional  funds by  issuing  debt,  we may be subject  to  limitations  on our
operations,   including   limitations   on  the  payment  of  dividends  to  our
stockholders.

We compete for attendance, broadcast audiences and advertising revenue.

We compete for  entertainment  and  advertising  dollars with  professional  and
college  sports and with other  entertainment  and leisure  activities.  We face
competition from  professional and college baseball,  basketball,  hockey and/or
football,  among other activities,  in most cities in which we hold live events.
We also compete for attendance, broadcast audiences and advertising revenue with
a wide range of alternative entertainment and leisure activities.

                                       30
<PAGE>
This  competition  could  result  in a  significant  loss  of  viewers,  venues,
distribution  channels or performers  and fewer  entertainment  and  advertising
dollars  spent on our form of sports  entertainment,  any of which  could have a
material  adverse  effect  on our  revenues,  profits,  results  of  operations,
financial condition and future prospects.

We rely on intellectual and other property rights.

We regard the  protection  of our  copyrights,  trademarks  and service marks as
critical to our future success, and, in particular, to our ability to create and
exploit boxing-related  content. We rely on federal and international  copyright
and trademark statutes,  as well as contractual  restrictions,  to establish and
protect our intellectual  property and other proprietary  rights in products and
services. However, there can be no assurance that these contractual arrangements
or the  other  steps  taken  by us to  protect  our  intellectual  property  and
proprietary rights will prove sufficient to prevent misappropriation of them, or
to deter independent  third-party  development of similar rights which may infer
upon ours. We plan to pursue the  registration of its trademarks,  service marks
and copyrights in the United States and  internationally to the extent feasible,
however,  effective  trademark and copyright  protection may not be economically
viable,  and even if it is, we may not have the financial capacity in the future
to  protect,  enforce and defend our rights  against  competitors  with  greater
resources.

It is  possible  that in the  future,  we may  license  some of our  proprietary
rights, such as trademarks or copyrighted material,  to third parties.  While we
will  attempt  to ensure  that the  quality of our brand is  maintained  by such
licensees,  there can be no assurance  that such licensees will not take actions
that might materially  adversely  affect the value of our proprietary  rights or
reputation,  which  could  have a  materially  adverse  effect on our  revenues,
profits, results of operations, financial condition and future prospects.

To date, we have not been notified that our intellectual  properties infringe on
the  proprietary  rights of any third party,  but there can be no assurance that
third  parties  will not  claim  infringement  by us with  respect  to the past,
current or future use of these assets.  Any such claim,  whether  meritorious or
not,  could  be  time-consuming,  result  in  costly  legal  proceedings  and/or
settlement  arrangements,  or  require us to enter  into  royalty  or  licensing
agreements.  Such royalty or licensing  agreements may not be available on terms
acceptable  to us, or at all. As a result,  any such claim can have a materially
adverse  effect upon our revenues,  profits,  results of  operations,  financial
condition and future prospects.

Our operations are affected by general economic conditions and public tastes.

Our operations are affected by general economic conditions and,  therefore,  our
future  success  is  unpredictable.  The demand for  entertainment  and  leisure
activities tends to be highly sensitive to consumers'  disposable  incomes,  and
thus a  decline  in  general  economic  conditions  could  result in our fans or
potential  fans  having  less  discretionary  income  to  spend  on our live and
televised  entertainment  and branded  merchandise,  which could have an adverse
effect on our business and/or  prospects.  Public tastes are  unpredictable  and
subject to change and may be affected by changes in the country's  political and
social  climate.  A change  in public  tastes or  decline  in  general  economic
conditions may adversely affect our future success.

The physical  nature of our events and extensive  travel  exposes our boxers and
employees to risks.

Our boxers and our employees who are involved in the  production of those events
are  exposed  to the  risk of  travel  and  performance-related  accidents,  the
consequences of which may not be fully covered by insurance. The physical nature
of our  events  exposes  our  boxers  to the risk of  serious  injury  or death.
Although we have general liability  insurance and umbrella  insurance  policies,
and although our  performers  are  responsible  for obtaining  their own health,

                                       31
<PAGE>
disability and life insurance, we cannot assure you that the consequences of any
accident or injury will be fully covered by insurance.  Our liability  resulting
from any accident or injury not covered by our  insurance  could have a material
adverse  effect on our  revenues,  profits,  results  of  operations,  financial
condition and future prospects.

We rely on certain licenses to operate.

In various  states in the United  States and some  foreign  countries,  athletic
commissions  and  other  applicable  regulatory  agencies  require  us to obtain
promoters licenses,  performers' licenses, medical licenses and/or event permits
in order for us to promote  and conduct  our live  events.  In the event that we
fail to comply with the  regulations  of a  particular  jurisdiction,  we may be
prohibited  from promoting and conducting our live events in that  jurisdiction.
The inability to present our live events over an extended period of time or in a
number of  jurisdictions  would lead to a decline in the various revenue streams
generated  from our live  events,  which  could  have an  adverse  effect on our
profits, results of operations, financial condition and future prospects.

We have exposure to pending litigation.

We are  currently  involved in several  legal  disputes  concerning  contractual
rights and  breaches  of  contract  related to our boxers and the  promotion  of
boxing events,  certain service  providers,  and other issues  including but not
limited to a civil action  undertaken by the Securities  Exchange  Commission in
the federal district court for the Southern District of New York. If the Company
was to not  prevail  in any one or  several  of these  matters  there  can be no
assurances that there will not be a material adverse affect on the Company.  For
further  information on any of the present legal matters refer to (ITEM 3. Legal
Proceedings).

Our stock price may decline in the future,  and a public  market may not develop
or exist for you to sell our common stock.

Our common stock was quoted on the OTCBB,  and is currently  quoted on the "Pink
Sheets" with a stock symbol of CKPI.PK. An active trading market may not develop
in the future, or if one does develop, be sustained. If an active trading market
does  develop,  the  market  price of our  common  stock is  likely to be highly
volatile due to, among other  things,  the nature of our business and because we
are  effectively  a new public  company with a limited  operating  history.  The
market price of our common stock may also fluctuate significantly in response to
the following factors,  most of which are beyond our control:  variations in our
quarterly  operating results;  changes in securities  analysts' estimates of our
financial performance;  changes in general economic conditions and in the sports
and entertainment  industry;  changes in market valuations of similar companies;
announcements by us or our competitors of significant new contracts with boxers,
acquisitions,  strategic partnerships or joint ventures, or capital commitments;
loss of a major  boxer,  partner or joint  venture  participant;  the failure to
effectively  exploit the Company's  media library;  and, the addition or loss of
key managerial and creative personnel.

The equity markets have, on occasion,  experienced  significant price and volume
fluctuations that have affected the market prices for many companies' securities
and that  have  often  been  unrelated  to the  operating  performance  of these
companies.  Any such  fluctuations  may adversely affect the market price of our
common  stock,  regardless  of our actual  operating  performance.  As a result,
stockholders  may be unable to sell their shares,  or may be forced to sell them
at a loss.

Purchasers  of our  securities  may be  adversely  affected  by the penny  stock
regulations.

     The  Securities and Exchange Commission (the "Commission") has adopted Rule
          15g-9 which  establishes  the  definition of a "penny  stock," for the
          purposes  relevant  to us, as any  equity  security  that has a market
          price of less than $5.00 per share or with an  exercise  price of less
          than  $5.00  per  share,  subject  to  certain  exceptions.   For  any
          transaction involving a penny stock, unless exempt, the rules require:

     (i)  that a broker or dealer approve a person's account for transactions in
          penny stocks; and

     (ii) the broker or dealer receive from the investor a written  agreement to
          the transaction,  setting forth the identity and quantity of the penny
          stock to be purchased.

In order to approve a person's  account for  transactions  in penny stocks,  the
broker or dealer must:

     (i)  obtain financial  information and investment  experience objectives of
          the person; and

                                       32
<PAGE>
     (ii) make a reasonable  determination that the transactions in penny stocks
          are suitable for that person and the person has  sufficient  knowledge
          and  experience in financial  matters to be capable of evaluating  the
          risks of transactions in penny stocks.  The broker or dealer must also
          deliver,  prior to any  transaction  in a penny  stock,  a  disclosure
          schedule  prepared  by the  Commission  relating  to the  penny  stock
          market,  which,  in highlight  form, (i) sets forth the basis on which
          the broker or dealer made the suitability determination; and (ii) that
          the broker or dealer  received a signed,  written  agreement  from the
          investor  prior  to the  transaction.  Disclosure  also has to be made
          about the risks of investing in penny stocks in both public  offerings
          and in secondary trading and about the commissions payable to both the
          broker-dealer and the registered  representative,  current  quotations
          for the  securities  and  the  rights  and  remedies  available  to an
          investor  in cases of fraud  in  penny  stock  transactions.  Finally,
          monthly statements have to be sent disclosing recent price information
          for the penny stock held in the account and information on the limited
          market in penny stocks.

                                       33

<PAGE>

ITEM 7. FINANCIAL STATEMENTS


Index to Consolidated Financial Statements


<TABLE>
<CAPTION>



         Cedric Kushner Promotions, Inc. and Subsidiaries

                                                                                     Page
                                                                                     ----
<S>                                                                                   <C>
         Report of Independent Registered Public Accounting Firm                      F-2

         Consolidated Balance Sheet

             December 31, 2004                                                        F-3

         Consolidated Statements of Operations - For the Years Ended

             December 31, 2004 and 2003                                               F-5

         Consolidated Statements of Stockholders' Deficiency - For the Years

             Ended December 31, 2004 and 2003                                         F-6

         Consolidated Statements of Cash Flows - For the Years Ended

             December 31, 2004 and 2003                                               F-12

         Notes to Consolidated Financial Statements                                   F-15


</TABLE>
                                      F-1

<PAGE>
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Stockholders
Cedric Kushner Promotions, Inc.

We have audited the  accompanying  consolidated  balance sheet of Cedric Kushner
Promotions,  Inc. and  Subsidiaries  (the "Company") as of December 31, 2004 and
the related consolidated statements of operations,  stockholders' deficiency and
cash flows for the years ended  December 31, 2004 and 2003.  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 audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (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.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly,  we express no such opinion.  Also,  an audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the  financial  position of Cedric  Kushner
Promotions, Inc. and Subsidiaries at December 31, 2004, and the results of their
operations  and their cash flows for the years ended December 31, 2004 and 2003,
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 years  ended  December  31,  2004 and 2003 and,  as of
December  31,  2004,  has  a  significant   working  capital  and  stockholders'
deficiency 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.


                                            WOLINETZ, LAFAZAN & COMPANY, P.C.



Rockville Centre, New York
April 13, 2005


                                      F-2

<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>

                                December 31, 2004
ASSETS
 CURRENT ASSETS:
<S>                                                                                      <C>
     Cash                                                                                $      219,299
     Accounts receivable                                                                         93,330
     Due from related party                                                                     170,020
     Other current assets                                                                       103,748
                                                                                        ---------------

         TOTAL CURRENT ASSETS                                                                   586,397
                                                                                        ---------------


 PROPERTY AND EQUIPMENT, NET                                                                     26,344

 OTHER ASSETS:
     Prepaid signing bonuses, net                                                               125,260
     Security deposit                                                                            21,438
     Investments in LLC                                                                         112,000
     Intangible assets, net                                                                     445,921
                                                                                        ---------------

         TOTAL ASSETS                                                                    $    1,317,360
                                                                                        ===============

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

                                      F-3
<PAGE>


                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                                December 31, 2004
<TABLE>
<CAPTION>

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
 CURRENT LIABILITIES:
<S>                                                                                             <C>
    Accounts payable                                                                    $      2,768,148
    Accrued litigation and judgments ayable                                                    1,147,224
    Due to stockholders/officers                                                                 239,301
    Current portion of notes payable - stockholders                                              642,946
    Convertible debt                                                                             191,000
    Current portion of notes and loans payable                                                 3,609,050
    Accrued expenses and other current liabilities                                             2,578,346
    Escrow funds payable                                                                         199,064
    Deferred revenue                                                                             400,000
                                                                                        -----------------
         TOTAL CURRENT LIABILITIES                                                            11,775,079
                                                                                        -----------------

 LONG-TERM LIABILITIES:
     Notes payable - stockholders, less current portion                                          995,011
     Notes and loans payable, less current portion                                             1,000,000
                                                                                        -----------------

         TOTAL  LONG-TERM LIABILITIES                                                          1,995,011
                                                                                        -----------------
         TOTAL LIABILITIES                                                                    13,770,090
                                                                                        -----------------

 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,

         -0- shares issued and outstanding                                                             -
        Series B convertible, $.01 par value, authorized 464,908 shares,
         -0- shares issued and outstanding                                                             -
        Series C convertible, $.01 par value, authorized 27,923 shares,

         -0- shares issued and outstanding                                                             -
        Series D, $.01 par value, authorized 399,752 shares,
         399,752 shares issued and outstanding (liquidation preference of $2,430,000)              3,998
        Series E, $.01 par value, authorized 14,000 shares,
         4,243 shares issued and outstanding (liquidation preference of $1,527,480)                   42
    Common stock, $.01 par value, authorized 100,000,000 shares,
         53,882,800 shares issued and 53,778,016 shares outstanding                              538,828
    Additional paid-in capital                                                                28,069,181
    Accumulated deficit                                                                      (40,412,739)
    Deferred consulting fees                                                                    (336,000)
    Deferred signing bonuses                                                                    (231,040)
    Treasury stock, at cost - 104,784 shares of common stock                                     (85,000)
                                                                                        -----------------

         TOTAL STOCKHOLDERS' DEFICIENCY                                                      (12,452,730)
                                                                                        -----------------

          TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                $      1,317,360
                                                                                        =================
</TABLE>

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


                                      F-4
<PAGE>


                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                                           FOR THE YEARS
                                                                                         ENDED DECEMBER 31,
                                                                                      2004                 2003
                                                                                ================    ================

<S>                                                                                      <C>                 <C>
REVENUES
   Boxing promotions                                                            $     2,627,827     $     1,448,506
   Media                                                                                385,077             901,621
                                                                                ----------------    ----------------

        TOTAL REVENUES                                                                3,012,904           2,350,127
                                                                                ----------------    ----------------

OPERATING COSTS AND EXPENSES
   Cost of revenues - boxing promotions                                               2,970,842           1,491,561
   Cost of revenues - media                                                             300,963             540,265
   Selling, general and administrative                                                2,997,155           1,932,874
   Amortization of signing bonuses                                                      600,040             608,421
   Amortization of intangible assets                                                    313,512             564,891
   Depreciation and amortization of property
      and equipment                                                                       7,638              40,123
   Litigation settlement                                                                      -           1,481,455
   Loss on impairment of intangibles                                                    781,833           1,923,368
   Loss on impairment of signing bonuses                                                514,913             302,333
   Compensatory element of stock and warrant
       issuances for selling, general and administrative
       expenses                                                                       2,619,315           1,645,699
   Reversal of stock-based compensation
       due to expiration and nullification of contract                               (2,055,000)                  -
                                                                                ----------------    ----------------

        TOTAL OPERATING COSTS AND EXPENSES                                            9,051,211          10,530,990
                                                                                ----------------    ----------------

        LOSS FROM OPERATIONS                                                         (6,038,307)         (8,180,863)
                                                                                ----------------    ----------------

OTHER INCOME (EXPENSES)
   Other income                                                                          40,000             105,031
   Gain on sale of boxing promotional agreements                                         33,000             107,277
   Gain on litigation settlement                                                              -               7,261
   Interest expense - related parties                                                  (234,104)           (270,572)
   Interest expense - other                                                            (776,326)           (571,630)
   Loss on disposition of property and equipment                                        (10,659)            (30,835)
   Loss on disposition of intangible assets                                                   -              (6,250)
   Amortization of deferred finance costs                                               (10,833)            (27,963)
   Financing costs paid in stocks and warrants                                       (3,543,157)         (1,061,913)
   Financing costs paid in preferred stock in connection
      with debt conversion - related party                                           (1,824,357)                  -
                                                                                ----------------    ----------------

        TOTAL OTHER INCOME (EXPENSES)                                                (6,326,436)         (1,749,594)
                                                                                ----------------    ----------------

NET LOSS                                                                        $   (12,364,743)    $    (9,930,457)
                                                                                ================    ================

Net loss applicable to common stock:
Net loss                                                                        $   (12,364,743)    $    (9,930,457)
Preferred stock dividends - Series A                                                    (32,330)            (32,980)
                                                                                ----------------    ----------------

Net loss applicable to common stock                                                 (12,397,073)         (9,963,437)
                                                                                ================    ================

NET LOSS PER COMMON SHARE (basic and diluted)                                   $         (0.25)    $         (0.24)
                                                                                ================    ================


WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING:
   Basic and diluted                                                                 50,585,161          41,887,600
                                                                            ==================== ===================
</TABLE>

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

                                      F-5
<PAGE>


                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY
<TABLE>
<CAPTION>
                               Convertible Series A   Convertible Series B   Convertible Series C         Series D
                                 Preferred Stock         Preferred Stock        Preferred Stock        Preferred Stock
                              ------------ ---------- ---------- ----------- ---------- ----------- ----------- ----------
                                Shares      Amount     Shares      Amount     Shares      Amount      Shares     Amount
                              ------------ ---------- ---------- ----------- ---------- ----------- ----------- ----------
<S>                                <C>          <C>      <C>         <C>       <C>          <C>        <C>           <C>
Balance at December 31, 2002      117,500     $1,175    399,752      $3,998     27,923        $279     399,752     $3,998

Conversion of debt to common
stock to be issued                      -          -          -           -          -           -           -          -

Common stock to be issued
in connection with purchase
of a boxer's exclusive
promotional agreement                   -          -          -           -          -           -           -          -

Common stock to be issued
in connection to debt                   -          -          -           -          -           -           -          -

Agreement for common stock
to be issued to consultant
for services                            -          -          -           -          -           -           -          -

Warrants issued for
compensation
to an employee                          -          -          -           -          -           -           -          -

Adjustment of shares to be
issued to consultant for
services per settlement                 -          -          -           -          -           -           -          -

Amortization of deferred
consulting fees                         -          -          -           -          -           -           -          -

Litigation settlement                   -          -          -           -          -           -           -          -
Accrued dividends on
preferred stock - Series A
Convertible                             -          -          -           -          -           -           -          -

Amortization of deferred
signing bonus                           -          -          -           -          -           -           -          -

Impairment of deferred
signing bonus                           -          -          -           -          -           -           -          -

Issuance of warrants for
professional services                   -          -          -           -          -           -           -          -

Warrants issued with
convertible debt                        -          -          -           -          -           -           -          -

Issuance of warrants with
debt                                    -          -          -           -          -           -           -          -

Recording of debt discount              -          -          -           -          -           -           -          -

Amortization of financing
costs related
to issuance of warrants
in connection to
convertible debt                        -          -          -           -          -           -           -          -

Net Loss                                -          -          -           -          -           -           -          -
                              ------------ ---------- ---------- ----------- ---------- ----------- ----------- ----------
Balance, December 31, 2003        117,500     $1,175    399,752      $3,998     27,923        $279     399,752     $3,998
                              ------------ ---------- ---------- ----------- ---------- ----------- ----------- ----------
</TABLE>
              The accompanying notes are an integral part of these
                       consolidated financial statements.

                                      F-6
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY, CONTINUED
<TABLE>
<CAPTION>
                                                                                    Convertible Series
                                       Convertible Series A   Convertible Series B           C                Series D
                                         Preferred Stock        Preferred Stock       Preferred Stock     Preferred Stock
                                      ------------ ---------- ------------ ---------- --------- ---------- ---------- --------
                                        Shares      Amount     Shares       Amount     Shares    Amount     Shares    Amount
                                      ------------ ---------- ------------ ---------- --------- ---------- ---------- --------
<S>                  <C>               <C>      <C>            <C>         <C>       <C>          <C>     <C>       <C>
Balance at December 31, 2003              117,500  $   1,175      399,752     $3,998    27,923       $279    399,752   $3,998

Issuance of Series B Preferred
Stock to related parties in connection
with conversion of related party debt           -          -       65,156        652         -          -          -        -

Issuance of common stock in
connection with conversion of
Series A Preferred Stock                 (117,500)    (1,175)           -          -         -          -          -        -

Issuance of common stock in
connection with
conversion of Series B Preferred
Stock                                           -          -     (464,908)    (4,650)        -          -          -        -

Issuance of common stock in
connection with
conversion of Series C Preferred
Stock                                           -          -            -          -   (27,923)      (279)         -        -

Issuance of Series E Preferred Stock            -          -            -          -         -          -          -        -
Common stock to be issued in
connection with
a boxer's Exclusive Promotional
Agreement                                       -          -            -          -         -          -          -        -

Warrants issued in connection with
a boxer's Exclusive Promotional

Agreement                                       -          -            -          -         -          -          -        -
Common stock to be issued in
connection
with consulting agreement                       -          -            -          -         -          -          -        -

Warrants issued in connection with
consulting agreement                            -          -            -          -         -          -          -        -

Cancellation of consulting agreement            -          -            -          -         -          -          -        -
Common stock to be issued in
connection with

Pledge This Holding, LLC                        -          -            -          -         -          -          -        -
Common stock to be issued to
consultant
for services                                    -          -            -          -         -          -          -        -

Conversion of debt to common stock
to be issued                                    -          -            -          -         -          -          -        -

Issuance of common stock from
common stock to be issued                       -          -            -          -         -          -          -        -

Amortization of deferred consulting
fees                                            -          -            -          -         -          -          -        -

Treasury stock issued as
consideration for
professional fees                               -          -            -          -         -          -          -        -

Accrued dividends on Preferred
Stock - Series A
Convertible                                     -          -            -          -         -          -          -        -

                                      F-7
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY, CONTINUED

                                                                                    Convertible Series
                                       Convertible Series A   Convertible Series B           C                Series D
                                         Preferred Stock        Preferred Stock       Preferred Stock     Preferred Stock
                                      ------------ ---------- ------------ ---------- --------- ---------- ---------- --------
                                        Shares      Amount     Shares       Amount     Shares    Amount     Shares    Amount
                                      ------------ ---------- ------------ ---------- --------- ---------- ---------- --------
Amortization of deferred signing
bonus                                           -          -            -          -         -          -          -        -

Warrants issued with convertible
debt                                            -          -            -          -         -          -          -        -

Beneficial conversion feature of
convertible debt                                -          -            -          -         -          -          -        -

Warrants issued as fees for
convertible debt                                -          -            -          -         -          -          -        -

Amortization of financing costs                 -          -            -          -         -          -          -        -

Sale of portion of deferred signing
bonuses                                         -          -            -          -         -          -          -        -

Common stock to be issued in
connection
with consulting agreement debt                  -          -            -          -         -          -          -        -

Common stock issued in connection
with dispute                                    -          -            -          -         -          -          -        -
Net
loss                                            -          -            -          -         -          -          -        -
                                      ------------ ---------- ------------ ---------- --------- ---------- ---------- --------
      Balance, December 31,                     -       $  -            -        $ -         -        $ -    399,752   $3,998
                                      ============ ========== ============ ========== ========= ========== ========== ========
</TABLE>

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

                                      F-8
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY, CONTINUED
<TABLE>
<CAPTION>
                                                                                                              Additional
                                          Common Stock             Common Stock            Common Stock        Paid in
                                             Class A                  Class B              to be issued        Capital
                                     ----------- ------------ ------------------------ ----------- ---------- -----------
                                       Shares      Amount       Shares      Amount       Shares     Amount
                                     ----------- ------------ ----------- ------------ ----------- ---------- -----------
<S>                                    <C>         <C>           <C>         <C>          <C>         <C>         <C>
Balance at December 31, 2002         10,768,991     $107,690           -          $ -   5,695,595 $5,773,279  $8,540,367

Conversion of debt to common
stock to be issued                            -            -           -            -   1,246,677  1,087,135           -

Common stock to be issued in
connection with purchase
of a boxer's exclusive
promotional agreement                         -            -           -            -     200,000    132,000           -

Common stock to be issued in
connection to debt                            -            -           -            -     245,000    142,500           -

Agreement for common stock to
be issued to consultant
for services                                  -            -           -            -     950,000    690,000           -

Warrants issued for compensation
to an employee                                -            -           -            -           -          -     157,500

Adjustment of shares to be issued
to consultant for
services per settlement                       -            -           -            -    (131,580)  (161,843)          -

Amortization of deferred
consulting fees                               -            -           -            -           -          -           -

Litigation settlement                         -            -           -            -           -          -           -

Accrued dividends on preferred
stock - Series A Convertible                  -            -           -            -           -          -           -
Amortization of deferred signing
bonus                                         -            -           -            -           -          -           -

Impairment of deferred signing
bonus                                         -            -           -            -           -          -           -

Issuance of warrants for
professional services                         -            -           -            -           -          -     111,000

Warrants issued with convertible
debt                                          -            -           -            -           -          -     111,325

Issuance of warrants with debt                -            -           -            -           -          -     481,200

Recording of debt discount                    -            -           -            -           -          -      71,625
Amortization of financing costs
related
to issuance of warrants in
connection to convertible debt                -            -           -            -           -          -           -

Net Loss                                      -            -           -            -           -          -           -
                                     ----------- ------------ ----------- ------------ ----------- ---------- -----------

       Balance, December 31, 2003    10,768,991     $107,690           -          $ -   8,205,692 $7,663,071  $9,473,017
                                     ----------- ------------ ----------- ------------ ----------- ---------- -----------

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

                                      F-9
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY, CONTINUED

                                                                                                              Additional
                                        Convertible Series E       Common Stock           Common Stock           Paid
                                          Preferred Stock                                 to be issued        in Capital
                                       ------------ ---------- --------- ----------- ---------- ------------ -------------
                                         Shares      Amount     Shares     Amount     Shares      Amount
                                       ------------ ---------- --------- ----------- ---------- ------------ -------------


 Balance at December 31, 2003                 -         $-     10,768,991   $107,690   8,205,692   $7,663,071    $9,473,017

Issuance of Series B Preferred
Stock to related parties in connection
with conversion of related party debt         -          -              -          -           -            -     3,452,616

Issuance of common stock in
connection with
conversion of Series A Preferred
Stock                                         -          -      1,175,000     11,750           -            -       (10,575)

Issuance of common stock in
connection with
conversion of Series B Preferred
Stock                                         -         -      23,245,390    232,454           -            -      (227,804)

Issuance of common stock in
connection with
conversion of Series C Preferred
Stock                                         -          -      2,792,210     27,922           -            -       (27,643)

Issuance of Series E Preferred Stock      4,243         42              -          -           -            -     1,527,490

Common stock to be issued in
connection with
a boxer's Exclusive Promotional
Agreement                                     -          -              -          -     250,000      212,500       (75,000)

Warrants issued in connection with
a boxer's Exclusive Promotional
Agreement                                     -          -              -          -           -            -       205,000

Common stock to be issued in
connection
with consulting agreement                     -          -              -          -   3,000,000    1,740,000

Warrants issued in connection with
consulting agreement                          -          -              -          -           -            -       315,000

Cancellation of consulting agreement          -          -              -          -  (3,000,000)  (1,740,000)     (315,000)

Common stock to be issued in
connection with
Pledge This Holding, LLC                      -          -              -          -   1,000,000      510,000

Common stock to be issued to
consultant
for services                                  -          -              -          -     175,000       70,000

Conversion of debt to common stock
to be issued                                  -          -              -          -   5,113,029    1,949,596

Issuance of common stock from
common stock to be issued                     -          -     15,476,221    154,762 (15,476,221) (10,698,167)   10,543,405

Amortization of deferred consulting
fees                                          -          -              -          -           -            -             -

Treasury stock issued as
consideration for
professional fees                             -          -              -          -           -            -             -

Accrued dividends on Preferred
Stock - Series A
Convertible                                   -          -              -          -           -            -             -

Amortization of deferred signing
bonus                                         -          -              -          -           -            -             -



                                      F-10
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY, CONTINUED

                                                                                                               Additional
                                        Convertible Series E       Common Stock           Common Stock            Paid
                                          Preferred Stock                                 to be issued         in Capital
                                       ------------ ---------- --------- ----------- ---------- ------------ -------------
                                         Shares      Amount     Shares     Amount     Shares      Amount
                                       ------------ ---------- --------- ----------- ---------- ------------ -------------

Warrants issued with convertible
debt                                          -          -              -          -           -            -       931,957

Beneficial conversion feature of
convertible debt                              -          -              -          -           -            -     1,924,920

Warrants issued as fees for
convertible debt                              -          -              -          -           -            -        82,548

Amortization of financing costs               -          -              -          -           -            -

Sale of portion of deferred signing
bonuses                                       -          -              -          -           -            -

Common stock to be issued in
connection
with consulting agreement debt                -          -              -          -     732,500      293,000             -

Common stock issued in connection
with dispute                                  -          -        425,000      4,250           -            -       269,250

Net loss                                      -          -              -          -           -            -             -
                                       ------------ ---------- --------- -----------  ---------- ------------ -------------
   Balance, December 31,  2004            4,243        $42     53,882,812   $538,828           -          $ -    28,069,181
                                       ============ ========== ========= ===========  ========== ============ =============

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

                                      F-11
<PAGE>

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY, CONTINUED

                               Accumulated     Deferred      Deferred     Deferred         Treasury Stock       Total
                                 Deficit      Consulting    Financing     Signing            at cost         Stockholders'
                                                 Fees         Costs       Bonuses                             Deficiency
                               ------------- -------------- ----------- ------------- --------- ------------ -------------
                                                                                       Shares     Amount
                               ------------- -------------- ----------- ------------- --------- ------------ -------------


Balance at December 31, 2002   ($17,947,246)  ($2,770,242)         $ -  ($1,035,417)   120,284   ($201,298)  ($7,523,417)

Conversion of debt to common
stock to be issued                        -             -            -            -          -           -     1,087,135

Common stock to be issued in
connection with purchase
of a boxer's exclusive
promotional agreement                     -             -            -     (132,000)         -           -             -

Common stock to be issued in
connection to debt                        -                                                                      142,500

Agreement for common stock to
be issued to consultant
for services                              -      (690,000)           -            -          -           -             -

Warrants issued for
compensation
to an employee                            -             -            -            -          -           -       157,500

Adjustment of shares to be
issued
to consultant for
services per settlement                   -       161,843            -            -          -           -             -

Amortization of deferred
consulting fees                           -     1,377,200            -            -          -           -     1,377,200

Litigation settlement                     -     1,375,699                                                      1,375,699

Accrued dividends on
preferred
stock - Series A
Convertible                         (32,980)            -            -            -          -           -       (32,980)

Amortization of deferred
signing bonus                             -             -            -      390,999          -           -       390,999

Impairment of deferred
signing bonus                             -             -            -      194,000          -           -       194,000

Issuance of warrants for
professional services                     -             -            -            -          -           -       111,000

Warrants issued with
convertible debt                          -             -            -            -          -           -       111,325

Issuance of warrants with
debt                                      -             -      (37,200)           -          -           -       444,000

Recording of debt discount                -             -            -            -          -           -        71,625

Amortization of financing
costs related
to issuance of warrants in
connection to convertible
debt                                      -             -        5,048            -          -           -         5,048

Net Loss                         (9,930,457)            -            -            -          -           -    (9,930,457)

                               ------------- -------------- ----------- ------------- --------- ------------ -------------
  Balance, December 31, 2003   ($27,910,683)    ($545,500)    ($32,152)   ($582,418)   120,284   ($201,298) ($12,018,823)
                               ------------- -------------- ----------- ------------- --------- ------------ -------------

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

                                      F-12
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY, CONTINUED

                                      Accumulated    Deferred     Deferred    Deferred    Treasury Stock        Total
                                        Deficit     Consulting   Financing     Signing        at cost        Stockholders'
                                                       Fees        Costs       Bonuses                        Deficiency
                                      ------------- ----------- ------------- ---------- --------- --------  --------------
                                                                                          Shares   Amount
                                      ------------- ----------- ------------- ---------- --------- --------  --------------
Balance at December 31, 2003          ($27,910,683)  ($545,500)     ($32,152) ($582,418) (120,284) ($201,298) ($12,018,823)

Issuance of Series B Preferred
Stock to related parties in
connection with
conversion of related party debt                 -           -             -          -         -        -       3,453,268

Issuance of common stock in
connection with
conversion of Series A Preferred
Stock                                            -           -             -          -         -        -               -

Issuance of common stock in
connection with
conversion of Series B Preferred
Stock                                            -           -             -          -         -        -               -

Issuance of common stock in
connection with
conversion of Series C Preferred
Stock                                            -           -             -          -         -        -               -

Issuance of Series E Preferred Stock             -           -             -          -         -        -       1,527,532
Common stock to be issued in
connection with
a boxer's Exclusive Promotional
Agreement                                        -           -             -   (212,500)        -        -         (75,000)

Warrants issued in connection with
a boxer's Exclusive Promotional
Agreement                                        -           -             -   (205,000)        -        -               -

Common stock to be issued in
connection
with consulting agreement                        -  (1,740,000)            -          -         -        -               -

Warrants issued in connection with
consulting agreement                             -    (315,000)            -          -         -        -               -

Cancellation of consulting agreement             -           -             -          -         -        -      (2,055,000)
Common stock to be issued in
connection with

Pledge This Holding, LLC                         -           -             -          -         -        -         510,000
Common stock to be issued to
consultant
for services                                     -           -             -          -         -        -          70,000

Conversion of debt to common stock
to be issued                                     -           -             -          -         -        -       1,949,596

Issuance of common stock from
common stock to be issued                        -           -             -          -         -        -               -

Amortization of deferred consulting
fees                                             -   2,264,500             -          -         -        -       2,264,500

Treasury stock issued as
consideration for
professional fees                         (104,983)          -             -          -    15,500  116,298          11,315


                                      F-13
<PAGE>
                                           CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
                                    CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY, CONTINUED


                                      Accumulated    Deferred     Deferred    Deferred    Treasury Stock        Total
                                        Deficit     Consulting   Financing     Signing        at cost        Stockholders'
                                                       Fees        Costs       Bonuses                        Deficiency
                                      ------------- ----------- ------------- ---------- --------- --------  --------------
                                                                                          Shares   Amount
                                      ------------- ----------- ------------- ---------- --------- --------  --------------

Accrued dividends on Preferred
Stock - Series A
Convertible                                (32,330)          -             -          -         -        -         (32,330)

Amortization of deferred signing
bonus                                            -           -             -    686,878         -        -         686,878

Warrants issued with convertible
debt                                             -           -             -          -         -        -         931,957

Beneficial conversion feature of
convertible debt                                 -           -             -          -         -        -       1,924,920

Warrants issued as fees for
convertible debt                                 -           -             -          -         -        -          82,548

Amortization of financing costs                  -           -        32,152          -         -        -          32,152
Sale of portion of deferred signing
bonuses                                          -           -                   82,000         -        -          82,000

Common stock to be issued in
connection
with consulting agreement debt                   -           -             -          -         -        -         293,000

Common stock issued in connection
with dispute                                     -           -             -          -         -        -         273,500

Net loss                               (12,364,743)          -             -          -         -        -     (12,364,743)

                                      ------------- ----------- ------------- ---------- --------- --------  --------------
    Balance, December 31, 2004         (40,412,739)   (336,000)         $  -  ($231,040) (104,784) ($85,000)  ($12,452,730)
                                      ============= =========== ============= ========== ========= ========  ==============
</TABLE>
                 The accompanying notes are an integral part of
                    these consolidated financial statements.

                                      F-14
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                            FOR THE YEARS
                                                                                         ENDED DECEMBER 31,
                                                                                       2004               2003
                                                                                ================= ====================
<S>                                                                                        <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

   Net loss                                                                     $    (12,364,743) $        (9,930,457)
Adjustments to reconcile net loss
      to net cash used in operating activities:
Depreciation and amortization                                                            607,678            1,213,435
Loss on dispositions of property and equipment                                            10,659               30,835
Amortization of intangible assets                                                        313,512                6,249
Gain (loss) on sale of boxing promotional agreement                                      (33,000)            (107,277)
Amortization of deferred finance costs                                                    10,833               27,964
Loss on impairment of intangible assets                                                  781,833            1,923,368
Loss on impairment of signing bonuses                                                    514,913              302,333
Litigation settlement expense resulting from
      write-off of deferred consulting fees                                                    -            1,375,999
Gain on litigation settlement                                                                  -               (7,261)
Provision (benefit) for reserve for bad debts                                            (11,000)              11,000
Compensatory element of stock and warrant issuances
      for selling, general and administrative expenses                                 2,619,315            1,645,699
Reversal of compensatory element of stock and warrant
      issuances due to expiration and nullification of contract                       (2,055,000)                   -
Financing costs paid in stocks and warrants                                            3,543,157            1,061,913
Financing costs paid in Preferred Stock in connection with
      debt conversion - related party                                                  1,824,357                    -
(Increase) decrease in operating assets:
      Accounts receivable                                                                (49,209)             (39,121)
      Miscellaneous receivables and other current assets                                 (51,248)             (35,000)
Increase (decrease) in operating liabilities:
      Accounts payable                                                                   286,172              (20,894)
      Accrued litigation and judgments payable                                           (64,396)              93,778
      Accrued expenses and other current liabilities                                     931,497              789,159
      Accrued expenses due stockholder                                                         -               43,529
      Deferred revenue                                                                         -              400,000
      Customer advances                                                                        -             (150,000)
                                                                                ----------------- --------------------

NET CASH USED IN OPERATING ACTIVITIES                                                 (3,184,670)          (1,364,749)
                                                                                ----------------- --------------------
</TABLE>


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

                                      F-15
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                          FOR THE YEARS
                                                                                         ENDED DECEMBER 31,
                                                                                      2004               2003
                                                                            =================== ===================

CASH FLOWS FROM INVESTING ACTIVITIES:
<S>                                                                                      <C>                 <C>
       Expenditures for prepaid signing bonuses                             $         (225,000) $         (640,000)
       Payments for distribution rights                                               (109,957)           (280,000)
       Proceeds from sale of boxing promotional agreement                              145,000             140,000
       Purchases of property and
       equipment                                                                       (25,146)                  -
       Payments for purchase of  Pledge                                               (112,000)                  -
       Deferred finance
       costs                                                                                 -             (10,833)
       (Payment) proceeds of security
       deposit                                                                           7,146             (28,584)
                                                                            ------------------- -------------------

               NET CASH USED IN INVESTING ACTIVITIES                                  (319,957)           (819,417)
                                                                            ------------------- -------------------


 CASH FLOWS FROM FINANCING ACTIVITIES:
       Advances from
       stockholders                                                                     50,328             658,336
       Repayments of due to
       stockholders                                                                          -             (67,950)
       Proceeds from notes payable
       stockholders                                                                          -              12,500
       Advances to related party                                                      (170,020)                  -
       Proceeds from convertible
       debt                                                                          1,782,500             545,000
       Repayment of convertible
       debt                                                                                  -             (68,000)
       Bank
       overdraft                                                                             -              (7,572)
       Proceeds from sale of preferrred stock                                        1,477,532                   -
       Proceeds from notes and loans
       payable                                                                       1,066,466           2,643,664
       Repayment of notes and loans
       payable                                                                        (703,150)         (1,510,606)
       Proceeeds of preferred stock escrow account                                     199,064                   -
                                                                            ------------------- -------------------

               NET CASH PROVIDED BY FINANCING ACTIVITIES                             3,702,720           2,205,372
                                                                            -------------------- ------------------

       NET INCREASE  IN CASH                                                           198,093              21,206

       CASH, BEGINNING OF  YEAR
                                                                                        21,206                   -
                                                                            -------------------  ------------------

       CASH, END OF YEAR
                                                                            $          219,299   $          21,206
                                                                            ===================  ==================
</TABLE>

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

                                      F-16
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
Supplemental Disclosures:
                                                                                                FOR THE YEARS ENDED
                                                                                                   DECEMBER 31,
                                                                                               2004                2003
                                                                                      ==================== ===================
<S>                                                                                             <C>                  <C>
Cash paid during the year for:
     Interest                                                                         $           194,900  $          418,011
                                                                                      ==================== ===================

Non-cash investing and financing activities:
     Common stock issued in connection with the purchase
        of a boxer's Exclusive Promotional Agreement                                  $           212,500  $          132,000
     Warrants issued in connection with the purchase of a boxer's
        Exclusive Promotional Agreement                                               $           205,000  $                -
     Transfer of notes payable between stockholders                                   $                 -  $          100,000
     Transfer of accrued expenses to note payable - stockholder                       $           101,340  $          120,000
     Conversion of notes payable to accrued expenses                                  $                 -  $          257,244
     Transfer from accounts payable to accrued litigation and judgments               $            47,008  $          198,586
     Adjustment of shares to be issued to consultant for services,
        pursuant to settlement into common stock to be issued                         $                 -  $          161,843
     Transfer of convertible debt to notes payable                                    $                 -  $          114,000
     Conversion of notes payable/stockholders into Series B Preferred Stock           $           992,357  $                -
     Conversion of due to stockholder into Series B Preferred Stock                   $           636,554  $                -
     Conversion of convertible debt and accrued interest into
        common stock to be issued                                                     $         1,949,596  $        1,087,135
     Transfer from notes payable to accrued litigation and judgments                  $                 -  $           93,507
     Transfer of notes payable  - stockholder to notes payable                        $                 -  $           62,500
     Conversion of note payable and
        unpaid interest into accrued expenses                                         $                 -  $           39,835
     Reclassification of loans payable
        to accrued expenses and other current liabilities                             $                 -  $           22,500
     Accrued dividends on Series A preferred stock                                    $            32,330  $           32,980
     Transfer of common stock to be issued into common stock                          $        10,698,167  $                -
     Conversion of Series A, B and C Preferred stock into common stock                $             6,104  $                -
     Recording of debt discount/beneficial conversion feature                         $         1,924,920  $           71,625
     Transfer of accrued expenses to due to stockholders                              $            91,692  $                -
     Conversion of note payable into Series E Preferred Stock                         $            50,000  $                -
     Loss resulting from disposition of Treasury stock charged to
        additional paid in capital                                                    $           104,983  $                -
     Common stock to be issued as payment of accrued expenses                         $           293,000  $                -
</TABLE>


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

                                      F-17
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Description of Business

Cedric Kushner Promotions,  Inc. (the "Company") was originally  incorporated on
February 1, 1996 under the laws of the State of Delaware as Hippo,  Inc., a golf
equipment and apparel  manufacturer.  In January 1998,  the Company  changed its
name to Outlook  Sports  Technology,  Inc. to reflect a greater  focus on sports
product research and development  operations.  In 2000, the Company redefined it
business  mission  as  an  internet  technology  and  e-commerce  incubator.  In
connection  with the change in business  focus,  the Company changed its name to
Fusion Fund, Inc.

In December  2000, the Company  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 Company was a  non-operating
public shell  corporation  with nominal assets.  On April, 30, 2002, the Company
completed  a reverse  merger  with  closely  held Cedric  Kushner  Boxing,  Inc.
("CKB").  Upon  consummation  of the reverse  merger,  CKB became a wholly-owned
subsidiary  of the  Company,  with the Company  functioning  solely as a holding
company.  On or about January 16, 2002,  the Company  changed its name to Cedric
Kushner Promotions, Inc., and the Company's stock began trading under the symbol
"CKHP". In December, 2004, the Company's stock symbol changed to "CKPI."

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

The  Company,  through  its  subsidiaries,  is an  integrated  boxing  and media
company.

The Company's subsidiaries are summarized below:

Cedric Kushner Boxing, Inc.

Cedric Kushner Boxing, Inc. ("CKB") was incorporated under the laws of the State
of Delaware on March 5, 1999. CKB is 100% owned by the Company. CKB functions as
a holding company for the following subsidiaries:

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Cedric Kushner Promotions, Ltd.

Cedric Kushner Promotions, Ltd. ("CKP"),  incorporated as a New York corporation
on March 23, 1993,  manages the  promotion  of  professional  boxing  events and
professional  boxers. It is a party to most of the 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 sports governing bodies.  CKP typically acquires the rights to
boxing  athletes  and  packages  those rights to  television  networks,  venues,
sponsors and other  promoters.  It has promotional  rights to  approximately  10
boxing athletes. CKP is 100% owned by CKB. CKP was dissolved by the State of New
York Division of  Corporations  by  proclamation  on June 25, 2003 and is in the
process  of being  reinstated.  There can be no  assurances  that the  contracts
entered  into by CKP  are  enforceable  until  CKP has  been  reinstated.  CKP's
business  is  performed  through  its sister  subsidiaries  or parent  until its
reinstatement.

Big Content, Inc.

Big Content,  Inc. ("Big  Content"),  incorporated as a Delaware  corporation on
March 22,  2000,  manages the  creation,  distribution  (both  domestically  and
internationally), and maintenance of all of our boxing media holdings, including
our boxing media library of videotaped boxing events and current original boxing
related television programming. Big Content is 100% owned by CKB.

ThunderBox, Inc.

ThunderBox,  Inc.  ("Thunderbox") was incorporated as a Delaware  corporation on
March 7, 2001. ThunderBox is 80% owned by Big Content. This corporation owns and
manages the  ThunderBox  Series,  a program  that debuted in October  2000.  The
Thunderbox series discontinued as of December 31, 2003; however,  the Company is
negotiating  certain  licenses  for  the  Thunderbox  library.  There  can be no
assurances that such agreements will be consummated.

Ckrush Entertainment, Inc.

Ckrush  Entertainment,  Inc.  ("Entertainment")  was  incorporated as a Delaware
corporation on July 8, 2004.  Entertainment  develops,  produces,  finances, and
distributes  film  and  television   properties.   Entertainment   currently  is
co-producing  "Pledge  This",  starring Paris Hilton and  distributing  the film
"Pauly Shore Is Dead" in U.S.  Theatres.  Entertainment has a number of film and
television  properties  in  development.  Entertainment  is  100%  owned  by the
Company.

Ckrush Direct, Inc.

Ckrush Direct,  Inc.  ("Direct") was  incorporated as a Delaware  corporation on
October of 20, 2004 to develop,  acquire,  and  finance  entertainment  oriented
goods for direct response,  retail and digital sale. Direct is 100% owned by the
Company.

Ckrush Sports, Inc.

Ckrush Sports,  Inc.  ("Sports") was  incorporated as a Delaware  corporation on
January 12, 2005.  Sports was set up as a holding  entity with the  intention to
hold all of the  Company's  sports  related  properties,  including  its  boxing
division. Sports is 100% owned by the Company.

Ckrush, Inc.

Ckrush,  Inc.  ("Ckrush") was incorporated as a Delaware  corporation on January
12, 2005. Ckrush was set up with the intention of becoming a holding company for
the newly formed subsidiaries using the Ckrush name. Ckrush is 100% owned by the
Company.

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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.  All  inter-company  accounts and  transactions  have been
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.  The Company has no allowance for bad debts at
December 31, 2004.

Prepaid Signing Bonuses

Prepaid  signing  bonuses are carried at cost,  less  accumulated  amortization.
Amortization is computed 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,  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
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.

Deferred Finance Costs

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

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Property and Equipment

Property  and  equipment  is stated at cost less  accumulated  depreciation  and
amortization.   Depreciation   and  amortization  is  determined  by  using  the
straight-line  method over the  estimated  useful  lives of the related  assets,
generally  five to seven years.  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.

Intangibles are being amortized over their estimated useful lives ranging from 5
to 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.

The cost of feature  film  distribution  rights is  amortized  over an estimated
useful life of 2 years.

Investments in LLC

Investment in a 15% equity interest of Pledge This Holdings, LLC, is recorded at
cost.

Advertising Costs

Advertising costs are expensed as incurred and totaled approximately $88,000 and
$20,000 for the years ended December 31, 2004 and 2003, respectively.

Income Taxes

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

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The tax effects of  temporary  differences  that gave rise to the  deferred  tax
assets and deferred tax liabilities at December 31, 2004 and 2003 were primarily
attributable to net operating loss carry-forwards.

At  December  31,  2004 and 2003,  the  Company  had  provided a 100%  valuation
allowance  for the deferred tax assets,  because the  ultimate  realizations  of
those assets are uncertain.

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.

Fair Value of Financial Instruments

The carrying amounts of cash,  accounts  receivable,  accounts payable,  accrued
expenses and other current liabilities, accrued litigation and judgments payable
and notes and loans payable  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  the  interest  rates
approximate  current  market  rates  for  financial   instruments  with  similar
maturities  and terms.  The remaining  portion of long-term  debt is reported at
present value using a discounted rate for present value.

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 South Africa.

Recently Issued Accounting Pronouncements

In December  2004, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement No. 123R ("SFAS 123R") "Share Based  Payment," a revision of Statement
No. 123,  "Accounting for Stock Based  Compensation." This standard requires the
Company to measure the cost of employee services received in exchange for equity
awards based on grant date fair value of the awards.  The Company is required to
adopt  SFAS  123R  effective  January  1,  2006.  The  standard  provides  for a
prospective  application.  Under this method, the Company will begin recognizing
compensation  cost for equity based  compensation for all new or modified grants
after the date of adoption. In addition, the Company will recognize the unvested
portion  of the grant  date fair value of awards  issued  prior to the  adoption
based on the fair values  previously  calculated  for  disclosure  purposes.  At
December 31, 2004, the Company had no unvested options.

In  December  2004,  the FASB issued SFAS No.  153,  "Exchanges  of  Nonmonetary
Assets,"  ("SFAS  153").  SFAS 153 amends  Accounting  Principles  Board ("APB")
Opinion No. 29, "Accounting for Nonmonetary  Transactions," to require exchanges
of  nonmonetary  assets be accounted  for at fair value,  rather than  carryover
basis. Nonmonetary exchanges that lack commercial substance are exempt from this
requirement.  SFAS 153 is effective for  nonmonetary  exchanges  entered into in
fiscal years beginning after June 15, 2005. The Company does not routinely enter
into exchanges  that could be considered  nonmonetary,  accordingly  the Company
does not expect  adoption of SFAS 153 to have a material impact on the Company's
financial statements.

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

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 for the year ended December 31, 2003. FIN No.
46 did not have a  significant  impact on the Company's  consolidated  financial
position or results of operations.

On May 15, 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments  with   Characteristics  of  both  Liabilities  and  Equity,"  which
establishes standards for how financial instruments that have characteristics of
both  liabilities  and equity  instruments  should be  classified on the balance
sheet.  The  requirements  of SFAS No. 150  generally  outline  those  financial
instruments  that give the  issuer a choice of  settling  an  obligation  with a
variable  number of  securities  or  settling an  obligation  with a transfer of
assets or any mandatory  redeemable security should be classified as a liability
on the  balance  sheet.  As December  31,  2004,  the Company  does not have any
instruments that are within the scope of SFAS No. 150.

Stock Options, Warrants and Similar Equity Instruments

At December 31, 2004, the Company has three  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 Company will adopt the provisions of SFAS No. 123R
as of July 1, 2005 (See Note 2).

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>


For The Years Ended
                                                                                      December 31, 2004        December 31, 2003
                                                                                  -------------------------------------------------
<S>                                                                                       <C>                         <C>
Net loss, applicable to common stock, as reported                                         ($12,397,073)               ($9,963,437)

Add: Total stock-based employee compensation
included in net loss, net of related tax effects                                                 -                         25,000
Deduct: Total stock-based employee compensation expense determined
under fair value-based method for all awards net of related tax effects                          -                       (210,000)
                                                                                  ---------------------     ----------------------
Pro-forma net loss                                                                        ($12,397,073)              ($10,148,437)
                                                                                  =====================     ======================
Basic and diluted net loss per share - as reported                                              ($0.25)                    ($0.24)
                                                                                  =====================     ======================
Pro-forma basic and diluted net loss per share
 - as adjusted for SFAS No. 148                                                                 ($0.25)                    ($0.24)
                                                                                  =====================     ======================
</TABLE>

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

                                                      2004              2003
                                                       ----              ----
          Expected life (years)                         6                 7
          Interest rate                               3.1%              3.1%
          Annual rate of dividends                      0%                0%
          Volatility                                  115%               70%

The  weighted  average  fair value of the options at the date of grant using the
fair value based  method  during 2003 was  estimated  at $0.42.  No options were
granted in 2004.

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Loss per share

Loss per common share is based upon the weighted average number of common shares
outstanding  during the year. Diluted loss per common share is the same as basic
loss per share,  as the effect of potentially  diluted  securities  (options and
warrants)  are  anti-dilutive.  Losses  attributable  to common  stock have been
adjusted for the Series A Preferred Stock dividends.

Common stock to be issued and all convertible  preferred  shares were issued and
converted  upon the increase in  authorized  common  shares from  20,000,000  to
100,000,000.  Accordingly,  the Company has calculated  weighted  average common
shares  outstanding  as if the  preferred  shares were actually  converted  into
common  stock  effective as of January 1, 2003 and the common stock to be issued
were actually issued as of the original commitment dates.

Reclassifications

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

Note 3. Going Concern

The Company  incurred net losses of $12,364,743 and $9,930,457  during the years
ended December 31, 2004 and 2003,  respectively.  In addition, the Company had a
working  capital  deficiency of $11,188,682 at December 31, 2004 and $10,497,063
at December 31, 2003. Furthermore, the Company had a stockholders' deficiency of
$12,452,730  at December 31, 2004 and  $12,018,823  at December 31, 2003.  These
factors  continue  to 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 year 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.  Furthermore,  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.

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, 2004, the Company had  successfully  obtained
external  financing  through  private  placements  of  convertible  debt,  other
short-term  borrowings and preferred  stock.  Some of the debt has  subsequently
been converted  into common stock of the Company.  The Company has taken certain
actions to address liquidity in several ways, namely:

During the year ended December 31, 2004, the Company:

     o    moved our office to less expensive facilities;
     o    reduced the number of full time employees from 5 to 4; and
     o    continued to explore  sources of  additional  financing to satisfy its
          current operating requirements.

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

     o    continue to reduce operating costs;
     o    creation of new  subsidiaries  that are intended to develop,  produce,
          finance  and  distribute  film and  television  properties  as well as
          entertainment  oriented  good for direct  response  retail and digital
          sale;
     o    increase  revenue by  refocusing  on  existing  properties  and expand
          revenue base;
     o    continue to pursue the promotion of premium level boxing events;
     o    pursue production partnerships and joint ventures;
     o    pursue additional  sources of debt and equity financing to satisfy its
          current operating requirements; and
     o    continue to negotiate  with  existing  debt  holders to convert  their
          notes into equity.

There can be no assurances that these plans will be achieved.

Note 4. Prepaid Signing Bonuses, Net

For the year ended  December  31,  2004,  the Company  paid  $225,000 in signing
bonuses. During 2004 the Company entered into five participation agreements with
a number of investors whereby, in consideration of the payment of funds totaling
$145,000,  the  investors  would be  entitled to receive an  agreed-upon,  fixed
percentage of the net revenues  received  from the promotion of certain  boxers.
The  Company  recognized  gains  of  $33,000  resulting  from  the  sale  of the
percentage  interests  in these  boxers at the time of receipt of funds from the
investors.  In addition the Company reduced its investment in the certain boxers
by the related pro rata percentage of the participation agreements.

In accordance  with SFAS No. 144,  Accounting  for the Impairment or Disposal of
Long-Lived Assets, an impairment  analysis was performed in December 2004 of the
Company's  prepaid signing bonus. The fair value of this asset was determined by
calculating its discounted,  estimated  future operating cash flow and comparing
it  to  the  carrying  amount  of  the  asset.  This  testing  resulted  in  the
determination that the carrying amount of the Company's prepaid signing bonus at
December 31, 2004  exceeded  the  potential  amount that can be  recovered  from
future, discounted cash flows.  Accordingly,  the Company recorded an impairment
charge of $194,584 on its prepaid signing bonus in 2004.

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Prepaid signing bonuses, net, consisted of the following at December 31, 2004:

                                              Contract Period
                                                -----------
Prepaid signing bonuses                            $726,667 2 to 3 years
Less: Impairment loss recognized this year          194,584
Less: Accumulated amortization                      406,823
                                                 ----------
Prepaid signing bonuses, net                       $125,260
                                                 ==========


Amortization  expense,  which  includes  the  amortization  of both  prepaid and
deferred  signing  bonuses  for  2004  and  2003  were  $600,040  and  $608,421,
respectively.

Note 5. Property And Equipment, Net

Property and equipment, net, consisted of the following at December 31, 2004:

                                                       Life
                                                     ---------
Office equipment                       $   10,982    5-7 years
Furniture and fixtures                     14,164    5-7 years
Automobile                                 51,726    5 years
Set and ring costs                         20,625    5 years
Website development costs                   5,000    5 years
                                       -----------
                                          102,497
Less accumulated depreciation and
 amortization                              76,153
                                       -----------
Property and equipment, net            $   26,344
                                       ===========

Depreciation and  amortization  expense of property and equipment was $7,638 and
$40,123 for the years ended December 31, 2004 and 2003, respectively.

The Company recognized $10,659 and $30,835 as losses on its disposal of property
and equipment for the years ended December 31, 2004 and 2003, respectively.

Note 6.   Intangible Assets, Net

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 (also See Note 8). The  Company's  video library was
encumbered by a security  agreement as part of a forbearance  agreement  entered
into in March 2004.

Big  Content  has  granted  a  first  priority   security  interest  in  certain
intellectual  media  assets to  Livingston  Investments,  LLC and certain of its
affiliates as collateral for our payment  obligations  under various  agreements
(See Note 8). If we fail to perform our obligations under these agreements,  the
secured party may seize these assets. In such event, we would lose our rights to
our  library of boxing  films.  If this were to occur,  our  revenues,  profits,
results  of  operations,  financial  condition  and  future  prospects  would be
materially and adversely affected.

In  accordance  with SFAS No. 144,  an  impairment  analysis  was  performed  in
December 2003 of the Company's  intangible  assets.  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, 2003 exceeded
its  fair  value.  Accordingly,  the  Company  recorded  impairment  charges  of
$1,923,368 on its intangible assets in the fourth quarter of 2003.

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


In accordance  with SFAS No. 144, an  impairment  analysis was performed at June
30, 2004 and  December 31, 2004 of the  Company's  intangible  assets.  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
June 30, 2004 and  December  31, 2004  exceeded  its fair value by $430,000  and
$351,833, respectively.  Accordingly, the Company recorded impairment charges of
$781,833 on its intangible assets in 2004.

The  changes  in the  carrying  amount of  intangible  assets for the year ended
December 31, 2004 were as follows:
<TABLE>
<CAPTION>

                           Estimated      Balance     Acquired or      Less          Balance       Accumulated        Net
                          Useful Life      as of     Reclassified    Impairment       as of       Amortization    Book Value
                                         12/31/03       in 2004       in 2004        12/31/04     at 12-31-04     at 12-31-04
                          ----------------------------------------------------------------------------------------------------
<S>                          <C>           <C>        <C>            <C>          <C>                  <C>           <C>
 Acquired video library      5 Years       $888,000   $  320,000     ($200,000)   $    1,008,000       (658,291)     $349,709
 HWE Trademarks
 and contractual
 relationships              10 Years      1,015,332            -      (581,833)          433,499       (433,499)            -
 Acquired European
 Media Rights                7 Years         70,000      (70,000)            -                 -              -             -
 Acquired America
 Presents Library           10 Years        250,000     (250,000)            -                 -              -             -
 Distribution Rights
 Pauly Shore is Dead         2 Years              -      109,957             -           109,957        (13,745)       96,212
                                       ---------------------------------------------------------------------------------------
                    Total              $  2,223,332   $  109,957     ($781,833)   $    1,551,456    ($1,105,535)     $445,921
                                       =======================================================================================
</TABLE>

Amortization  expense of  intangible  assets was  $313,512  and $564,891 for the
years ended  December  31, 2004 and 2003,  respectively.  The  weighted  average
amortization period for intangible assets is seven years.

Amortization  expense  expected  over the next five  years for those  intangible
assets in which we experienced an impairment  loss in 2004 is based on their net
book values at December 31, 2004 over their  estimated  remaining  useful lives.
For the other intangible assets, amortization expense is based on their costs at
acquisition  over their estimated  useful lives.  Amortization  expense expected
over the next two years is as follows:

                                  Estimated
 Amortization expense             Remaining
 of Intangible Assets             Life (years)     2005       2006
- -------------------------------------------------------------------
Acquired video library               2         $ 182,858   $ 166,851
Distribution Rights                  2            54,980      41,232
                                               ----------------------
                                               $ 237,838   $ 208,083

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 7. Segment Data

The Company has two reportable segments: boxing promotions and media. The boxing
promotions  segment  produces  and  syndicates  boxing  events for  distribution
worldwide.  The media segment consists primarily of the Big Content  subsidiary,
which, 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, along with
other entertainment projects the Company either produces or distributes.

The  Company's  reportable  segments  are  strategic  business  units that offer
different outputs.  The following table presents information about the Company's
business segments as of and for the year ended December 31, 2004:
<TABLE>
<CAPTION>
                                                          ------------------------------------------------------------
                                                           Boxing promotions      Media                 Total
                                                          ----------------- ------------------ -----------------------
<S>                                                                  <C>               <C>                  <C>
Net revenue from external customers                               $ 2,627,827       $   385,077          $ 3,012,904
Operating loss                                                    $ 3,910,832       $ 2,118,959          $ 6,029,791
Amortization of signing bonuses                                   $   600,040       $         -          $   600,040
Amortization of intangible assets                                 $         -       $   313,512          $   313,512
Depreciation and amortization of property and equipment           $     7,638       $         -          $     7,638
Compensatory element of stock and warrant issuances
  for selling, general and administrative expenses                $ 2,109,315       $   510,000          $ 2,619,315
Reversal of stock based compensation                              $(2,055,000)      $         -          $(2,055,000)
Loss on impairment of intangible assets                           $         -       $   781,833          $   781,833
Loss on impairment of signing bonuses                             $   514,913       $         -          $   514,913
Interest expense - other                                          $   716,326       $    60,000          $   776,326
Interest expense - related parties                                $    47,319       $   186,785          $   234,104

Total identifiable assets                                         $   357,606       $   959,754          $ 1,317,360
Capital expenditures for property and equipment                   $    25,146       $         -          $    25,146
Capital expenditures for intangible assets                        $         -       $   109,957          $   109,957
</TABLE>

The following table presents  information about the Company's  business segments
as of and for the year ended December 31, 2003:
<TABLE>
<CAPTION>

                                                              Boxing promotions      Media              Total
                                                             ----------------------------------- --------------------
<S>                                                               <C>               <C>                  <C>
Net revenue from external customers                               $ 1,448,506       $   901,621          $ 2,350,127
Operating loss                                                    $ 5,481,179       $ 2,699,685          $ 8,180,864
Amortization of signing bonuses                                   $   608,421       $         -          $   608,421
Amortization of intangible assets                                 $         -       $   564,891          $   564,891
Depreciation and amortization of property and equipment           $    26,882       $    13,241          $    40,123
Compensatory element of stock and warrant issuances
  for selling, general and administrative expenses                $ 1,102,618       $   543,081          $ 1,645,699
Loss on impairment of intangible assets                           $         -       $ 1,923,368          $ 1,923,368
Loss on impairment of signing bonuses                             $   302,333       $         -          $   302,333
Interest expense - other                                          $   382,992       $   188,638          $   571,630
Interest expense - related parties                                $   181,283       $    89,289          $   270,572

Total identifiable assets                                         $   391,455       $ 1,563,925          $ 1,955,380
Capital expenditures for property and equipment                   $         -       $         -          $         -
Capital expenditures for intangible assets                        $         -       $   280,000          $   280,000
</TABLE>

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Foreign revenue disclosure

The Company had revenues  from foreign  sources in the amounts of  approximately
$484,596  and  $515,000  for  the  years  ended  December  31,  2004  and  2003,
respectively. This foreign source revenue accounted for 16.1% and 20.2% of total
revenues for the years ended December 31, 2004 and 2003,  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 2004 and 2003 is as
follows:
<TABLE>
<CAPTION>

                                                                                         For The Years Ended
                                                                                         Ended December 31,
                                                                               --------------------------------------
                                                                                     2004                   2003
                                                                               ----------------- --------------------
<S>                                                                                    <C>                  <C>
Operating loss                                                                      ($6,038,307)         ($8,180,863)
   Other income                                                                          40,000              105,031
   Gain on sale of boxing promotional agreement                                          33,000              107,277
   Gain on litigation settlement                                                              -                7,261
   Interest expense - other                                                            (776,326)            (571,630)
   Interest expense - related parties                                                  (234,104)            (270,572)
   Loss on disposition of property and equipment                                        (10,659)             (30,835)
   Loss on disposition of intangible assets                                                   -               (6,250)
   Financing costs paid in stocks and warrants                                       (3,543,157)          (1,061,913)
   Financing costs paid in Preferred Stock in connection
     with debt conversion - related party                                            (1,824,357)                   -
   Amortization of deferred finance costs                                               (10,833)             (27,963)
                                                                                ----------------- --------------------
     Net loss                                                                      ($12,364,743)         ($9,930,457)
                                                                               ================= ====================

</TABLE>
Note 8. Notes And Loans Payable

On March 15,  2002,  the Company  acquired all of the  outstanding  stock of Big
Content. 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,
2004 amounted to $1,000,000.

Note  payable in  connection  with the  judgment  against  the  Company by Zomba
Recording  Corporation  (See  Note  15).  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.  The
Company is in default of this note which  matured on  September  30,  2003.  The
balance on this note at December 31, 2004 amounted to $266,874.

Note payable in connection with the settlement of Shane D. Mosley, Sr. v. Cedric
Kushner  Promotions,  Ltd. (See Note 15). 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 the Company was in default. The balance
on this note at December 31, 2003 amounted to $560,359.  On or about May 6, 2004
the Company and Mosley agreed to settlement of the outstanding dispute. Pursuant
to the  agreement  the  Company  agreed to pay Mosley  $50,000 in  exchange  for
forbearance on any additional efforts to collect upon the unsatisfied portion of
the  Judgment.  The  Company  agreed  to  use  its  best  efforts  to  cause  it
shareholders  to increase  the number of  authorized  common  stock on or before
August 1, 2004.  Mosley  and the  Company  shall  then  enter into a  settlement

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


agreement  whereas the Company shall issue to Mosley the Company's  common stock
equal to the  outstanding  amount of  $510,705  divided  by the  lesser of a 10%
discount of the average  closing bid price for the sixty (60) day trading period
prior to the date of such issuance; or a 10% discount of the price on the day of
such  issuance.  The parties then agree to have a fairness  hearing  whereby the
final settlement  agreement will be brought before a court to determine  whether
the  settlement is fair and  reasonable  and finally  issuing an exemption  from
registration  of the settlement  shares.  Currently the Company is in default of
the May 6, 2004  forbearance  agreement.  At  December  31,  2004,  the  balance
recorded as current notes payable was $435,359.

Note payable in the original principal amount of $50,000 with interest at a rate
of 10% per annum.  The note  matured on June 1, 2004 when  principal  and unpaid
interest became due. The note is currently in default.  The balance on this note
at December 31, 2004 amounted to $50,000.

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  became due. The note is  currently in default.  The balance on
this note at December 31, 2004 amounted to $75,000.

Note payable in the original  principal  amount of $100,000  with  interest at a
rate of 12% per annum.  The note  matured on April 20, 2003 when  principal  and
unpaid  interest  became due. The note is  currently in default.  The balance on
this note at December 31, 2004 amounted to $75,000.

Note payable in the original principal amount of $50,000 with interest at a rate
of 12% per annum.  The note matured on March 31, 2003 when  principal and unpaid
interest became due. The note is currently in default.  The balance on this note
at December 31, 2004 amounted to $37,000.

Note payable in the original  principal  amount of $200,000  with  interest at a
rate of 12% per annum.  The note  matured on August 1, 2003 when  principal  and
unpaid  interest  became due. The note is  currently in default.  The balance on
this note at December 31, 2004 amounted to $195,000.

Note payable in the original  principal  amount of $130,000  with  interest at a
rate of 10% per  annum.  The note  matured  on June 1, 2004 when  principal  and
unpaid  interest  became due. The note is  currently in default.  The balance on
this note at December 31, 2004 amounted to $130,000.

Note payable in the original principal amount of $25,000 with interest at a rate
of 10% per annum.  The note matured on June 30, 2003 when  principal  and unpaid
interest became due. The note is currently in default.  The balance on this note
at December 31, 2004 amounted to $8,000.

Note payable in the original principal amount of $50,000 with interest at a rate
of 10% per annum.  The note matured on June 16, 2003 when  principal  and unpaid
interest became due. The note is currently in default.  The balance on this note
at December 31, 2004 amounted to $50,000.

Note payable in the original principal amount of $80,000 with interest at a rate
of 12% per annum.  The note matured on June 30, 2003 when  principal  and unpaid
interest became due. The note is currently in default.  The balance on this note
at December 31, 2004 amounted to $80,000.

Note payable in the original principal amount of $40,000 with interest at a rate
of 12% per annum.  The note matured on March 5, 2003 when  principal  and unpaid
interest became due. The note is currently in default.  The balance on this note
at December 31, 2004 amounted to $40,000.

Note payable in the original  principal  amount of $150,000  with  interest at a
rate of 10% per annum.  The note  matured on August 1, 2003 when  principal  and
unpaid  interest  became due. The note is  currently in default.  The balance on
this note at December 31, 2004 amounted to $145,000.

Note payable in the original  principal  amount of $150,000  with  interest at a
rate of 10% per annum.  The note matured on December 19, 2003 when principal and
unpaid  interest  became due. The note is  currently in default.  The balance on
this note at December 31, 2004 amounted to $150,000.

                                      F-30
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note payable in the original  principal  amount of $125,000  with  interest at a
rate of 10% per annum.  The note matured on January 20, 2003 when  principal and
unpaid  interest  became due. The note is  currently in default.  The balance on
this note at December 31, 2004 amounted to $125,000.

Note payable in the original  principal  amount of $120,000  with  interest at a
rate of 10% per  annum.  The note  matured  on June 1, 2004 when  principal  and
unpaid  interest  became due. The note is  currently in default.  The balance on
this note at December 31, 2004 amounted to $120,000.

Note payable in the original principal amount of $60,000. In connection with the
note, the Holder was paid a fee in the amount of $5,000; no additional  interest
will accrue on this Note.  The note matured on September 1, 2004 when  principal
became  due.  The note is  currently  in  default.  The  balance on this note at
December 31, 2004 amounted to $5,000.

Notes  payable in the  aggregate  amount of $50,000.  In  connection  with these
notes, the Holder was paid a fee in the amount of $1,000; no additional interest
will accrue on this Note.  The notes  matured on January 1, 2005 when  principal
became due. The notes are  currently  in default.  The balance on these notes at
December 31, 2004 amounted to $50,000.

Note payable in the original principal amount of $75,000. In connection with the
note, the Holder was paid a fee in the amount of $7,500; no additional  interest
will accrue on this Note.  The note  matured on August 20,  2004 when  principal
became  due.  The note is  currently  in  default.  The  balance on this note at
December 31, 2004 amounted to $75,000.

Notes payable in the aggregate amount of $75,000 with interest at 10% per annum.
The notes matured on December 1, 2004 when  principal  became due. The notes are
currently in default.  The balance on these notes at December 31, 2004  amounted
to $75,000.

Note payable in the original principal amount of $10,000. In connection with the
note, the Holder was paid a fee in the amount of $2,000; no additional  interest
will accrue on this Note.  The note matured on December 20, 2004 when  principal
became  due.  The note is  currently  in  default.  The  balance on this note at
December 31, 2004 amounted to $10,000.

Note payable in the original principal amount of $22,000. In connection with the
note, the Holder was paid a fee in the amount of $4,400; no additional  interest
will accrue on this Note.  The note matured on November 13, 2004 when  principal
became  due.  The note is  currently  in  default.  The  balance on this note at
December 31, 2004 amounted to $22,000.

Note payable in the original principal amount of $50,000;  non interest bearing.
The note  matured on  January 1, 2005 when  principal  became  due.  The note is
currently in default.  The balance on this note at December 31, 2004 amounted to
$50,000.

Note payable in the original principal amount of $50,000;  non interest bearing.
The note  matured on January 31,  2005 when  principal  became due.  The note is
currently in default.  The balance on this note at December 31, 2004 amounted to
$50,000.

Note payable in the original  principal  amount of $125,000.  In connection with
the note,  the  Holder was paid a fee in the amount of  $10,000;  no  additional
interest  will accrue on this Note.  The note  matured on September 1, 2004 when
principal became due. The note is currently in default. The balance on this note
at December 31, 2004 amounted to $59,000.

                                      F-31
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Various loans  payable  borrowed in 2004 in the  aggregate  principal  amount of
$35,818  with no  specific  repayment  terms.  Included in these loans are loans
bearing interest at 12% per annum amounting to $31,500.

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 was
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,  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 September 1, 2003, the Company issued a promissory note for the Fixed
Amount  with a third  party (the  "Noteholder")  whom had been  transferred  the
rights through a separate  agreement with APB. As of December 31, 2003, the note
was in  default.  The  balance on this note at  December  31,  2003  amounted to
$250,000.  On or about January 8, 2004,  APB commenced  arbitration  against the
Company in which it was alleged that the Company defaulted upon the terms of the
$250,000 note dated  September 1, 2003. On or about March 30, 2004,  this matter
was  settled  pursuant  to which  Note-holder  and the  Company  entered  into a
Forbearance  Agreement  pursuant to which the outstanding  balance due under the
note was  restructured  pursuant  to a payout  schedule.  Noteholder  was  given
additional  security  on the  Library  for  the  debt  and the  arbitration  was
dismissed without prejudice. As of December 31, 2004 the amount owed pursuant to
the Note was $175,000.  During March 2005,  the Company became in default of the
forbearance agreement.

Notes Payable in connection with warrant issuances

The Company  entered  into notes  payable  with an  Individual  in the  original
principal  amount of $25,000  and  $35,000  with  interest  at a rate of 23% per
annum.  In connection  with the $35,000  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 notes were payable on demand and are currently in default.
The balance on these notes at December 31, 2004 amounted to $60,000.

The Company had several notes payable to a single investor with the aggregate of
the original principal amounts totaling $520,000 payable with interest at a rate
of 10% per annum. The notes matured on various dates between August 15, 2003 and
January 5, 2004 when  principal  and unpaid  interest  became due. The notes are
currently  in default.  The total  balance on these  notes at December  31, 2004
amounted to $520,000. In connection with these notes the Company issued warrants
to purchase a total of 1,040,000  shares of the Company's  common  stock,  at an
exercise price of $0.10 per share.  The warrants,  which are exercisable  over a
five-year  period,  will expire at various dates from May 27, 2008 to October 5,
2008.  The fair value of the warrants  was  estimated at an average of $0.43 per
share on the date of issuance,  using the Black-Scholes pricing model. Financing
costs,  related to these  warrants  for the year  ended  December  31,  2003 and
included in the consolidated statement of operations, amounted to $444,000.

Note payable in the original principal amount of $76,000 with interest at a rate
of 10% per annum.  The note matured on June 14, 2003 when  principal  and unpaid
interest became due. The note was repaid on January 13, 2004. In connection with
this note the Company issued warrants to purchase 38,000 shares of the Company's
common  stock,  at an exercise  price of $0.50 per share with a term of 5 years.
The fair value of the  warrants was  estimated at an average  price of $0.73 per
share on the date of issuance,  using the Black-Scholes pricing model. Financing
costs,  related to these  warrants  for the year  ended  December  31,  2003 and
included in the consolidated statement of operations,  amounted to approximately
$28,000.

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note payable in the original principal amount of $38,000 with interest at a rate
of 10% per annum.  The note matured on June 21, 2003 when  principal  and unpaid
interest became due. The note was repaid on January 13, 2004. In connection with
this note the Company issued warrants to purchase 19,000 shares of the Company's
common  stock,  at an exercise  price of $0.50 per share with a term of 5 years.
The fair value of the  warrants was  estimated at an average  price of $0.73 per
share on the date of issuance,  using the Black-Scholes pricing model. Financing
costs,  related to these  warrants  for the year  ended  December  31,  2003 and
included in the consolidated statement of operations,  amounted to approximately
$14,000.

Notes Payable in connection with common stock issuances

Note payable in the original principal amount of $50,000 with interest at a rate
of 12% per annum. The note matured on January 23, 2004 when principal and unpaid
interest became due. The note is currently in default.  The balance on this note
at December  31, 2004  amounted to $50,000.  In  connection  with the note,  the
Company agreed to issue 50,000 shares of Class A Common Stock in connection with
the  note.  The fair  value of the  shares  was  $0.50  per share on the date of
issuance or a total value of $25,000.  Financing costs,  related to the issuance
of these  shares  for the year  ended  December  31,  2003 and  included  in the
consolidated  statement of operations,  amounted to $25,000.  As a result of our
Definitive  Proxy  Statement  voted on and approved by the  shareholders  of the
Company on December 6, 2004,  which increased the Company's number of authorized
shares of common stock from 20,000,000 to 100,000,000 shares, the Company issued
to the Holder 50,000 shares of common stock as agreed upon.

Note payable in the original principal amount of $20,000 with interest at a rate
of 10% per annum.  The note  matured on  December  24, 2003 when  principal  and
unpaid  interest  became due. The note is  currently in default.  The balance on
this note at December 31, 2004 amounted to $20,000. In connection with the note,
the Company  agreed to issue 20,000 shares of Class A Common Stock in connection
with the note.  The fair  value of the shares was $0.75 per share on the date of
issuance or a total value of $15,000.  Financing costs,  related to the issuance
of these  shares  for the year  ended  December  31,  2003 and  included  in the
consolidated  statement of operations,  amounted to $15,000.  As a result of our
Definitive  Proxy  Statement  voted on and approved by the  shareholders  of the
Company on December 6, 2004,  which increased the Company's number of authorized
shares of common stock from 20,000,000 to 100,000,000 shares, the Company issued
to the Holder 20,000 shares of common stock as agreed upon.

Note payable in the original  principal  amount of $150,000  with  interest at a
rate of 12% per annum. The note matured on May 3, 2003 when principal and unpaid
interest became due. The note is currently in default.  The balance on this note

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


at December  31, 2004  amounted to $35,000.  In  connection  with the note,  the
Company  agreed to issue  150,000  shares of Class A Common Stock in  connection
with the note.  The fair  value of the shares was $0.60 per share on the date of
issuance or a total value of $90,000.  Financing costs,  related to the issuance
of these  shares  for the year  ended  December  31,  2003 and  included  in the
consolidated  statement of operations,  amounted to $90,000.  As a result of our
Definitive  Proxy  Statement  voted on and approved by the  shareholders  of the
Company on December 6, 2004,  which increased the Company's number of authorized
shares of common stock from 20,000,000 to 100,000,000 shares, the Company issued
to the Holder 150,000 shares of common stock as agreed upon.

Note payable in the original principal amount of $25,000 with interest at a rate
of 12% per annum. The note matured on January 23, 2004 when principal and unpaid
interest became due. The note is currently in default.  The balance on this note
at December  31, 2004  amounted to $25,000.  In  connection  with the note,  the
Company agreed to issue 25,000 shares of Class A Common Stock in connection with
the  note.  The fair  value of the  shares  was  $0.50  per share on the date of
issuance or a total value of $12,500.  Financing costs,  related to the issuance
of these  shares  for the year  ended  December  31,  2003 and  included  in the
consolidated  statement of operations,  amounted to $12,500.  As a result of our
Definitive  Proxy  Statement  voted on and approved by the  shareholders  of the
Company on December 6, 2004,  which increased the Company's number of authorized
shares of common stock from 20,000,000 to 100,000,000 shares, the Company issued
to the Holder 25,000 shares of common stock as agreed upon.

Secured Notes

In October  2004 the  Company  borrowed  $310,000  principal  from four  lenders
pursuant to four Secured  Promissory  Notes.  The Notes bear interest at 18% per
annum and matured on January  15,  2005.  In  addition  the Company and the Note
Holders each entered into a Pledge and Security Agreement whereby the Notes were
secured by the Company's interest in Pledge This Holding, LLC. (See Note 14). As
of December 31, 2004 the balance of the notes payable  amounted to $310,000.  In
February 2005, three Notes aggregating  $300,000 principal were repaid. In March
2005, the Company issued an unsecured  $10,000  Promissory  Note in exchange for
the remaining $10,000 Secured Promissory Note.

Other

The Company is in default of several  notes and loans  payable in the  aggregate
amount of approximately $3,300,000,.  The Company hopes to remedy these defaults
through additional borrowings, ownership contributions,  and/or renegotiation of
existing  terms and  conditions  of notes and loans  payable in default.  If the
Company  is unable to cure  these  defaults,  it may  significantly  impede  the
Company's  ability to raise  additional  funds and/or to conduct normal business
operations.

Scheduled  maturities  of notes and loans  payable at  December  31, 2004 are as
follows:

                   Year Ending December 31,
                           2005                            $         3,609,050
                           2006                                              0
                           2007                                              0
                           2008                                              0
                           2009                                              0
                        Thereafter                                   1,000,000
                                                           --------------------
               Total notes and loans payable                         4,609,050
                  Less: current portion                              3,609,050
                                                           --------------------
       Notes and loans payable, less current portion       $         1,000,000
                                                           ====================

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 9. Notes Payable - Stockholders

In October,  2003, the Company  borrowed  $220,000 from a shareholder.  The note
bears interest at 18% per annum and is currently in default. The balance on this
note at December 31, 2004 amounted to $220,000.

On  February  19,  2004 the  Company  and its  President  agreed to convert  the
Company's  outstanding  debt  to its  President  into  equity.  Pursuant  to the
agreement the aggregate  amount  outstanding  of $1,628,911  relating to various
personal  loans made by the  President to the Company  shall be  converted  into
65,156  shares of the  Company's  Series B Preferred  Stock.  As a result of our
Definitive  Proxy  Statement  voted on and approved by the  shareholders  of the
Company on December 6, 2004,  which increased the Company's number of authorized
shares of common  stock from  20,000,000  to  100,000,000  shares,  the Series B
Preferred  automatically converted into 3,257,800 shares of the Company's Common
Stock. The fair value of the Common Stock, upon conversion,  was $1.06 per share
on the date of the  agreement.  Accordingly,  the value of the 65,156  shares of
Preferred B Stock is identical to the value of 3,257,800 shares of the Company's
Common Stock, which approximates  $3,500,000.  Therefore, the Company recognized
financing costs,  related to this transaction,  of approximately  $1,800,000 for
the year ending December 31, 2004.

The  Company  entered  into a  consulting  agreement  with one of the  Company'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.

In connection  with the above  referenced  consulting  agreement in the original
amount  $2,600,000  payable  in weekly  installments  of  $5,000  over ten years
without  interest.  The total remaining amount owing as of December 31, 2004 was
$2,056,754. In accordance with the guidance in paragraph 37(k) of SFAS 141, this
liability was recorded at present value of $1,417,957,  as of December 31, 2004,
utilizing  appropriate  current imputed interest rates.  The Company  determined
that an  appropriate  imputed  interest  rate was 15% per  annum.  The amount of
interest imputed for the years ended December 31, 2004 and 2003 was $186,785 and
$200,529,  respectively.  Our  subsidiary,  Big  Content,  has  granted  a first
priority  security  interest in certain  intellectual  media assets to this note
holder and certain of its affiliates as collateral  for our payment  obligations
under  various  agreements.  If we fail to perform our  obligations  under these
agreements,  the secured party may seize these assets.  In such event,  we would
lose our  rights to our  library  of boxing  films.  If this were to occur,  our
revenues,  profits,  results  of  operations,  financial  condition  and  future
prospects would be materially and adversely affected.

Scheduled maturities of notes payable - stockholders at December 31, 2004 are as
follows:

                    Year Ending December 31,
                      2005                                       $642,946
                      2006                                         91,000
                      2007                                        104,000
                      2008                                        117,000
                      2009                                        130,000
                   Thereafter                                     553,011
                                                      --------------------
          Total notes and loans payable                         1,637,957
             Less: current portion                                642,946
                                                      --------------------
  Notes and loans payable, less current portion                  $995,011
                                                      ====================

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 10. Convertible Debt

From  January  1, 2004 to March 31,  2004,  the  Company  entered  into note and
warrant   agreements  with  various  third  parties  for  a  combined  total  of
$1,541,500, with interest due on the outstanding principal amount at the rate of
10% per year,  compounded  annually.  The notes  were due on or before the 150th
calendar day after the date of each note. In the event the  principal  amount of
these  notes,  together  with  accrued but unpaid  interest,  was not paid on or
before  the  150th  calendar  day  after the date of the  notes,  the  Holder is
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 85% of the five day average closing bid price of the Company's common
stock for the five trading day period  immediately  preceding the 150th calendar
day after the date of the notes.  During the year ended  December 31, 2004,  the
Company   converted  the   convertible   debt  of   $1,541,500,   combined  with
approximately  $90,000 of accrued interest,  into 4,337,431 shares, as adjusted,
of the Company's common stock.

Financing  costs,  related  to the  amortization  of the  beneficial  conversion
feature  for the year ended  December  31, 2004 and  included  in the  condensed
consolidated  statement of operations,  amounted to  $1,778,473.  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.  In connection  with the  convertible  notes,  the
Company  issued  770,750  warrants  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.  The fair value of the warrants of $0.90 was estimated
at an  average  price of $1.12  per  share on the date of  issuance,  using  the
Black-Scholes pricing model.  Financing costs related to these warrants for year
ended December 31, 2004 and included in the condensed  consolidated statement of
operations amounted to $709,445.  Additionally, the Company paid a finder's cash
compensation   of  $144,200   which  was   expensed  as  selling,   general  and
administrative expenses in the periods paid. Furthermore,  the Company agreed to
issue the finder warrants to purchase shares of common stock equal to 10% of the
gross  proceeds  raised  by the  finder  divided  by the  exercise  price of the
warrants.  The  warrants  shall have a term of 5 years and an exercise  price of
$0.50 per share and have an  estimated  fair value of  $51,948.  Such amount has
been  charged to expense as financing  costs during the year ended  December 31,
2004.

From April 1, 2004 to June 30, 2004,  the Company  entered into note and warrant
agreements  with two  individuals  for a combined total of $50,000 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 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 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 85% of
the five day average  closing bid price of the  Company's  common  stock for the
five trading day period  immediately  preceding the 150th calendar day after the
date of the notes.  During the quarter  ended  September  30, 2004,  the Company
converted the convertible debt of $50,000, combined with approximately $5,000 of
accrued  interest,  into 140,698 shares,  as adjusted,  of the Company's  common
stock.

                                      F-36
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Financing  costs,  related  to the  amortization  of the  beneficial  conversion
feature  for the year ended  December  31, 2004 and  included  in the  condensed
consolidated  statement of operations,  amounted to $19,297.  Additionally,  the
Company issued 25,000  warrants to purchase shares of common stock in connection
with  the  notes  at an  exercise  price of $.50 per  share.  The  warrants  are
exercisable  over a  five-year  period.  The  fair  value  of the  warrants  was
approximately $13,900 at an average price of approximately $.56 per share on the
date of issuance,  using the  Black-Scholes  pricing  model.  Additionally,  the
Company agreed to issue the finder  warrants to purchase  shares of common stock
equal to 10% of the gross proceeds  raised by the finder divided by the exercise
price of the warrants. The warrants shall have a term of 5 years and an exercise
price of $0.50 per share and have an estimated fair value of $1,950. Such amount
has been  charged to expense as financing  costs during the year ended  December
31, 2004.

From July 7, 2004 to  September  14,  2004,  the Company  entered  into note and
warrant  agreements  with various third parties for a combined total of $191,000
with interest due on the outstanding  principal  amount,  at the rate of 10% per
year, compounded annually. The notes are due on or before the 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 150th
calendar day after the date of the notes,  the Holder,  with  expressed  written
consent,  shall 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 85% of the  five day  average  closing  bid  price of the
Company's common stock for the five trading day period immediately preceding the
150th  calendar  day after the date of the notes.  As of  December  31, 2004 the
balance owed on these notes was $191,000 principal plus accrued interest.

In connection with the convertible  notes, the Company issued 95,500 warrants 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. The fair
value of the warrants of $0.90 was  estimated  at an average  price of $1.12 per
share on the date of issuance,  using the Black-Scholes pricing model. Financing
costs,  related to these  warrants  for the year  ended  December  31,  2004 and
included in the consolidated statement of operations, amounted to $39,155.

Additionally,  the Company paid to a finder cash  compensation of $21,000.  This
fee was  reported  as  financing  costs for the year ended  December  31,  2004.
Furthermore,  the Company  agreed to issue the finder a warrant to purchase  one
share of  common  stock  for every  $3.00 of the  gross  proceeds  raised by the
finder.  The warrants have a term of 5 years and an exercise  price of $0.50 per
share.  The warrants have an estimated  fair value of $28,650 which was reported
as financing costs for the year ended December 31, 2004.

From  December 3, 2003 to December 18, 2003,  the Company  entered into note and
warrant  agreements  with various third parties for a combined total of $240,000
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  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 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,

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


divided by 85% of the five day average closing bid price of the Company's common
stock for the five trading day period  immediately  preceding the 150th calendar
day after the date of the notes.  These notes, which matured between May 1, 2004
and May 16, 2004, were in default.  The outstanding  balance, net of unamortized
debt discount of $61,580 as of December 31, 2003 was $178,420.  Financing costs,
related to the  amortization of the beneficial  conversion  feature for the year
ended  December  31,  2003  and  included  in  the  consolidated   statement  of
operations,  amounted  to  $10,045.  During the year  ended  2004,  the  Company
converted  $240,000 in  convertible  debt and  approximately  $13,000 in accrued
interest into 632,020 shares,  as adjusted,  of the Company's  common stock. The
Company recognized financing costs, related to this transaction, of $27,712.

The  Company  recorded  a  deferred  debt  discount  in the amount of $71,625 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.  Such debt
discount was reported as finance costs during the year ended December 31, 2004.

The Company issued  120,000  warrants at an exercise price of $0.50 per share in
connection  with  the  issuance  of the  December  2003  convertible  debt.  The
warrants,  which are exercisable over a five-year period, will expire at various
dates from December 2, 2008 to December 17, 2008. The fair value of the warrants
of $37,200 was  estimated at an average  price of $0.31 per share on the date of
issuance,  using the Black-Scholes  pricing model.  Financing costs,  related to
these  warrants  for the  year  ended  December  31,  2003 and  included  in the
consolidated statement of operations, amounted to $5,048.

In December 2004, the Company issued 196,010  additional  warrants in connection
with the December 2003 convertible debt of $240,000.  These warrants were issued
since the  original  notes  called  for  warrants  to be based on common  shares
converted.  The  fair  value  of the  warrants  was $.69  per  share  using  the
Black-Scholes  pricing  model.  Finance costs related to these  warrants for the
year ended  December  31, 2004 and  included in the  consolidated  statement  of
operations amounted to $135,247.

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 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 $0.50 per share.  The  warrants  expire five years from
their  issuance  date.  From  December  2003 to  January  2004  $182,000  of the
outstanding principal along with accrued interest was repaid to certain Holders.
During the year ended December 31, 2004, the remaining $123,000 principal amount
together with $4,505 in accrued but unpaid  interest was converted  into 287,047
shares of common stock of the Company.

                                      F-38
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The  Company  recorded a deferred  debt  discount  in the amount of  $305,000 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
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, 2003 was  approximately  $654,000,  and
this  amortization  was 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. In addition,  the Company amortized debt discount
of $45,000  related to the  expensing of deferred  finance  costs from the prior
year during the year ended December 31, 2003.

Note 11. Related Party Loans Receivable and Payable

On  February  19,  2004,  the Company  and its  President  agreed to convert the
Company's  outstanding  debt  to its  President  into  equity.  Pursuant  to the
agreement,  the aggregate amount  outstanding of $1,628,911  relating to various
personal  loans made by the  President to the Company  shall be  converted  into
65,156 shares of the Company's Series B Preferred Stock.  Immediately  following
stockholder  approval to increase the Company's  authorized  common  stock,  the
Series B Preferred  shall  automatically  convert into  3,257,800  shares of the
Company's common stock. The fair value of the common stock, upon conversion, was
$1.06  per  share on the date of the  agreement.  Accordingly,  the value of the
65,156 shares of Preferred B Stock is identical to the value of 3,257,800 shares
of the Company's common stock, which  approximated  $3,500,000.  Therefore,  the
Company   recognized   financing  costs,   related  to  this   transaction,   of
approximately $1,800,000 for the year ending December 31, 2004.

At December 31, 2004, the balance owed to the Company's  President was $117,173.
These amounts  advanced to the Company by the President are  unsecured,  have no
specific terms, conditions or maturities.

At December  31, 2004,  the balance owed to the  Company's  Vice  President  was
$122,128.  These  amounts  advanced  to the  Company by the Vice  President  are
unsecured, have no specific terms, conditions or maturities.

The  Company  has  an  unsecured  non-interest  bearing  receivable  due  from a
stockholder  and consultant.  At December 31, 2004, the balance  receivable from
this  consultant  was  $170,020.  Such  advances  were repaid in full during the
quarter ended March 31, 2005.

Note 12. Stockholders' Deficiency

Common Stock

Previously the Company had  authorized two classes of common stock,  Class A and
Class B. On December 6, 2004,  the  shareholders  of the  Company  approved  the
Company's  Definitive  Proxy  Statement  filed with the  Securities and Exchange
Commission  on November  18,  2004,  whereby  allowing  for the  increase in the
Company's authorized common shares from 20,000,000 to 100,000,000 in addition to
merging the two classes of common stock into one.

                                      F-39
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Upon the increase in the Company's  authorized common shares, the Company issued
an aggregate of 15,476,221 shares of common stock.  These shares were previously
reported as common stock to be issued.

The Company  recorded  the  following as common stock to be issued for the years
ended December 31, 2004 and 2003,  respectively.  As a result of the increase in
authorized common shares on December 6, 2004, these shares  previously  recorded
as common stock to be issued were issued as of December 31, 2004. All references
with regards to the old Class A Common Stock have been retroactively reported as
common stock. The issuances were as follows:

Effective  January 1, 2003,  the Company  issued 700,000 shares of the Company's
common stock in connection  with an agreement with an independent  consultant to
provide  consulting  services on general  business  matters  over a term of five
years.  The fair value of the shares was $0.80 per share on the date of issuance
or a total value of  approximately  $560,000.  The Company has recorded the fair
value of these shares as an adjustment to deferred consulting fees and as common
stock to be issued.  The  Company is  amortizing  $560,000  over the life of the
agreement.  Amortization  expense of $112,000 has been reflected as compensatory
element of stock issuances of selling,  general and  administrative  expenses in
the Company's  consolidated  statement of operations for the year ended December
31, 2003.

Pursuant to a Sale and Purchase  Agreement  (the "Sale  Agreement")  dated as of
December 24, 2002 among Sports Tech, Ltd. ("Sports Tech"),  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. On April 1, 2003,  the Company agreed to
issue an additional  200,000 shares of the Company's  common stock in connection
with an Exclusive Promotional Agreement ("EPA") related to a heavy-weight boxer.
The EPA has a base term three years.  The fair value of the shares was $0.66 per
share on the date of  issuance  or a total  value of  $132,000.  The Company has
recorded the fair value of these  shares as an  adjustment  to deferred  signing
bonus and as common stock to be issued,  and is amortizing  this amount over the
life of the  agreement.  Amortization  of  deferred  signing  bonus  under  this
agreement  for the  years  ended  December  31,  2003 and 2004  included  in the
consolidated   statement  of  operations  amounted  to  $166,666  and  $262,089,
respectively.  The Company  assessed  potential  future  impairments of deferred
signing  bonuses  paid  to  boxers,  which  resulted  in the  recognition  of an
impairment loss of $194,000 and $320,329 on its deferred signing bonuses for the
years ended December 31, 2003 and December 3, 2004, respectively.

During the year ended  December 31, 2003,  the Company  agreed to issue  959,630
shares of the  Company's  common  stock in  connection  with the  conversion  of
$855,500  of the  Company's  debt plus  accrued  interest  thereon,  pursuant to
convertible  one-year term  promissory  notes with 28 individuals  dated between
March 22,  2002 and June 5, 2002.  The  Company  recognized  financing  costs of
$346,510 for the year ended December 31, 2003 related to this convertible debt.

                                      F-40
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

From  January 27,  2003  through  March 18,  2003,  the Company  agreed to issue
287,047 shares of the Company's  common stock in connection with the issuance of
convertible debt. The fair value of the shares was an average of $0.44 per share
on the date of issuance or a total value of $127,505.  Finance  costs related to
the  issuance of these shares for the year ended  December 31, 2003  included in
the consolidated statement of operations amounted to $12,709.

On April 9, 2003, the Company borrowed $150,000 from a third party pursuant to a
promissory note. The note matured on May 3, 2003 and accrued interest at 10% per
annum. Additionally,  the Company agreed to issue 150,000 shares of common stock
in connection with the note. The fair value of the shares was $0.60 per share on
the date of issuance for a total value of $90,000.  Finance costs related to the
issuance of these shares for the year ended  December  31, 2003  included in the
consolidated statement of operations amounted to $90,000.

On April 25, 2003, the Company borrowed $20,000 from a third party pursuant to a
promissory  note. The note matured on December 24, 2003 and accrued  interest at
10% per annum. Additionally, the Company agreed to issue 20,000 shares of common
stock in  connection  with the note.  The fair value of the shares was $0.75 per
share on the  date of  issuance  for a total  value of  $15,000.  Finance  costs
related to the  issuance of these  shares for the year ended  December  31, 2003
included in the consolidated statement of operations amounted to $15,000.

On July 24, 2003, the Company  borrowed $25,000 from a third party pursuant to a
promissory  note.  The note matured on January 23, 2004 and accrued  interest at
6.5% per annum.  Additionally,  the  Company  agreed to issue  25,000  shares of
common stock in connection with the note. The fair value of the shares was $0.50
per share on the date of issuance  for a total value of $12,500.  Finance  costs
related to the  issuance of these  shares for the year ended  December  31, 2003
included in the consolidated statement of operations amounted to $12,500.

On September 9, 2003, the Company  agreed to issue an additional  250,000 shares
of the Company's common stock in connection with an agreement dated September 9,
2002 with an independent  consultant to provide  consulting  services on general
business  matters  over a term of two  years.  The fair  value of the shares was
$0.52 per share on the date that the shares were agreed to be issued for a total
value of  approximately  $130,000.  The Company has  recorded  the fair value of
these shares as deferred  consulting fees and is amortizing these deferred costs
over the life of the agreement. Amortization expense was $97,500 and $32,500 for
the years ended December 31, 2004 and 2003, respectively.

On July 24, 2003, the Company  borrowed $50,000 from a third party pursuant to a
promissory  note.  The note matured on January 23, 2004 and accrued  interest at
6.5% per annum.  Additionally,  the  Company  agreed to issue  50,000  shares of
common stock in connection with the note. The fair value of the shares was $0.50
per share on the date of issuance  for a total value of $25,000.  Finance  costs
related to the  issuance of these  shares for the year ended  December  31, 2003
included in the consolidated statement of operations amounted to $25,000.

On April 12, 2004, the Company entered into an exclusive  promotional  agreement
("EPA") with a boxer whereby the fighter granted the Company the exclusive right
to promote the fighter and arrange  professional boxing contests (bouts) for the
boxer. The Agreement has a term of two years;  however, it can be extended under
certain  circumstances.  In  consideration,  the boxer received a non-refundable
payment of $125,000.  The Company has also agreed to issue 250,000 shares of the
Company's  common  stock to the boxer.  Furthermore,  the  Company has agreed to
repurchase half of the boxer's shares, upon certain conditions, for an amount up
to $75,000 and  accordingly  has  established a $75,000 reserve in the event the
boxer does not liquidate  such shares.  The fair value of the stock to be issued
to the boxer was $212,500.  The total cost of $337,500 is being  amortized  over
the two year term of the EPA.  As a result  of our  Definitive  Proxy  Statement
voted on and  approved by the  shareholders  of the Company on December 6, 2004,
which increased the Company's  number of authorized  shares of common stock from
20,000,000 to 100,000,000  shares,  the Company issued the agreed upon shares of
common stock to the Boxer.

On June 30, 2004, the Company and other parties entered into a limited liability
agreement to form and become members of a Delaware  limited  liability  company,
PLEDGE THIS  HOLDINGS,  LLC ("Pledge,  LLC").  Pledge,  LLC was formed to obtain
necessary  financing,  produce and distribute a  feature-length  motion picture,
including  theatrical  and  non-theatrical  distribution,   over-air  and  cable
television broadcast, and DVD/video distribution.  In order to induce a group of
investors ("Secured Party") to invest in and make accommodations to Pledge, LLC,
and in partial  consideration of its 22.5% membership  interest in Pledge,  LLC,

                                      F-41
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


the Company entered into a Guarantee and Pledge Agreement  whereby it guaranteed
the repayment of the $1,000,000  investment of the Secured Party to Pledge, LLC.
As further  consideration,  the Company  entered into a Class A Common Stock and
Installment  Agreement on June 30, 2004 whereby it agreed to reserve for further
issuance to the Secured Party 1,000,000  shares of its Class A Common Stock, par
value $.01 per share,  immediately upon obtaining stockholder approval. The fair
value  of this  stock  as of June  30,  2004  was  $510,000,  which  amount  was
recognized  as  financing  costs during the year ended  December  31, 2004.  The
Company  also agreed to pay to the Secured  Party an amount  equal to 12% of the
Secured  Party's  total  investment  in  Pledge,  LLC per  annum,  payable  on a
quarterly  basis.  As a result of our Definitive  Proxy  Statement  voted on and
approved by the shareholders of the Company on December 6, 2004, which increased
the  Company's  number of authorized  shares of common stock from  20,000,000 to
100,000,000  shares,  the Company issued 1,000,000 shares of common stock to the
Secured Party.

On June 1, 2004 the Company entered into a six-month  consulting  agreement with
an individual to provide general consulting services to the Company. Pursuant to
the agreement  and in exchange for the various  services  provided,  the Company
agreed to issue to the  individual  10,000  restricted  shares of the  Company's
common stock every month, beginning with the effective date of the agreement and
continuing  until the expiration or  termination  of the agreement.  Such shares
contain  piggyback  registration  rights and will not be issued  until after the
Company obtains stockholder approval to increase the number of authorized shares
of the  Company's  common  stock.  In the event  that  stockholder  approval  to
increase  the number of  authorized  shares of the  Company is not  successfully
completed on or before  November 1, 2004, the agreement shall be deemed null and
void and the Company shall have no obligation to the individual hereunder. As of
November 15, 2004, the agreement was extended for an additional six-month period
under the same terms and  conditions,  except for the  removal of the  provision
that renders the agreement null and void if stockholder approval to increase the
number of authorized  shares of the Company is not successfully  completed.  The
Company  recognized  $20,100  as  compensatory  element  of  stock  and  warrant
issuances included in selling, general and administrative  expenses,  related to
this transaction, for the year ended December 31, 2004.

On October 31, 2004,  the Company and a consultant  executed a letter  agreement
amending certain sections of the original  agreement  whereby the Company agreed
to issue to the  Consultant  $10,000  worth of  shares  of  common  stock of the
Company  at a price  equal to the  average  closing  bid price of the  Company's
common stock for the five day trading period  immediately  preceding the date of
issuance.  Additionally  the Company  agreed to extend the life of the agreement
until December 31, 2004. The Company further agreed to delete the language,  "In
the event that stockholder  approval to increase the number of authorized shares
of the Company is not successfully  completed on or before November 1, 2004, the
agreement shall be deemed null and void and the Company shall have no obligation
to the  individual  hereunder." As a result of our  Definitive  Proxy  Statement
voted on and  approved by the  shareholders  of the Company on December 6, 2004,
which increased the Company's  number of authorized  shares of common stock from
20,000,000 to  100,000,000  shares,  the Company issued 175,000 shares of common
stock to the Consultant.  The shares were  registered  under Form S-8 filed with
the Securities and Exchange Commission on January 18, 2005.

In May, 2004, the Company issued 632,020 shares,  as adjusted,  of the Company's
common stock in connection with the conversion of $240,000 principal convertible
debt plus accrued interest thereon of approximately $13,000 (See Note. 10).

In July,  2004,  the  Company  issued  4,478,129  shares,  as  adjusted,  of the
Company's common stock in connection with the conversion of $1,591,500 principal
convertible debt plus accrued  interest  thereon of  approximately  $95,000 (See
Note. 10).

In December  2004,  the Company  issued 425,000 shares of common stock valued at
$273,500 to three  individuals.  Such shares  were issued in  connection  with a
dispute relating to services arising during the year ended December 31, 2003.

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

                                      F-42
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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.  Dividends  on the Series A  Convertible  Preferred
Stock were  accruable  since the  Company had not  amended  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 through
December  2004.  The Company  recorded  dividends  of $32,330 for the year ended
December 31, 2004 and had a dividend  arrearage of $114,946 at December 31, 2004
that has been included in accrued expenses on the consolidated balance sheet.

The Series A Convertible Preferred Stock is 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  Convertible  Preferred  Stock are
convertible. As a result of our Definitive Proxy Statement voted on and approved
by the  shareholders  of the Company on December 6, 2004,  which  increased  the
Company's  number of  authorized  shares  of common  stock  from  20,000,000  to
100,000,000 shares, the Company converted the remaining 117,500 shares of Series
A  Convertible  Preferred  Stock into  1,117,500  shares of common  stock of the
Company. As of December 31, 2004, there were no issued and outstanding shares of
Series A Convertible Preferred Stock.

Series B Convertible Preferred Stock

The Series B Convertible  Preferred  Stock, as amended,  is convertible  into 50
shares of the  Company's  common  stock 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 Series B Stock,  as amended,  carries an
aggregate liquidation preference value of $2,826,641.

On  February  19,  2004,  the Company  and its  President  agreed to convert the
Company's  outstanding  debt  to its  President  into  equity.  Pursuant  to the
agreement the aggregate  amount  outstanding  of $1,628,911  relating to various
personal  loans made by the  President to the Company  shall be  converted  into
65,156 shares of the Company's Series B Preferred Stock.  Immediately  following
stockholder  approval to increase the Company's  authorized  common  stock,  the
Series B Preferred  shall  automatically  convert into  3,257,800  shares of the
Company's common stock. The fair value of the common stock, upon conversion, was
$1.06  per  share on the date of the  agreement.  Accordingly,  the value of the
65,156 shares of Preferred B Stock is identical to the value of 3,257,800 shares
of the Company's common stock, which  approximated  $3,500,000.  Therefore,  the
Company   recognized   financing  costs,   related  to  this   transaction,   of
approximately $1,800,000 for the year ending December 31, 2004.

As a result of our  Definitive  Proxy  Statement  voted on and  approved  by the
shareholders  of the Company on December 6, 2004,  which increased the Company's
number of  authorized  shares of common  stock from  20,000,000  to  100,000,000
shares,  the  Company  converted  464,908  shares  of the  Series B  Convertible
Preferred  Stock into  23,245,391  shares of common stock of the Company.  As of
December  31,  2004,  there  were no issued and  outstanding  shares of Series B
Convertible Preferred Stock.


                                      F-43
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Series C Convertible Preferred Stock

As a result of our  Definitive  Proxy  Statement  voted on and  approved  by the
shareholders  of the Company on December 6, 2004,  which increased the Company's
number of  authorized  shares of common  stock from  20,000,000  to  100,000,000
shares,  the  Company  converted  27,922  shares  of the  Series  C  Convertible
Preferred  Stock into  2,792,210  share of common  stock of the  Company.  As of
December  31,  2004,  there  were no issued and  outstanding  shares of Series C
Convertible Preferred Stock. The Series C Stock carries an aggregate liquidation
preference value of $4,500,000.

Series D Preferred Stock

In  connection  with the  amendment of the Series B Stock of September 30, 2002,
which 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.

Series E Preferred Stock

During  October  2004,  the Company  began to offer up to $5,000,000 in Series E
Convertible  Preferred Stock for sale to accredited investors at a price of $360
per Share (the  "Offering") on a "best efforts"  basis.  In connection with this
offering,  the  Company's  Board of Directors  authorized  the issuance of up to
14,000 shares of a Series E Convertible  Redeemable  Preferred stock. Each share
of Series E Convertible  Redeemable  Preferred  Stock is convertible  into 1,000
shares of the  Company's  common  stock,  par value $.01 per  share,  subject to
adjustment upon specified events. The Series E Convertible  Redeemable Preferred
Stock carries an aggregate  liquidation  preference  value of $5,040,000.  As of
December  31,  2004,  the Company  sold an aggregate of 4,243 shares of Series E
Preferred Stock for gross proceeds of $1,527,533  with a liquidation  preference
of $1,527,480.

Treasury Stock

On April 16, 2004, the Company issued 15,500 shares of its Class A Common Stock,
held in treasury,  to a third party in exchange for legal  services  provided by
this  third  party to the  Company.  The fair  value of stock to be  issued  was
$11,315,  and such  amount  was  recognized  as  compensatory  element  of stock
issuance expense during the year ended December 31, 2004.

                                      F-44
<PAGE>

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Warrants

Warrant  activity  and  weighted  average  exercise  prices for the years  ended
December 31, 2004 and 2003 were as follows:
<TABLE>
<CAPTION>

                                                                                     Number of      Weighted Average
                                                                                      Warrants       Exercise Price
                                                                                 ---------------   -----------------
<S>                                                                                   <C>                  <C>
Outstanding, January, 1 2003                                                          5,921,486    $           0.76

Issued to an employee in connection with employment agreement                           500,000                0.55

Issued in connection with an agreement for professional services                        300,000                0.40

Issued in connection with convertible debt and notes payable                          1,312,500                0.18
                                                                                 ---------------   -----------------
Outstanding, December 31, 2003                                                        8,033,986                0.64
                                                                                 ---------------   -----------------
Issued in connection with convertible debt and notes payable                          1,289,127                0.50

Issued in connection with exclusive promotional agreement                               500,000                0.40
                                                                                 ---------------   -----------------
                                                                                      1,789,127                0.47
                                                                                 ---------------   -----------------

Outstanding, December 31, 2004                                                        9,823,113    $           0.61
                                                                                 ===============   =================
</TABLE>

From  January 15, 2003  through  March 18,  2003,  the  Company  issued  152,500
warrants at an exercise price of $0.50 per share in connection with the issuance
of  convertible  debt.  The  warrants,  which are  exercisable  over a five-year
period,  will expire at various  dates from  January 15, 2008 to March 17, 2008.
The fair value of the  warrants was  estimated at an average  price of $0.73 per
share on the date of issuance using the  Black-Scholes  pricing  model.  Finance
costs related to these warrants for the year ended December 31, 2003 included in
the consolidated statement of operations amounted to approximately $111,000.

On April 1, 2003,  500,000 warrants at an exercise price of $0.55 per share were
issued in connection with an employment  agreement with a former  employee.  The
warrants,  which are exercisable over a seven-year period,  will expire on March
31, 2010. The intrinsic value of the warrants was $0.05 per share on the date of
issuance.  At the time of grant,  the  individual was an employee of the Company
and, accordingly, the intrinsic value method was utilized. Compensation, related
to these  warrants  for the year ended  December  31,  2003 and  included in the
consolidated statement of operations, amounted to $25,000.

                                      F-45
<PAGE>

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

From May 28, 2003 through  October 6, 2003,  1,040,000  warrants  exercisable at
$0.10 per share were issued in connection with interest on several notes payable
to a single  investor.  The  warrants,  which are  exercisable  over a five-year
period,  will expire at various dates from May 27, 2008 to October 5, 2008.  The
fair value of the warrants was estimated at an average of $0.43 per share on the
date of issuance using the Black-Scholes pricing model. Finance costs related to
these warrants for the year ended December 31, 2003 included in the consolidated
statement of operations amounted to $444,000.

On September 5, 2003,  300,000  warrants at an exercise price of $0.40 per share
were issued to a third  party in  exchange  for  financial  consulting  services
provided by this third party to the Company during 2003. The warrants, which are
exercisable over a five-year period,  will expire on September 4, 2008. The fair
value of the  warrants  was $0.37 per warrant on the date of issuance  using the
Black-Scholes pricing model. Professional fees related to these warrants for the
year  ended  December  31,  2003  included  in  the  consolidated  statement  of
operations amounted to $111,000.

From  December 3, 2003 through  December 18, 2003,  the Company  issued  120,000
warrants at an exercise price of $0.50 per share in connection with the issuance
of  convertible  debt.  The  warrants,  which are  exercisable  over a five-year
period, will expire at various dates from December 2, 2008 to December 17, 2008.
The fair value of the warrants of $76,250 was  estimated at an average  price of
$0.31 per share on the date of issuance using the  Black-Scholes  pricing model.
Finance  costs  related to these  warrants for the year ended  December 31, 2003
included in the consolidated  statement of operations  amounted to approximately
$37,000.

From January 26, 2004 to April 12, 2004, the Company issued 795,750  warrants to
purchase  shares of common  stock in  connection  with the notes at an  exercise
price of $0.50 per share.  The warrants,  which are exercisable over a five year
period,  will expire at various  dates from  January 25, 2009 to April 11, 2009.
The fair value of the warrants was approximately $700,000 at an average price of
approximately  $0.90 per share on the date of issuance,  using the Black-Scholes
pricing model. Additionally, the Company agreed to pay sales commissions related
to  issuance  of these  notes and  warrants  in the amount of  $144,500  and the
Company agreed to issue to the sales agent 138,200 warrants at an exercise price
of $0.50 per share,  which are  exercisable  over a five year  period.  The fair
value of the warrants was  approximately $ at an average price of  approximately
$0. per share on the date of issuance,  using the  Black-Scholes  pricing  model
This sales  commissions and the fair value of the warrants were expensed in 2004
as financing costs.

In December 2004, the Company issued 196,010  additional  warrants in connection
with the December 2003 convertible debt of $240,000.  These warrants were issued
since the  original  notes  called  for  warrants  to be based on common  shares
converted.  The  fair  value  of the  warrants  was $.69  per  share  using  the
Black-Scholes  pricing  model.  Finance costs related to these  warrants for the
year  ended  December  31,  2004  included  in  the  consolidated  statement  of
operations amounted to $135,247.

On June 7,  2004,  the  Company  entered  into an EPA with a boxer  whereby  the
fighter  granted  the  Company  the  exclusive  right to promote the fighter and
arrange  professional  boxing bouts for the boxer. The Agreement continues until
June 6, 2007. In consideration, the fighter received a non-refundable payment of
$75,000,  which has been recorded as prepaid signing  bonuses,  plus warrants to
purchase  500,000  shares of common stock at exercise  prices of $.40 per share.
The  warrants are  exercisable  over a five-year  period.  The fair value of the
warrants  was  estimated  at an average  price of $0.41 per share on the date of
issuance,  using the Black-Scholes pricing model,  totaling $205,000,  which has
been recorded as deferred signing bonus.

The Company  issued 95,500  warrants at an exercise  price of $0.50 per share in
connection  with the  issuance  of  $191,000  principal  convertible  debt.  The

                                      F-46
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

warrants are exercisable over a five-year period. The fair value of the warrants
was  estimated  at an average  price of $0.41 per share on the date of issuance,
using  the  Black-Scholes  pricing  model.  Financing  costs,  related  to these
warrants for the year ended  December 31, 2004 and included in the  consolidated
statement of operations, amounted to $39,155.

Additionally,  the Company paid to a finder cash  compensation of $21,000.  This
fee was  reported  as  financing  costs for the year ended  December  31,  2004.
Furthermore,  the Company  agreed to issue the finder a warrant to purchase  one
share of common stock for every $3.00 of the gross proceeds raised by the finder
for a total of  63,667  warrants.  The  warrants  have a term of 5 years  and an
exercise price of $0.50 per share.  The warrants have an estimated fair value of
$28,650  which was reported as financing  costs for the year ended  December 31,
2004.

Stock Options

1996 Stock Option Plan

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.

1998 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 ten years after the date
of the grant (or five 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).

                                      F-47
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 stockholders 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 earliest
occurrence 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  earliest  occurrence  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
earliest  occurrence 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 stockholder
approval if such  approval  is  necessary  to comply with any tax or  regulatory
requirement applicable to the 1998 Plan.

2002 Stock Option Plan

On December 6, 2004,  the  shareholders  of the Company  approved the 2002 Stock
Option Plan (the "2002 Plan").  The 2002 Plan will be administered by either the
full Board of  Directors  or such  committee  of  Directors as the full Board of
Directors  may form in the future for such  purpose (in either  case,  the "Plan
Administrator").  If the Plan  Administrator  is constituted as a committee,  it
will be structured so as to allow for the issuance of Incentive  Options  within
the meaning of Section 422(b) of the Code,  although both Incentive  Options and
Nonqualified  Options  may  be  issued  pursuant  to the  2002  Plan.  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 2002 Plan provides that the total amount of common stock with respect
to which options may be granted shall not exceed 1,000,000 shares.

Although  Nonqualified  Options may be issued at any option price  determined by
the Plan  Administrator,  the option price for Incentive Options will be no less
than the fair market  value of the Common Stock on the date an option is granted

                                      F-48
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(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).  The fair market
value of Common Stock on July 25, 2002, as  determined  in  accordance  with the
2002 Plan, was  approximately  $1.00 per share. 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).

Plan 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.

At the discretion of the Plan Administrator, in the event of a Change of Control
of the Company,  as defined in the 2002 Plan (see  Appendix D), (i) Plan Options
may become  fully vested and  exercisable  in  accordance  with the terms of the
relevant option grant, (ii) the Company may cancel outstanding Plan Options upon
reasonable  notice to the optionees  (cancellation may also be effected on these
terms in connection with the liquidation of the Company) or (iii) if the Company
is not the  surviving  entity  in such  Change  of  Control,  arrange  with such
surviving entity for the assumption of each outstanding option granted under the
2002 Plan or the substitution of an equivalent option or right.

Subject to the  limitations  of the 2002 Plan,  the maximum  number of shares of
Common Stock  reserved for Plan Options and the number of shares of Common Stock
represented by a Plan Option shall be subject to adjustment or substitution,  as
determined by the Plan Administrator in its sole discretion, as to the number or
price of a share of stock subject to such options (A) in the event of changes in
the  outstanding  Common  Stock or in the  capital  structure  of the Company by
reason of stock or  extraordinary  cash dividends,  stock splits,  reverse stock
splits,    recapitalizations,    reorganizations,    mergers,    consolidations,
combinations,  exchanges, or other relevant changes in capitalization  occurring
after  the date of grant of any  option  or (B) in the  event of any  change  in
applicable laws or any change in circumstances  which results in or would result
in any  substantial  dilution  or  enlargement  of the  rights  granted  to,  or
available for,  persons  granted options under the 2002 Plan, or which otherwise
warrants equitable  adjustment because it interferes with the intended operation
of the 2002 Plan.

Unless otherwise  provided in any Option agreement,  the unexercised  portion of
any  Option  shall  generally  terminate  on the  earlier to occur of: (i) three
months after the termination of the optionee's employment with the Company (with
the  exception  of (a)  termination  "for  cause" (as  defined  therein),  (b) a
disability (as defined therein), or (c) death of the optionee); (ii) immediately
upon the  optionee's  termination  for cause or if the  optionee  shall file any
lawsuit or arbitration claim against the Company or any subsidiary; (iii) twelve
months  following the  termination of the  optionee's  employment by reason of a
disability;  and (iv) twelve  months  after the  termination  of the  optionee's
employment by reason of death or as otherwise provided therein.

Plan Options  generally may not be transferred other than by will or the laws of
descent and  distribution,  or, in the case of  Nonqualified  Options,  upon the
prior written  consent of the Plan  Administrator.  The delivery of Common Stock
pursuant to the exercise of an option  granted under the 2002 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 2002 Plan  provides that it will  terminate,  unless  earlier  terminated as
provided  therein,  on June 20, 2012. The 2002 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 stockholder approval if such
approval  is  necessary  to  comply  with  any  tax  or  regulatory  requirement
applicable to the 2002 Plan  (including as necessary to prevent the Company from
being  denied a tax  deduction  on account of  Section  162(m) of the Code).  In
addition, no such amendments or termination may impair the rights of an optionee
with respect to existing Plan Options without the consent of that optionee.

                                      F-49
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, 2003
and 2004 were as follows:
<TABLE>
<CAPTION>

                                                                                    Number of       Weighted Average
                                                                                     Options         Exercise Price
                                                                                ---------------   -----------------
<S>                                                                                    <C>                   <C>
Balance, January 1, 2003                                                               315,832               $1.13
Expired                                                                                 (7,166)              (0.23)
                                                                                ---------------   -----------------
Balance, December 31, 2003                                                             308,666               $1.13
                                                                                ===============   =================

Exercisable at December 31, 2003                                                       308,666               $1.13
                                                                                ===============   =================
Balance, January 1, 2004                                                               308,666               $1.13
Expired                                                                                 (9,666)              (2.36)
                                                                                ---------------   -----------------
Balance, December 31, 2004                                                             299,000               $1.09
                                                                                ===============   =================
</TABLE>


Options  outstanding  and exercisable by price range as of December 31, 2003 and
December 31, 2004, respectively, were as follows:
<TABLE>
<CAPTION>

                                             Number of          Weighted Average
                                          Outstanding and         Remaining             Weighted
    Range of                                Exercisable        Contractual Life          Average
    Exercise Price                           Options              in years            Exercise Price
   ---------------                       ------------------ ----------------------   ---------------
<S>  <C>     <C>                                    <C>              <C>                  <C>
     $0.23 - $0.38                                  75,000           4.3                  $0.31
             $0.72                                   6,666           0.1                  $0.72
     $1.07 - $1.43                                 224,000           3.7                  $1.35
             $6.00                                   3,000           0.9                  $6.00
                                         ------------------
    Balance, December 31, 2003                     308,666
                                         ==================

                                             Number of          Weighted Average
                                           Outstanding and        Remaining             Weighted
    Range of                                Exercisable        Contractual Life          Average
    Exercise Price                           Options              in years            Exercise Price
   ---------------                      ------------------- ----------------------   ---------------
     $0.23 - $0.38                                  75,000           3.3                  $0.32
     $1.07 - $1.43                                 224,000           2.7                  $1.35
                                         ------------------
    Balance, December 31, 2004                     299,000
                                         ==================
</TABLE>

Note 13. Income Taxes

At December 31,  2004,  the Company had net  operating  loss  carryforwards  for
Federal tax purposes of approximately $31,309,000, which are available to offset
future taxable income,  if any,  through 2024. Under Federal Tax Law IRC Section
382,  certain  significant  changes in ownership of the Company,  including  the
reverse merger transaction of 2002, may restrict the future utilization of these
tax loss carryforwards.

                                      F-50
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


At December  31,  2004,  the Company had a deferred  tax asset of  approximately
$10,645,000  representing  the benefit of its net operating loss  carryforwards.
The  Company  has not  recorded a tax  benefit  because  realization  of the tax
benefit is uncertain and therefore a valuation allowance has been fully provided
against the deferred tax asset.  The  difference  between the Federal  Statutory
Rate of 34% and the Company's  effective tax rate of 0% is due to an increase in
the valuation  allowance of approximately  $1,771,000 and $2,874,000 in 2004 and
2003, respectively.

Note 14. Commitments and Contingencies

Consulting Agreement

On January 6, 2004 the Company entered into a twelve-month  consulting agreement
with a company to provide  general  consulting  services  to the  Company.  This
contract was then amended by letter  agreement on January 30, 2004.  Pursuant to
the  agreement  as amended,  the  Company has agreed to issue to the  consultant
3,000,000  restricted  shares of the Company's  common stock in exchange for the
various  services  provided.  Such shares shall contain  piggyback  registration
rights  and shall not be issued  until  after the  Company  obtains  stockholder
approval to increase the number of  authorized  shares of the  Company's  common
stock.  Additionally the Company has agreed to issue to the consultant an option
to purchase 1,000,000 restricted shares of the Company's common stock on a fully
diluted basis; 500,000 of which will have an exercise price of $1.00 and 500,000
of which will have an exercise price of $2.00 per share.  The shares  underlying
the option shall contain piggyback  registration  rights and shall not be issued
until after the Company obtains  stockholder  approval to increase the number of
authorized shares of common stock of the Company.  In the event that stockholder
approval  to  increase  the number of  authorized  shares of the  Company is not
successfully completed on or before June 30, 2004, the agreement shall be deemed
null and void and the parties shall attempt to  renegotiate  the terms.  On June
30, 2004,  stockholder  approval to increase the number of authorized  shares of
the Company was not successfully  completed,  and the Company has recognized the
remaining  deferred  costs of  $1,027,000  as a  non-cash  expense in the second
quarter.   During  the  year  ended   December  31,  2004,  the  Company  ceased
negotiations with the consultant and deemed the agreement, pursuant to its terms
and  conditions,  to be null  and  void.  The  Company  further  deemed  that no
compensation was due the consultant in the form of cash, shares or options,  and
reversed all previously  recorded  transactions  associated with this agreement,
resulting in a credit of $2,055,000  which was reported as a separate line item,
reversal of  stock-based  compensation  due to expiration and  nullification  of
contract,  in the Company's  Statement of Operations for the year ended December
31, 2004.

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  commenced on January 1, 2003 and
continues  through  April 30, 2008.  The Company  issued  700,000  shares of its
common stock valued at $560,000 to the consultant  for services.  This stock has
piggyback registration rights. The value of these shares is being amortized over
the life of the agreement.



                                      F-51
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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  had 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  (See Note 12).  Additionally,  the
Company agreed to issue an additional 200,000 shares of common stock in April of
2003  (See  Note 12).  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.

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.

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 pari
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.

On February 28, 2005, the Company was served by the Tua Participants  wishing to
exercise  their right to sell their rights and interest under the Agreement as a
result of their failure to recoup their Investor  Amount on or prior to the date
of expiration as defined in the Tua  Participation  Agreements.  The Company and
the  Tua  Participants  are  currently  negotiating  an  extension  of  the  Tua
Participation Agreement.

                                      F-52
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Pledge This Holdings, LLC

On June 30, 2004, the Company and other parties entered into a limited liability
agreement to form and become members of a Delaware  limited  liability  company,
Pledge This  Holdings,  LLC ("Pledge,  LLC").  Pledge,  LLC was formed to obtain
necessary  financing,  produce and distribute a  feature-length  motion picture,
including  theatrical  and  non-theatrical  distribution,   over-air  and  cable
television broadcast, and DVD/video distribution.  In order to induce a group of
investors  ("Secured Party") to invest in and make accommodations to Pledge, LLC
and in partial  consideration of its 22.5% membership  interest in Pledge,  LLC,
the Company entered into a Guarantee and Pledge Agreement  whereby it guaranteed
the  repayment  to the  Secured  Party of any  portion  of the  Secured  Party's
$1,000,000  investment which has not been repaid by Pledge LLC on or before June
30, 2005.  In the event the Secured  Party has not been repaid on or before June
30, 2005,  the Secured  Party may take the  following  action until such time as
they have been repaid: (i) take control of the film property of Pledge, LLC; and
(ii) sieze the Company's 15% interest in Pledge, LLC. If this were to occur, our
revenues,  profits,  results  of  operations,  financial  condition  and  future
prospects would be materially and adversely affected.  As of April 13, 2005, the
$1,000,000 investment has not been repaid to the Secured Party.

As further  consideration,  the Company  entered into a Class A Common Stock and
Installment Agreement on June 30, 2004, whereby it agreed to reserve for further
issuance to the Secured Party 1,000,000  shares of its Class A Common Stock, par
value $.01 share per share, immediately upon obtaining stockholder approval. The
fair value of this stock as of June 30, 2004 was $510,000,  which was recognized
as financing costs for the year ended December 31, 2004. The Company also agreed
to pay the Secured Party an amount equal to 12% per annum on the Secured Party's
investment  of  $1,000,000  in Pledge,  LLC,  payable on a quarterly  basis.  At
December 31, 2004, the Company accrued $60,000 in unpaid interest.

The Company was further  obligated  under its limited  liability  agreement with
Pledge LLC to arrange or make a capital  contribution of $500,000 to Pledge, LLC
within 20 days upon receipt of written notice from the managers,  Messrs.  James
DiLorenzo and Juan Carlos Zapata,  should they determine that sufficient capital
is not otherwise  available for Pledge,  LLC to meet its cash flow  requirements
for production costs. This obligation has been satisfied.

Mr. DiLorenzo, a stockholder, officer and director of Cedric Kushner Promotions,
Inc.  originally  had a 7% membership  interest in Pledge,  LLC.,  but has since
relinquished  such interest.  Further,  an affiliate of Livingston  Investments,
LLC, a related  party of the Company,  has a 6%  membership  interest in Pledge,
LLC.

The possibility  exists that the Company's position as it pertains to Pledge LLC
may be  ultimately  diluted  as  subsequent  financing  is  brought in to assure
completion of the project.  As of the date hereof,  the Company was advised that
Pledge LLC has raised  approximately  an additional  $5,000,000,  resulting in a
dilution of the Company's membership interest to 15%.  Accordingly,  the Company
has accounted for this investment under the cost method.

Pauly Shore is Dead

On September 13, 2004, a subsidiary of the Company,  Ckrush Entertainment,  Inc.
("Entertainment")  and another  party  entered into an agreement  regarding  the
distribution of the motion pictured  entitled "Pauly Shore is Dead"  ("Picture")
whereby Entertainment guaranteed to spend a minimum of $250,000 and a maximum of
$260,000  on the  Picture  in  exchange  for  certain  rights,  including  a 25%
theatrical  distribution fee. Entertainment will retain 100% of ancillary income
streams from theatrical, television and international sales until it recoups its
investment,  after which, the domestic  theatrical proceeds will be split evenly
between  Entertainment  and the other  party,  with  Entertainment  retaining  a
minimum of 15% of these ancillary sales.

The Company has incurred costs totaling $109,957 in connection with distribution
rights.  These costs are being amortized over two years and are being carried as
part of intangible assets.  Amortization was $13,745 for the year ended December
31, 2004.

Lease Obligations

On April 4, 2003,  the Company  entered into a lease  agreement  for its current
office  facilities in New York City. The lease,  which  commenced on February 1,
2003 and continues until January 31, 2008, was modified on April 10, 2004.

                                      F-53
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The minimum  annual lease payments  required under the modified lease  agreement
are as follows:

  Year Ending December 31,                       Annual Rent
                                             -----------------
                2005                         $         75,000
                2006                                   77,000
                2007                                   79,000
                2008                                    7,000
                                             -----------------
                                             $        238,000
                                             =================

Indemnification of Directors and Executive Officers

On July 22, 2004, our board of directors approved certain  resolutions  pursuant
to  which,  to the  fullest  extent  permitted  under  the laws of the  State of
Delaware,  our directors or officers shall not be personally liable to us or our
shareholders  for damages for breach of such  director's or officer's  fiduciary
duty and we shall  indemnify  any such  officer  or  director  against  any such
liability, including reasonable attorney's fees and costs of litigation.

Other

Two of the Company's subsidiaries,  Cedric Kushner Promotions,  Ltd. ("CKP") and
Cedric Kushner Sports Network  ("CKSN"),  were dissolved by proclamation on June
25, 2003 by the State of New York,  Division of Corporations.  The Company is in
the process of reinstating CKP; however, CKSN will not be reinstated.  There can
be no assurances that the contracts  entered into by CKP are  enforceable  until
CKP has been reinstated.  Accordingly,  CKP's business is performed  through its
sister subsidiaries or parent until CKP is reinstated in the State of New York.

Note 15. Litigation

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  was to have been  effective  for the period from May 13, 2002 through
May 12, 2005. As  compensation  for 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 on which that agreement was entered into.  Deferred consulting
fees were to have been  amortized  over the  three-year  life of the  agreement.
Amortization  expense  related to this  agreement from inception to December 31,
2003 amounted to $1,186,802,  and has been included in  compensatory  element of
stock  issuances  for  selling,  general  and  administrative  expenses  in  the
accompanying  condensed 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.

As of December 31, 2002, the Company's management believed that it was premature
to fully assess the  likelihood of success in defending the claims  asserted.  A
preliminary  determination  then  showed a  substantial  factual  basis  for the
Company's  termination  of the  agreement.  However,  the  Company was unable to
predict the outcome of the dispute and,  accordingly,  no further adjustment was
made as of December 31, 2002 to the condensed  consolidated financial statements
relating to this agreement.

                                      F-54
<PAGE>

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On June 11, 2004, the Company  completed  execution of a final settlement of our
dispute  with the  Consultants  pursuant  to which  we have  agreed  to issue to
Consultants  2,500,000  shares of the Company's  common stock.  The terms of the
settlement agreement provide that the Company shall distribute our pending proxy
statement to our  stockholders for a vote within 60 days after the completion of
the review of such document by the Securities and Exchange Commission,  and that
such  shares  shall only be paid to the  Consultants  after the  approval by our
stockholders of an increase in the number of authorized shares of the Company to
100  million  shares.  In the event that the shares  are not  transferred  on or
before September 1, 2004, then the settlement agreement shall be voidable by the
Consultants on 30 days written  notice,  whereupon the parties shall  thereafter
continue the  presently  pending  arbitration.  As a result of this  settlement,
since services were no longer being performed, the Company recognized a non-cash
expense  of  $1,375,699  as  litigation  settlement  expense  for the year ended
December  31,  2003.  However,  if the  Company  is unable  to issue the  shares
pursuant to the  settlement  agreement  then there could be a material,  adverse
effect on our revenues, profits, results of operations,  financial condition and
future  prospects  of the  Company.  As of the filing date of this  report,  the
Company  has not  obtained  stockholders'  approval  to  increase  its number of
authorized  shares;  nor has it  received  notice  from the  Consultants.  As of
November 15, 2004,  the parties have agreed in principle to extend the agreement
to December 1, 2004.

As a result of our  Definitive  Proxy  Statement  voted on and  approved  by the
shareholders  of the Company on December 6, 2004,  which increased the Company's
number of  authorized  shares of common  stock from  20,000,000  to  100,000,000
shares,  the Company was able to issue and transfer the Settlement shares to the
Consultants in full and final settlement of all outstanding  claims. The Company
has no  further  obligation  under  the terms  and  conditions  set forth in the
Settlement Agreement.


Golden Gloves (PTY) Limited

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 had 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. The Company has not made any payments pursuant to the settlement
agreement and,  therefore,  is in default of the  agreement.  As of December 31,
2004 the Company remains in default of the settlement agreement.

Zomba Recording Corporation

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, 2004, the unpaid balance owed to Zomba by CKP was approximately $267,000 and
is reported as current notes payable.

                                      F-55
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

J.P. Morgan Chase & Company

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 was  payable  in 36  monthly  principal  payments  of  $5,549,  plus 6%
interest per annum. The note was 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.

On January 13,  2004,  a judgment  in the amount of $95,145 was entered  into in
favor of the bank against the Company and its President in  connection  with the
default  of the note  outstanding.  On May 5,  2004,  the  Company  and the bank
reached  a  forbearance   agreement  whereby  the  Company  would  pay  out  the
outstanding  principal amount,  plus interest,  in 60 monthly payments of $1,752
each, in exchange for forbearance on any additional  efforts to collect upon the
unsatisfied  portion of the judgment  balance with interest at 4% per annum. The
balance on this  obligation at December 31, 2004  amounted to $79,490,  which is
categorized  as  accrued  litigation  and  judgments  payable  in the  Company's
consolidated  financial  statements.  The Company is currently in default of the
terms set forth in the forbearance agreement.

Securities & Exchange Commission

On March 24, 2004,  the United States  Securities and Exchange  Commission  (the
"SEC") brought a civil action against Cedric Kushner  Promotions,  Inc.,  Cedric
Kushner,  James  DiLorenzo  and Steven Angel in federal  district  court for the
Southern  District  of New York (No.  04 CV 2324).  The action  alleges  several
violations  of the  Securities  Exchange  Act of  1934  and the  Public  Company
Accounting Reform and Investors Protection Act of 2002 including:  Section 10(b)
of the Securities Exchange Act of 1934,  Exchange Rule 10b-5,  Section 302(a) of
the Public Company  Accounting  Reform and Investors  Protection Act of 2002 and
Exchange Act Rule 13a-14  thereunder.  The SEC further alleges that the officers
and  directors  aided and abetted the  Company's  violation  of the Exchange Act
Sections 13(a),  13(b) (2) (A), 13 (b) (2) (B) and Exchange Act Rules 12b-20 and
13a-1  thereunder of the Rules and Regulations  described above and alleges that
the  Company's  Form  10-KSB for the fiscal year ended  December  31,  2002,  as
originally filed, contained material  misstatements and omissions.  The remedies
sought by the SEC include, but are not limited to:


     o    Monetary fines levied upon the Company and its officers and directors;
     o    Permanently barring Messrs. Kushner,  DiLorenzo and Angel from serving
          as officers or directors of the Company and any other publicly  traded
          corporation; and
     o    Permanently  restraining  and enjoining the Company,  its officers and
          directors  from  violating  the  federal  securities  laws,  rules and
          regulations.

In a press release  dated March 26, 2004,  the Company,  its  officers,  and its
directors publicly announced they intend to vigorously defend themselves against
the  claims  made by the  SEC.  If,  however,  the SEC  were to  prevail  in its
litigation,  the Company's  business,  operations and financial condition may be
materially and adversely affected.  As of the date of this filing there has been
no material change to this matter.

                                      F-56
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


National Sports Partners

On May 29,  2003,  National  Sports  Partners,  a New York  general  partnership
("NSP") and owner of Fox Sports Net Broadcast  Service ("FOX"),  commenced legal
action in the Supreme Court of the State of  California,  County of Los Angeles,
against the Company.  NSP alleged that Company  breached an agreement to pay for
advertising time pursuant to an agreement,  failed to pay for certain production
fees and costs for  producing  and airing boxing events on Fox, and is suing the
Company for approximately $239,200,  plus interest,  costs and attorney fees. As
of  September  30,  2004,  the Company had accrued  approximately  $239,000 as a
potential liability to NSP.

On or about  August  31,  2004,  the  Company  reached a letter  agreement  with
National Sports Partners, wherein National Sports Partners has agreed to forbear
any further action against the Company in exchange for full payment over time as
stipulated  in the  agreement  of  the  judgment  amount  outstanding  equal  to
$239,486,  plus any deferred  interest.  As of December 31, 2004 the Company has
paid $45,000 against the judgment amount.  However,  the Company is currently in
default of the letter agreement.

Buster Mathis, Jr.

In December  2001,  Buster  Mathis,  Jr.  ("Mathis"),  a boxer,  filed an action
against the Company, CKP, CKB and the Company's President,  individually, 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 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 2002 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 continues 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 had the option to satisfy  $275,000 of the
settlement amount by issuing  unrestricted  shares of the Company's common stock
to 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. On July 7, 2003, the Company paid an additional $122,500 pursuant to the
Mathis SA.

If Mathis elects to sell the Mathis Shares,  the Company has agreed to guarantee
that the proceeds from the sale of these Mathis Shares equal 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 East Hampton
residence  owned by the Company's  President.  On September 15, 2003 the Company
defaulted on Mathis SA because the required shares were not issued and delivered
to  Mathis as  required  by the April  18,  2003  Mathis  SA. As a result of the
breach,  Mathis was given the ability to enforce the judgment amount against the
Company and its President.

                                      F-57
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


On February 18, 2004 the Company paid Mathis an additional  fee of $75,000 in an
effort to forego any further action that Mathis was going to take either against
the Company or Kushner  individually.  On March 24, 2004, the Company and Mathis
entered into an amicable  settlement  arrangement  whereby  Mathis has agreed to
release  the  Company,   Cedric  Kushner   Promotions,   Ltd.,   Cedric  Kushner
Productions,  Ltd., and Cedric Kushner  Boxing,  Inc. from all  liabilities  and
obligations  including  but not limited to those  obligations  arising  from the
Mathis  SA,  entered  into  effective  as of April 18,  2003,  and the  judgment
obtained by Mathis in regards to 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. In exchange  for such  release the Company has hired  Mathis in a consulting
capacity for a term of three  years.  Mathis will assist the Company as a talent
scout in its  endeavors  to search for young  amateur  boxers with  professional
potential. In addition,  Mathis has agreed to attend occasional meetings, events
or functions on behalf of the Company,  and to advise,  and discuss new concepts
and  projects in  development  by the  Company.  As  compensation  for  services
rendered, the Company has agreed to pay Mathis $363,000 in full by July 15, 2004
resulting  in the  Company  recognizing  an  additional  amount of  $105,756  in
settlement  expense in 2003.  Additionally,  the  Company  agreed that if Mathis
shall not have received the full compensation of $363,000 by July 15, 2004, then
the Company  shall pay Mathis  additional  compensation  of $3,500 per month for
each month that the sum of $363,000  (exclusive of the additional  compensation)
has not been paid. At the sole option of the Company,  in lieu of payments,  the
Company may tender Mathis freely  tradable shares of common stock of the Company
registered  pursuant  to a Form S-8 that the Company  intends to file,  although
there is no assurance  that this will occur.  At its sole and exclusive  option,
the Company may elect to  accelerate  the  payment  schedule.  As of December 6,
2004, the Company has an outstanding  balance of $293,000 due Mathis,  inclusive
of fees for  additional  compensation  of $3,500 per month  commencing  July 15,
2004. As a result of our Definitive Proxy Statement voted on and approved by the
shareholders  of the Company on December 6, 2004,  which increased the Company's
number of  authorized  shares of common  stock from  20,000,000  to  100,000,000
shares,  the Company issued 732,500 shares of common stock as consideration  for
the  outstanding  balance due. The shares were registered on form S-8 filed with
the Securities and Exchange Commission on January 18, 2005.

Shane Mosley

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. 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.  On July 16, 2003, a restraining  order was placed in favor
of the boxer against the Company that prohibited the sale, transfer, assignment,
or interference  of the Company's  property at a certain  financial  institution
until the judgment is satisfied or vacated.

On May 6,  2004  the  Company  and  the  boxer  agreed  to a  settlement  of the
outstanding judgment.  Pursuant to the agreement,  the Company agreed to pay the
boxer $50,000 in exchange for  forbearance on any additional  efforts to collect
upon the  unsatisfied  portion of the judgment until August 1, 2004. The Company
agreed to use its best efforts to cause its  stockholders to increase the number
of authorized  common stock  outstanding  on or before August 1, 2004. The boxer
and the Company would then enter into a settlement agreement whereby the Company
would issue to the boxer  common stock of the Company  equal to the  outstanding
balance  of  $510,704  divided by the lesser of a 10%  discount  of the  average
closing  bid  price  for the 60 day  trading  period  prior  to the date of such
issuance, or a 10% discount of the price on the day of such issuance.

                                      F-58
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The parties  then  agreed to a fairness  hearing  whereby  the final  settlement
agreement  would be brought  before a court to determine  whether the settlement
was fair and reasonable and, finally,  issuing an exemption from registration of
the  settlement  shares.  If the  Company  was  unable to issue the stock to the
boxer,  exempt from  registration,  Mosley may seek to enforce  the  unsatisfied
balance of the judgment  against the Company and resume the  prosecution of this
action  against  the  Company.  However,  if the Company was unable to issue the
shares  pursuant  to the  settlement  agreement  then there could be a material,
adverse  effect on our  revenues,  profits,  results  of  operations,  financial
condition  and future  prospects  of the  Company.  Currently  the Company is in
default of the May 6, 2004 forbearance  agreement.  As of December 31, 2004, the
Company  had  recorded  as  current  notes  payable  $435,359  as the  remaining
liability to the boxer.

Dewayne Layfield

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 was
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,  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 September 1, 2003, the Company issued a promissory note for the Fixed
Amount  with a third  party (the  "Noteholder")  whom had been  transferred  the
rights through a separate  agreement with APB. As of December 31, 2003, the note
was in  default.  The  balance on this note at  December  31,  2003  amounted to
$250,000.  On or about January 8, 2004,  APB commenced  arbitration  against the
Company in which it was alleged that the Company defaulted upon the terms of the
$250,000 note dated  September 1, 2003. On or about March 30, 2004,  this matter
was  settled  pursuant  to  which  Noteholder  and the  Company  entered  into a
Forbearance  Agreement  pursuant to which the outstanding  balance due under the
note was restructured  pursuant to a payout  schedule.  The Noteholder was given
additional  security  interest in the Library,  as  collateral in the event of a
material  default,  for the  debt  and the  arbitration  was  dismissed  without
prejudice.  As of the December 31, 2004 the amount owed pursuant to the Note was
$175,000.  During March 2005, the Company  became in default of the  forbearance
agreement.  On or about  April 13,  2005,  the  Company  received  a Demand  for
Arbitration and attached  Statement of Claim served by Layfield.  Layfield seeks
damages for breach of the Forbearance Agreement in the amount of $166,000,  plus
any lawful accruing interest fees and expenses.

Others

On or about August 3, 2004 the Company was served a Petition to Recover  Damages
for Breach of Contract,  Temporary Restraining Order Preliminary Injunction, and
Permanent Injunction by a third party. This petition calls for damages regarding
loss of profits among other things,  as well as reimbursement for other expenses
in  connection  with a legal  dispute  between  a  fighter  currently  under  an
Exclusive  Promotional  Agreement with the Company and his former  manager.  The
Company believes its involvement in this lawsuit is without merit.

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,  claims by certain service providers,  and other
issues. At December 31, 2004, the Company accrued  $1,147,224,  inclusive of the
amounts  previously  discussed,  in  addition to  $702,234  classified  as notes
payable.

                                      F-59
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

There can be no  assurance  that any future  legal  proceedings  will not have a
material adverse affect on the Company.

Note 16.  Major Customers

Revenue from one customer  accounted for  approximately  31% and 43% of revenues
for the years ended December 31, 2004 and 2003, respectively.

Note 17.  Subsequent Events

From  January  1, 2005 to March  31,  2005,  the  Company  repaid  approximately
$311,500 to various third parties  pursuant to several  promissory notes or loan
agreements.

On January 10, 2005, the Company entered into a three year consulting  agreement
with a  consultant  to  provide  general  consulting  services  to the  Company.
Pursuant to the agreement,  the Company has issued to the  consultant  3,000,000
restricted  shares of the  Company's  common stock valued at  $1,530,000  (to be
amortized over the life of the  agreement) for various  services to be provided.
Such  shares  shall be and were  registered  with the  Securities  and  Exchange
Commission  on Form S-8  Registration  Statement  filed with the  Commission  on
January 18, 2005. Additionally the Company has agreed to issue to the Consultant
warrants to purchase  an  aggregate  of twelve  million  (12,000,000)  shares of
Common Stock ("Warrants"),  valued at approximately  $5,880,000 (to be amortized
over the life of the agreement and vesting terms),  at an initial exercise price
of $0.10 cents per share.  The Warrants  shall  provide for  cashless  exercise.
Notwithstanding any failure of the Consultant to perform any Services under this
Agreement or the termination of this Agreement by the Company or the Consultant,
with our without cause, the Warrants shall automatically vest and be immediately
exercisable  by the  Consultant  in three equal  installments  as  follows:  (i)
Warrants to purchase  four million  (4,000,000)  shares of Common Stock upon the
execution of this Agreement,  (ii) Warrants to purchase to purchase four million
(4,000,000)  shares of Common Stock on the first anniversary of the date of this
Agreement,  and (iii) Warrants to purchase to purchase four million  (4,000,000)
shares of Common Stock on the second anniversary of the date of this Agreement.

On January 12,  2005,  the  Company  formed two new  wholly-owned  subsidiaries,
Ckrush Sports, Inc. ("Sports") and Ckrush, Inc. ("Ckrush").  Both were organized
as Delaware  corporations.  Sports will focus primarily on the sports and boxing
sectors of the Company,  while Ckrush will serve as the ultimate holding Company
for the  various  Ckrush  subsidiaries  that have been set up as a result of the
Company's diversification strategy.

On January 23, 2005, the Company entered into a debt  settlement  agreement with
Yeend & Castaneda,  LLP ("Y&C"); whereby Y&C are owed approximately $120,000 for
past services provided the Company.  Y&C and the Company agreed to the following
terms:  the  Company  shall pay to Y&C  $37,500  payable  as per an agreed  upon
schedule,  the Company issued Y&C a warrant to purchase  245,000 share of common
stock of the Company at an  exercise  price of $.10.  Such  warrant is valued at
approximately  $118,000 and shall contain a cashless  exercise  provision  along
with  piggyback   registration   rights.   Additionally,   for  full  and  final
satisfaction of the indebtedness,  the Company shall issue to Y&C 145,000 shares
of  unregistered  and restricted  common stock of the Company.  Such shares have
been  valued at  approximately  $74,000  and  shall  also  have the  benefit  of
piggyback registration rights.

On February 9, 2005, the Company began to offer up to $3,000,000 in Common Stock
of the Company  for sale to  accredited  investors  at a price of $.36 per Share
(the  "Offering") on a "best efforts" basis. The offering will be open until May
5, 2005 unless terminated  earlier by the Company.  The shares offered will have
the benefit of "piggy-back"  registration rights. On March 23, 2005, the Company
revised the per share purchase price of the Shares from $0.36 per share to $0.25
per  share.  As of  March  31,  2005,  the  Company  received  subscriptions  of
approximately $250,000.

                                      F-60
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On February 10, 2005 the Company entered into an agreement with its largest debt
holders to retire and forgive indebtedness, terminate a consulting agreement and
terminate and release  liens on its boxing video  library.  The  agreement  with
Livingston Investments, LLC and Mackin Charitable Remainder Trust will eliminate
approximately $3,500,000 of debt and obligations of CKP, including approximately
$800,000 of future obligations. Livingston and Mackin shall receive, in addition
to cash  consideration,  an  aggregate  of 800,000  shares of common stock and a
warrant to purchase shares of Common Stock of the Company,  vesting with respect
to 1,500,000 shares of Common Stock annually over a 5 year period  commencing in
2006.  The  warrants  have an exercise  price of $.10 per share.  The shares and
warrants will be  unregistered  and the shares as well as the shares  underlying
the  warrants  shall have the benefit of  "piggy-back"  registration  rights and
other rights subject to vesting.  The parties shall also enter into an exclusive
licensing  agreement  regarding the licensing of certain electronic media rights
to boxing libraries owned by CKP outside of the United States. Additionally, the
Company  shall pay the  parties  as they  designate  $330,000  in three  monthly
installments commencing February. The parties have executed a binding term sheet
reflecting  their  agreements,  which will be  amplified  by the  execution  and
delivery of definitive  agreements  by the parties.  The Company and the holders
signed an extension until May 30, 2005.

On February 15, 2005,  the Company  entered into a conversion  agreement  with a
debt holder,  whereby the holder is currently owed in the aggregate  $275,000 by
the  Company on various  short term loans of which the Company is  currently  in
default.  The holder agreed to convert  $75,000 of his loan into Common Stock of
the  Company at a price of $.36 per share.  The holder  further  agreed to enter
into a new  6-month  note with the  Company for the  remainder  of the  $200,000
principal  amount  outstanding.  In exchange the Company  agreed to issue to the
holder  250,000  shares of the Company's  Common Stock as a penalty  payment for
being in default of the $275,000 loans.  The value of the 250,000 penalty shares
amounted to $142,500 and was charged to  operations as finance costs in the year
ended December 31, 2004.

Between  January 1, 2005 and February 7, 2005,  the Company sold an aggregate of
2,316 shares of Series E Preferred  Stock for gross  proceeds of $833,863 with a
liquidation preference of $833,863.

                                      F-61
<PAGE>
ITEM 8. CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
        FINANCIAL DISCLOSURE

None

ITEM 8A. CONTROLS AND PROCEDURES

Our management,  with the  participation of our principal  executive officer and
principal  financial officer,  has evaluated the effectiveness of our disclosure
controls and  procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the
Exchange Act) as of the end of the period covered by this report.  Based on such
evaluation, our principal executive officer and principal financial officer have
concluded,  as of the end of such  period,  that  our  disclosure  controls  and
procedures are effective in recording, processing, summarizing and reporting, on
a timely basis,  information  required to be disclosed by us in our reports that
we file or submit under the Exchange Act.

During the year ended  December 31, 2004,  there were no changes to our internal
control  over  financial  reporting  that  have  materially  affected,   or  are
reasonably  likely to materially  affect,  our internal  controls over financial
reporting.

ITEM 8B. OTHER INFORMATION

None.

                                    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               56               President & Chairman
James DiLorenzo              40               Secretary, Treasurer & Executive
                                              Vice President

Cedric  Kushner,  56, 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.

James  DiLorenzo,  40,  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.

The Company's  directors are elected at our annual meeting of  stockholders  and
each  director  holds office until his successor is elected and  qualified.  The
Company's  officers  are elected by the board of  directors  until an  officer's
successor has been duly appointed and qualified,  unless an officer sooner dies,
resigns  or  is  removed  by  the  board  of  directors.  There  are  no  family
relationships among any of the Company's directors and executive officers.

No circumstances are presently known that would render any director listed above
unavailable,  except that,  as disclosed in the Legal  Proceedings  section,  on
March 24, 2004, the United States Securities and Exchange  Commission  brought a
civil action against Cedric Kushner  Promotions,  Inc.,  Cedric  Kushner,  James
DiLorenzo  and  another  former  director,  in  federal  district  court for the
Southern  District of New York (No. 04 CV 2324) for  alleged  violations  of the
Securities  Exchange Act of 1934 and the Public  Company  Accounting  Reform and
Investors  Protection Act of 2002. The remedies  sought by the SEC include,  but
are not limited to:

     o    Monetary fines levied upon the Company and its officers and directors;
     o    Permanently  barring  Messrs.  Kushner,   DiLorenzo  from  serving  as
          officers or  directors  of the Company and any other  publicly  traded
          corporation; and
     o    Permanently  restraining  and enjoining the Company,  its officers and
          directors  from  violating  the  federal  securities  laws,  rules and
          regulations.

                                       34
<PAGE>
Any  unfavorable  outcome to this  litigation  could  include one or more of the
remedies   described  above,   which  could  result  in  the  director  becoming
unavailable.

Indemnification of Directors and Executive Officers

On July 22, 2004, our board of directors approved certain  resolutions  pursuant
to  which,  to the  fullest  extent  permitted  under  the laws of the  State of
Delaware,  our directors or officers shall not be personally liable to us or our
shareholders  for damages for breach of such  director's or officer's  fiduciary
duty and we shall  indemnify  any such  officer  or  director  against  any such
liability,  including  reasonable  attorney's fees and costs of litigation.  The
effect  of  this is to  eliminate  our  rights  and  our  shareholders  (through
shareholders'  derivative  suits on behalf of our  company)  to recover  damages
against a director  or officer  for  breach of the  fiduciary  duty of care as a
director or officer  (including  breaches  resulting  from  negligent or grossly
negligent  behavior),  except under certain  situations  defined by statute.  We
believe that the indemnification  provisions are necessary to attract and retain
qualified persons as directors and officers.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to directors,  officers or persons controlling us pursuant
to the  foregoing  provisions,  or  otherwise,  we have been advised that in the
opinion of the  Securities  and Exchange  Commission,  such  indemnification  is
against  public  policy  as  expressed  in the  Securities  Act of 1933  and is,
therefore, unenforceable.

Committees of the Board of Directors

The  Company  currently  does not have any  formed  committees  of its  Board of
Directors,  including  an audit  committee  financial  expert;  as such  term is
defined in Item 401 of Regulation S-B. The Company has been unable to identify a
suitable nominee to serve as an audit committee financial expert.

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.  The Code of Ethics  was filed as an  exhibit to the
Company's Form 10-KSB on June 25, 2004.  Upon request,  the Company will provide
to any  person  without  charge a copy of the Code of Ethics.  Any such  request
should be directed to: Attn: James DiLorenzo,  Cedric Kushner Promotions,  Inc.,
1414 Avenue of Americas, Suite 406, New York, New York 10019.

Section 16(a) Beneficial Ownership Reporting Compliance

Based on the  Company's  review  of copies of all  disclosure  reports  filed by
directors, executive officers or beneficial owners of more than 10% of any class
of equity  securities of the Company pursuant to Section 16(a) of the Securities
Exchange Act of 1934, as amended, the following directors and executive officers
of the Company  failed to timely file reports based solely upon a review of Form
3, Form 4 and Form 5 filings  during the year ended  December 31, 2004,  certain
written  representations  and  shareholders  who,  to the best of the  Company's
knowledge, hold 10% or more of the Company's shares:

Cedric Kushner, the Company's President and Director,  and James Dilorenzo,  the
Company's  Vice  President and  Director,  failed to timely file Form 4's on one
occasion.

                                       35
<PAGE>
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
                                                                           ---------------------------    ----------------------
                                                                                           Securities
Name and                    Year      Salary      Bonus   Other Annual   Restricted Stock  Underlying     LTIP       All Others
Principal Position                                          Compensation       Awards      Options/SAR's  Payouts   Compensation
- --------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>        <C>        <C>           <C>          <C>            <C>           <C>         <C>
Cedric Kushner
  Chairman of the Board      2004        $      0    -           -              -             -              -          -
  & President                2003        $      0    -           -              -             -              -          -
                             2002        $127,000    -           -              -             -              -          -

Jim DiLorenzo                2004        $104,000    -           -              -             -              -          -
  Secretary, Treasurer       2003        $104,000    -           -              -             -              -          -
  & Executive Vice President 2002        $137,000    -           -              -             -              -          -

</TABLE>
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

There were no Stock Option Grants or Exercises in 2004.

Option/SAR Grants in Last Fiscal Year

During the last completed  fiscal year, ended December 31, 2004, 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.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Option Value

                                       36
<PAGE>
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.

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>

Name and Address of Beneficial Owner,                           Amount and Nature          Beneficial Ownership
as of December 31, 2004                                         Beneficial Ownership (1)   Percentage (1)
- --------------------------------------------------------------------------------------------------------------
<S>                                                              <C>         <C>                   <C>
Cedric Kushner                                                   20,600,537  (3)                   38.3%
     Cedric Kushner Promotions, Inc
     1414 Avenue of Americas, Suite 406
     New York, New York 10019

 James DiLorenzo                                                  3,616,540  (4)                    6.7%
     Cedric Kushner Promotions, Inc
     1414 Avenue of Americas, Suite 406
     New York, New York 10019

                                                                 ----------------         --------------
 All Directors and officers as a Group (3 persons)               24,217,077                          45%
                                                                 ----------------         --------------
 Other Shareholders
 Elliot Davis                                                     2,766,666  (2)                      5%
     c/o CSI
     7250 West Palmetto Park Road, Suite 106
     Boca Raton, Florida 33433-3439

 Livingston Investments, LLC                                      2,733,768  (5)                      5%
     322 East 50th Street
     New York, New York 10022
</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

                                       37
<PAGE>
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  1,375,000  shares of common  stock and warrants to purchase an
aggregate of 1,375,000 shares of common stock.

(3)  Consists of 339,789  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 for an aggregate of 37,250,198 votes.

(4)  Consists of 59,963  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 for an aggregate of 6,554,72 votes.

(5)  Consists of  2,233,768  shares of common  stock and warrants to purchase an
aggregate of 500,000 shares of common stock.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Notes Payable - Stockholders

In October,  2003, the Company  borrowed  $220,000 from a shareholder.  The note
bears interest at 18% per annum and is currently in default. The balance on this
note at December 31, 2004 amounted to $220,000.

On  February  19,  2004 the  Company  and its  President  agreed to convert  the
Company's  outstanding  debt  to its  President  into  equity.  Pursuant  to the
agreement the aggregate  amount  outstanding  of $1,628,911  relating to various
personal  loans made by the  President to the Company  shall be  converted  into
65,156  shares of the  Company's  Series B Preferred  Stock.  As a result of our
Definitive  Proxy  Statement  voted on and approved by the  shareholders  of the
Company on December 6, 2004,  which increased the Company's number of authorized
shares of common  stock from  20,000,000  to  100,000,000  shares,  the Series B
Preferred  automatically converted into 3,257,800 shares of the Company's Common
Stock. The fair value of the Common Stock, upon conversion,  was $1.06 per share
on the date of the  agreement.  Accordingly,  the value of the 65,156  shares of
Preferred B Stock is identical to the value of 3,257,800 shares of the Company's
Common Stock, which approximates  $3,500,000.  Therefore, the Company recognized
financing costs,  related to this transaction,  of approximately  $1,800,000 for
the year ending December 31, 2004.

The  Company  entered  into a  consulting  agreement  with one of the  Company'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.

In connection  with the above  referenced  consulting  agreement in the original
amount  $2,600,000  payable  in weekly  installments  of  $5,000  over ten years
without  interest.  The total remaining amount owing as of December 31, 2004 was
$2,056,754. In accordance with the guidance in paragraph 37(k) of SFAS 141, this
liability was recorded at present value of $1,417,957,  as of December 31, 2004,
utilizing  appropriate  current imputed interest rates.  The Company  determined
that an  appropriate  imputed  interest  rate was 15% per  annum.  The amount of
interest  imputed for the years ended  December 31, 2004 and 2003 were  $186,785
and $200,529,  respectively.  Our subsidiary,  Big Content,  has granted a first
priority  security  interest in certain  intellectual  media assets to this note
holder and certain of its affiliates as collateral  for our payment  obligations
under  various  agreements.  If we fail to perform our  obligations  under these
agreements,  the secured party may seize these assets.  In such event,  we would
lose our  rights to our  library  of boxing  films.  If this were to occur,  our
revenues,  profits,  results  of  operations,  financial  condition  and  future
prospects would be materially and adversely affected.

                                       38
<PAGE>

Scheduled maturities of notes payable - stockholders at December 31, 2004 are as
follows:

                   Year Ending December 31,
                           2005                            $           642,946
                           2006                                         91,000
                           2007                                        104,000
                           2008                                        117,000
                           2009                                        130,000
                        Thereafter                                     553,011
                                                           --------------------
               Total notes and loans payable                         1,637,957
                  Less: current portion                                642,946
                                                           --------------------
       Notes and loans payable, less current portion       $           995,011
                                                           ====================

Related Party Loans Receivable and Payable

On  February  19,  2004,  the Company  and its  President  agreed to convert the
Company's  outstanding  debt  to its  President  into  equity.  Pursuant  to the
agreement,  the aggregate amount  outstanding of $1,628,911  relating to various
personal  loans made by the  President to the Company  shall be  converted  into
65,156 shares of the Company's Series B Preferred Stock.  Immediately  following
stockholder  approval to increase the Company's  authorized  common  stock,  the
Series B Preferred  shall  automatically  convert into  3,257,800  shares of the
Company's common stock. The fair value of the common stock, upon conversion, was
$1.06  per  share on the date of the  agreement.  Accordingly,  the value of the
65,156 shares of Preferred B Stock is identical to the value of 3,257,800 shares
of the Company's common stock, which  approximated  $3,500,000.  Therefore,  the
Company   recognized   financing  costs,   related  to  this   transaction,   of
approximately $1,800,000 for the year ending December 31, 2004.

At December 31, 2004, the balance owed to the Company's  President was $117,173.
These amounts  advanced to the Company by the President are  unsecured,  have no
specific terms, conditions or maturities.

At December  31, 2004,  the balance owed to the  Company's  Vice  President  was
$122,128.  These  amounts  advanced  to the  Company by the Vice  President  are
unsecured, have no specific terms, conditions or maturities.

The  Company  has  an  unsecured  non-interest  bearing  receivable  due  from a
stockholder  and consultant.  At December 31, 2004, the balance  receivable from
this  consultant  was  $170,020.  Such  advances  were repaid in full during the
quarter ended March 31, 2005.

                                       39
<PAGE>
ITEM 13. EXHIBITS

Exhibit
Number     Description

2.1*    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.(2)
2.2*    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.(2)
2.3*    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. (2)
3.1*    Articles of Incorporation of the Registrant (1)
3.2*    Certificate of Amendment of Certificate of Designation,  Preferences and
        Rights of Series B Convertible Stock of Cedric Kushner Promotions, Inc.,
        dated February 19, 2004. (4)
3.3*    By-laws of Registrant (1)
3.4*    Certificate  of   Designation,   Preferences  and  Rights  of  Series  E
        Convertible  Preferred Stock of Cedric Kushner  Promotions,  Inc., dated
        October 25, 2004.(6)
3.5     Amendment to the By-Laws of Cedric Kushner Promotions, Inc.
3.6     Amendments  to  the  Certificate  of  Incorporation  of  Cedric  Kushner
        Promotions, Inc.
4.1*    Specimen common stock Certificate (1)
10.1*   1996 Incentive and Non-qualified Stock Option Plan (1)
10.2*   Form of  Incentive  Stock  Option  Agreement  under 1996  Incentive  and
        Non-qualified Stock Option Plan (1)
10.3*   Form of  Non-qualified  Stock Option  Agreement under 1996 Incentive and
        Non-qualified Stock Option Plan (1)
10.4*   1998 Incentive and Non-qualified Stock Option Plan (1)
10.5*   Form of  Incentive  Stock  Option  Agreement  under 1998  Incentive  and
        Non-qualified Stock Option Plan (1)
10.6*   Form of  Non-qualified  Stock Option  Agreement under 1998 Incentive and
        Non-qualified Stock Option Plan (1)
10.7*   Form of Non-qualified Stock Option Agreement for Outside Directors under
        1998 Incentive and Non-qualified Stock Option Plan (1)
10.8*   Consulting Agreement,  effective August 1, 2001, between the Company and
        Investor Relations Services, Inc. (2)
10.9*   Payment  Agreement,  effective  August 1, 2001,  between the Company and
        Summit Trading Limited. (2)
10.10*  Form of Note and Warrant Purchase  Agreement,  executed between December
        2001 and April 2002,  between the  Company and various  purchasers  in a
        private placement. (2)
10.11*  Form of Promissory Note,  executed between December 2001 and April 2002,
        between the Company and various purchasers in a private placement. (2)
10.12*  Form of Warrant to Purchase Common Stock, executed between December 2001
        and April 2002,  between the Company and various purchasers in a private
        placement. (2)
10.13*  Termination  Agreement  regarding the  Consulting  Agreement and Payment
        Agreement,   dated  January  30,  2002,between  the  Company,   Investor
        Relations Services, Inc., and Summit Trading Limited. (2)
10.14*  Form of Note and Warrant Purchase Agreement, executed between March 2002
        and April 2002,  between the Company and various purchasers in a private
        placement. (2)
10.15*  Form of Convertible  Promissory  Note,  executed  between March 2002 and
        April 2002,  between the  Company  and various  purchasers  in a private
        placement. (2)
10.16*  Form of Warrant to Purchase  Common Stock,  executed  between March 2002
        and April 2002,  between the Company and various purchasers in a private
        placement. (2)
10.17*  Form of Convertible  Promissory Note,  executed between January 2003 and
        March 2003,  between the  Company  and various  purchasers  in a private
        placement. (3)
10.18*  Form of Warrant to Purchase Common Stock,  executed between January 2003
        and March 2003,  between the Company and various purchasers in a private
        placement. (3)
10.19*  Form of Note and Warrant  Purchase  Agreement,  executed between January
        2003 and March 2003,  between the  Company and various  purchasers  in a
        private placement. (3)
10.20*  Form of Warrant to Purchase Common Stock,  executed May, 28 2003 between
        the Company and a purchaser in a private placement (3)
10.21*  Form of Note and  Warrant  Purchase  Agreement,  executed  May,  28 2003
        between the Company and a purchaser in a private  placement.  (3) 10.22*
        Form of Convertible  Promissory Note,  executed May, 28 2003 between the
        Company and a purchaser in a private placement. (3)

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<PAGE>
10.23*  Form of Promissory Note,  executed January 30, 2003, between the Company
        and a lender. (3)
10.24*  Form of Promissory  Note,  executed March 24, 2003,  between the Company
        and a lender. (3)
10.25*  Form of Promissory  Note,  executed March 27, 2003,  between the Company
        and a lender. (3)
10.26*    Form of Warrant to Purchase Common Stock, executed August 12, 2003
          between the Company and a purchaser in a private placement (3)
10.27*  Form of Convertible  Promissory  Note,  executed August 12, 2003 between
        the Company and a purchaser in a private placement (3)
10.28*  Form of Note and Warrant  Purchase  Agreement,  executed August 12, 2003
        between the Company and a purchaser in a private placement. (3)
10.29*  Form of Warrant to Purchase Common Stock between the Company and Yeend &
        Castaneda, dated September 5, 2003 (3)
10.30*  Consulting Agreement, effective January 6, 2004, between the Company and
        SOS Resource Services, Inc. (3)
10.31*  Amendment  to the  Consulting  Agreement  between  the  Company  and SOS
        Resource Services, Inc., dated January 30, 2004. (3) 10.32* Form of Note
        and Warrant  Purchase  Agreement,  executed  December 2003,  between the
        Company and various purchasers in a private placement. (3)
10.33*  Form of  Warrant to  Purchase  Common  Stock,  executed  December  2003,
        between the Company and various purchasers in a private placement. (3)
10.34*  Form of Convertible Promissory Note, executed December 2003, between the
        Company and various purchasers in a private placement. (3)
10.35*  Supplement to the Note and Warrant Purchase Agreement, executed December
        2003, between the Company and various purchasers in a private placement.
        (3)
10.36*  Consulting Agreement, effective January 1, 2004, between the Company and
        Bulldog Management, LLC. (3)
10.37*  Form of Warrant to Purchase Common Stock,  executed between January 2004
        and April 2004,  between the Company and various purchasers in a private
        placement. (3)
10.38*  Form of Note and Warrant  Purchase  Agreement,  executed between January
        2004 and April 2004,  between the  Company and various  purchasers  in a
        private placement. (3)
10.39*  Form of Convertible  Promissory Note,  executed between January 2004 and
        April 2004,  between the  Company  and various  purchasers  in a private
        placement. (3)
10.40*  Supplement,  dated  March 19,  2004,  to the Note and  Warrant  Purchase
        Agreement,  executed  between  January 2004 and April 2004,  between the
        Company and various purchasers in a private placement. (3)
10.41*  Supplement,  dated  March 29,  2004,  to the Note and  Warrant  Purchase
        Agreement,  executed  between  January 2004 and April 2004,  between the
        Company and various purchasers in a private placement. (3)
10.42*  Exchange  Agreement,  dated  February 19, 2004,  between the Company and
        Cedric Kushner. (3)
10.43*  Amended Exchange  Agreement,  dated May 7, 2004, between the Company and
        Cedric Kushner. (3)
10.44*  Consulting Agreement,  effective March 24, 2004, between the Company and
        Buster Mathis, Jr. (3)(7)
10.45*  Promissory  Note,  dated  September  1, 2003,  between  the  Company and
        Dewayne Layfield. (3)
10.46*  Consulting  Agreement,  effective June 1, 2004,  between the Company and
        Roy Roberts. (4)(7)
10.47*  Form of Note and Warrant Purchase Agreement,  executed between July 2004
        and August 2004, between the Company and various purchasers in a private
        placement. (4)
10.48*  Form of  Convertible  Promissory  Note,  executed  between July 2004 and
        August  2004,  between the Company and various  purchasers  in a private
        placement. (4)
10.49*  Form of Warrant to Purchase Common Stock, executed between July 2004 and
        August  2004,  between the Company and various  purchasers  in a private
        placement. (4)
10.50*  2002 Incentive and Non-qualified Stock Option Plan (5)
10.51*  Consulting  Agreement,  effective January 10, 2005,  between the Company
        and Philabelle Consulting, LLC. (7)
10.52*  Amendment to  Consulting  Agreement, dated October 31, 2004, between the
        Company and Roy Roberts. (7)
10.53*  Amendment to Consulting  Agreement,  dated October 31, 2004, between the
        Company and Roy Roberts. (7)
10.54*  Term Sheet for Modification of Loan and Consulting Arrangements dated as
        of February 10, 2005, by and among Livingston  Investments,  LLC, Mackin
        Charitable  Remainder Trust,  Cedric Kushner  Promotions,  Inc.,  Cedric
        Kushner Promotions, Ltd. and Cedric Kushner Boxing, Inc, (8)

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<PAGE>
10.55   Conversion Agreement, dated February 15, 2005, between the Company and a
        NoteHolder
10.56   Debt Settlement  Agreement,  dated January 23, 2005, between the Company
        and Yeend & Castaneda, LLP.
14.1*   Code of Ethics.
21.1    Subsidiaries of Registrant
31.1    Certification  by Chief  Executive  Officer  pursuant to  Sarbanes-Oxley
        Section 302.
31.2    Certification  by Chief  Financial  Officer  pursuant to  Sarbanes-Oxley
        Section 302.
32.1    Certification by Chief Executive  Officer pursuant to 18 U.S.C.  Section
        1350
32.2    Certification by Chief Financial  Officer pursuant to 18 U.S.C.  Section
        1350

                  * Previously filed.

        (1)  Incorporated  by reference to our Current Report on Form SB-2 filed
        with the Securities and Exchange Commission on Form July 7, 1998.
        (2)  Incorporated  by reference to our Current  Report on Form 8-K filed
        with the Securities and Exchange Commission on Form May 15, 2002.
        (3) Incorporated by reference to our Current Report on Form 10-KSB filed
        with the Securities and Exchange Commission on Form June 25, 2004.
        (4) Incorporated by reference to our Current Report on Form 10-QSB filed
        with the Securities and Exchange Commission on Form August 13, 2004.
       (5)  Incorporated by reference to our Information  Statement on Schedule
        14A-6 filed with the Securities and Exchange Commission on Form November
        12, 2004.
        (6)  Incorporated  by reference to our Current  Report on Form  10-QSB/A
        filed with the Securities  and Exchange  Commission on Form November 18,
        2004.
        (7) Incorporated by reference to our Registration  Statement on Form S-8
        filed with the  Securities  and Exchange  Commission on Form January 18,
        2005.
        (8)  Incorporated  by reference to our Current  Report on Form 8-K filed
        with the Securities and Exchange Commission on Form February 15, 2005.

Code of Ethics

The  Company  has adopted a Code of Ethics and  Business  Conduct for  Officers,
Directors  and  Employees  (Exhibit  14.1) that applies to all of the  officers,
directors and employees of the Company.

                                       42
<PAGE>
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

AUDIT FEES
The aggregate fees billed in 2004 and 2003 for professional services rendered by
the principal  accountant for the audit of our annual  financial  statements and
review of the financial  statements included in our Form 10-KSB or services that
are  normally  provided by the  accountant  in  connection  with  statutory  and
regulatory  filings or  engagements  for each of the fiscal years ended December
31, 2004 and 2003 were:

        $99,000 billed by Wolinetz, Lafazan & Company, P.C. for the audit of the
        Company's  annual  financial  statements  for 2004 and the review of its
        interm quarterly financial statements; and

        $93,000 billed by Wolinetz, Lafazan & Company, P.C. for the audit of the
        Company's  annual  financial  statements  for 2003 and the review of its
        interm quarterly financial statements.

AUDIT-RELATED FEES
The  Company  did not  incur any fees for  services  reasonably  related  to the
performance of the audit or review of the financial  statements outside of those
fees disclosed above under "Audit Fees" for fiscal years 2004 and 2003.

TAX FEES
Our principal  accountants did not render any services for tax  compliance,  tax
advice,  and tax planning work for the fiscal years ended  December 31, 2004 and
December 31, 2003.

ALL OTHER FEES
Our principal accountants did not render any other services for the fiscal years
ended December 31, 2004 and December 31, 2003.

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<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. & SUBSIDIARIES







Date: May 13, 2005                /s/ Cedric Kushner
                                    ------------------
                                    Cedric Kushner
                                    Chairman of the Board and
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)



Date: May 13, 2005                /s/ James DiLorenzo
                                    -------------------
                                    James DiLorenzo
                                    Executive Vice President and Treasurer
                                    (Principal Financial and Accounting Officer)


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