SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                                   (Mark One)

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2002

                                       OR
     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                         Commission File Number: 0-25563

                                 ZENASCENT, INC.


             (Exact name of registrant as specified in its charter)



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

  1 Montauk Highway, Southampton, NY                         11968
-----------------------------------------------    ----------------------
      (Address of principal executive offices)             (Zip Code)


       Registrant's telephone number, including area code: (631) 726-2700

Check whether the registrant has (1) filed all documents and 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
ninety days.

Yes No
[X] [ ]

As of November 19, 2002, 14,699,974 shares of Common Stock were issued and
outstanding.


<PAGE>


                                    CONTENTS


                                                                           PAGE
PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

Condensed Consolidated Balance Sheets as of September 30, 2002
     (Unaudited) and December 31, 2001                                         2

Condensed Consolidated Statements of Operations (Unaudited)
     for the Three and Nine Month Periods Ended
     September 30, 2002 and 2001                                               3

Condensed Consolidated Statements of Cash Flows (Unaudited)
     for the Nine Month Periods Ended September 30, 2002 and 2001              4

Notes to Unaudited Condensed Consolidated Financial Statements                 5

Item 2.  Management's Discussion and Analysis                                 12

Item 3. Controls and Procedures                                               14

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                    15

Item 2.  Changes in Securities and Use of Proceeds                            15

Item 5.  Other Information                                                    17

Item 6.  Exhibits and Reports on Form 8-K                                     19

Signatures                                                                    20


                                       1
<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                        ZENASCENT, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                                            September 30, 2002
                                                                (unaudited)        December 31, 2001
----------------------------------------------------------- -------------------   ------------------
ASSETS
CURRENT:
<S>                                                               <C>                 <C>
   Cash                                                           $            -       $      62,419
   Accounts receivable, net of allowance of $62,064
      and $21,387                                                        142,705             655,003
   Note receivable                                                             -             250,000
   Other current assets                                                  106,473             152,908
----------------------------------------------------------- -------------------   ------------------
        TOTAL CURRENT ASSETS                                             249,178           1,120,330
PROPERTY AND EQUIPMENT, AT COST, NET OF ACCUMULATED DEPRECIATION         258,043             211,750
PREPAID SIGNING BONUSES, NET OF ACCUMULATED AMORTIZATION                  92,300               2,500
PREPAID CONSULTING FEES                                                3,114,979                   -
ADVANCES TO RELATED PARTY                                                      -             698,782
PREPAID MERGER COSTS                                                           -             257,812
GOODWILL AND OTHER INTANGIBLES, NET                                    6,772,098              62,500
----------------------------------------------------------- -------------------   ------------------
                                                                  $   10,486,598         $ 2,353,674
----------------------------------------------------------- -------------------   ------------------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
   Accounts payable and accrued expenses                           $   5,155,834         $ 1,918,524
   Bank overdraft                                                         89,998                   -
   Line of credit                                                        250,770             248,270
   Loans payable                                                         831,500             436,500
   Due to stockholder                                                    405,197             187,679
   Convertible debt, net of unamortized discount of
      $526,523 and $522,657                                              328,968              72,343
   Current maturities of long-term debt                                  588,552             566,591
-----------------------------------------------------------  -------------------  ------------------
        TOTAL CURRENT LIABILITIES                                      7,650,819           3,429,907
LONG-TERM DEBT                                                         2,557,150             361,797
DEFERRED REVENUES                                                        234,800             445,333
----------------------------------------------------------- -------------------   ------------------
        TOTAL LIABILITIES                                             10,442,769           4,237,037
----------------------------------------------------------- -------------------   ------------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT):
   Preferred stock; $.01 par value, 4,865,000 shares
            authorized, none issued and outstanding                            -                   -
   Preferred stock; Series A convertible, $.01 par value,
            117,500 and zero shares authorized, issued and
            outstanding (liquidation preference of $352,512)               1,175                   -
   Preferred stock; Series B convertible, $.01 par value,
            399,752 and zero shares authorized, issued and
            outstanding (liquidation preference of $4,860,000)             3,998                   -
   Preferred stock; Series C convertible redeemable, $.01
            par value, 27,923 and zero shares authorized, issued
            and outstanding (liquidation preference of $4,500,000)           279                   -
   Common stock; Class A, $.01 par value, 15,000,000 and
            zero shares authorized, 14,525,974 and zero shares
            issued and outstanding                                       145,260                   -
   Common stock; Class B, $.01 par value, 5,000,000 shares
            authorized, none issued and outstanding                            -                   -
   Common stock; $.01 par value, zero and 1,000 shares
            authorized, issued and outstanding                                 -                  10
   Common stock to be issued                                             114,300                   -
   Treasury stock, 294,500 and zero Class A shares at cost              (251,848)                  -
   Additional paid-in capital                                         11,538,551           4,787,864
   Stock subscription receivable                                        (127,000)                  -
   Accumulated deficit                                               (11,380,886)         (6,671,237)
----------------------------------------------------------- -------------------    -----------------
        TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                              43,829          (1,883,363)
----------------------------------------------------------- -------------------    -----------------
                                                                  $   10,486,598         $ 2,353,674
----------------------------------------------------------- -------------------    -----------------
</TABLE>


          See accompanying notes to consolidated financial statements.


                                        2



<PAGE>


<TABLE>
<CAPTION>

                                                 ZENASCENT, INC. AND SUBSIDIARIES
                                               CONSOLIDATED STATEMENTS OF OPERATIONS
                                                            (UNAUDITED)

                                              Three months ended September 30,       Nine months ended September 30,
                                            -----------------------------------    -----------------------------------
                                                  2002              2001                 2002              2001
------------------------------------------- ----------------- ----------------- -- ----------------- -----------------
REVENUES:
<S>                                            <C>                 <C>                 <C>               <C>
   Revenues                                    $  1,865,229        $6,302,198          $13,577,091       $14,436,196
   Other                                              4,000             5,002               26,805             8,025
------------------------------------------- ----------------- ----------------- -- ----------------- -----------------
        TOTAL REVENUES                            1,869,229         6,307,200           13,603,896        14,444,221
------------------------------------------- ----------------- ----------------- -- ----------------- -----------------
EXPENSES:
   Cost of revenues (includes
      amortization of acquired media assets
      of $148,875, $-0-, $322,561, and $-0-,
      respectively)                               2,183,368         5,892,753           13,328,986        13,400,586
   General and administrative (includes employee
      And non-employee stock compensation of
      $534,737, $-0-, $686,865, and $-0-,
      respectively)                               1,717,209           373,787            3,071,311         1,015,724
   Amortization of signing bonus                      9,342            84,687               21,158           254,061
   Depreciation and amortization                     18,178             7,500               47,828            22,500
   Interest expense                                 646,992            36,786            1,764,119            83,271
   Other expense                                          -                 -               80,143                 -
------------------------------------------- ----------------- ----------------- -- ----------------- -----------------
        TOTAL EXPENSES                            4,575,089         6,395,513           18,313,545        14,776,142
------------------------------------------- ----------------- ----------------- -- ----------------- -----------------
NET LOSS                                       $ (2,705,860)     $    (88,313)        $ (4,709,649)    $    (331,921)
------------------------------------------- ----------------- ----------------- -- ----------------- -----------------
NET INCOME PER COMMON SHARE:
   Basic and diluted                                  $(.19)            $(.01)               $(.39)            $(.05)
------------------------------------------- ----------------- ----------------- -- ----------------- -----------------
WEIGHTED AVERAGE COMMON SHARES
   OUTSTANDING:
   Basic and diluted                             14,118,896         8,056,620           12,126,018         7,370,910
------------------------------------------- ----------------- ----------------- -- ----------------- -----------------
</TABLE>


          See accompanying notes to consolidated financial statements.


                                        3


<PAGE>

<TABLE>
<CAPTION>

                                                 ZENASCENT, INC. AND SUBSIDIARIES
                                               CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                            (UNAUDITED)

Nine months ended September 30,                                                            2002             2001
---------------------------------------------------------------------------------- ---------------- -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                    <C>                <C>
   Net loss                                                                            $(4,709,649)       $(331,921)
   Adjustments to reconcile net loss to net cash provided by operating
      activities:
        Depreciation and amortization                                                       68,986          244,054
        Amortization of film costs                                                         322,561                -
        Amortization of deferred finance costs                                              10,000                -
        Loss on disposals of fixed assets                                                   80,143                -
        Provision for losses on accounts receivable                                         40,677                -
        Convertible debt interest converted to common stock                                 41,517                -
        Non-employee stock compensation                                                    421,865                -
        Non-cash employee compensation                                                     265,000                -
        Non-cash financing costs                                                           183,223                -
        Amortization of debt discount                                                      890,625                -
        Imputed interest on notes payable                                                  155,127                -
        (Increase) decrease in operating assets:
           Accounts receivable                                                            471,621           145,657
           Miscellaneous receivables and other current assets                              407,650         (316,720)
        Increase (decrease) in operating liabilities:
           Accounts payable and accrued expenses                                         2,166,926         (220,918)
           Deferred revenues                                                              (210,533)         169,120
---------------------------------------------------------------------------------- ---------------- -----------------
        NET CASH PROVIDED BY OPERATING ACTIVITIES                                         605,739           131,108
---------------------------------------------------------------------------------- ---------------- -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                                      (19,731)         (31,286)
   Purchase acquisitions, net of cash acquired                                          (1,526,239)               -
   Expenditures for signing bonuses                                                       (110,958)        (227,000)
   Advances to related party                                                                     -         (380,267)
---------------------------------------------------------------------------------- ---------------- -----------------
        NET CASH USED IN INVESTING ACTIVITIES                                           (1,656,928)        (638,553)
---------------------------------------------------------------------------------- ---------------- -----------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Advances from stockholder                                                              217,518          204,711
   Repayments to stockholder                                                                     -                -
   Proceeds from line of credit                                                                  -           72,500
   Repayments on line of credit                                                                  -          (45,548)
   Proceeds from loans payable                                                           1,376,300          788,000
   Repayment of loans payable                                                             (981,300)        (456,000)
   Proceeds from convertible debt                                                          895,500                -
   Repayment of convertible debt                                                          (150,000)               -
   Repayment of long-term debt                                                            (459,246)        (225,000)
---------------------------------------------------------------------------------- ---------------- -----------------
        NET CASH PROVIDED BY FINANCING ACTIVITIES                                         898,772           338,663
---------------------------------------------------------------------------------- ---------------- -----------------
NET INCREASE (DECREASE) IN CASH                                                           (152,417)        (168,782)
CASH, BEGINNING OF PERIOD                                                                   62,419           (7,233)
---------------------------------------------------------------------------------- ---------------- -----------------
---------------------------------------------------------------------------------- ---------------- -----------------
CASH, END OF PERIOD                                                                   ($    89,998)       $(176,015)
---------------------------------------------------------------------------------- ---------------- -----------------
</TABLE>

          See accompanying notes to consolidated financial statements.


                                        4


<PAGE>


                        ZENASCENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION. The consolidated financial statements include the
accounts of Zenascent, Inc. and all of its wholly-owned subsidiaries
(collectively, the "Company").

In the opinion of the Company's management, the accompanying unaudited
consolidated financial statements contain all adjustments (consisting of only
normal recurring adjustments) necessary to present fairly the information set
forth therein. These consolidated financial statements are condensed and
therefore do not include all of the information and footnotes required by
accounting principles generally accepted in the United States for complete
financial statements. The consolidated financial statements should be read in
conjunction with the Company's consolidated financial statements and
supplementary data included in the Annual Report on Form 8-K/A as filed July 15,
2002 and on Form 8-K/A as filed July 16, 2002. The results of operations and
cash flows for the Nine months ended September 30, 2002 are not necessarily
indicative of the results to be expected for the fiscal year ending December 31,
2002 or any other period. Certain amounts from prior periods have been
reclassified to conform to the current period's presentation.

The consolidated financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Company has recurring losses
from operations and operating cash constraints that raise substantial doubt
about the Company's ability to continue as a going concern.

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

The total purchase price of approximately $6,930,000 consisted of approximately
$4,079,000 in the Company's common stock, representing approximately 30 shares,
$1,000,000 in cash in the form of a promissory note, cash advances through March
15, 2002 aggregating approximately $1,801,000 and direct transaction costs of
$80,000. There was no readily available market value for the Company's common
stock and thus a value of approximately $4,079,000 was ascribed as the estimated
fair value based on the fair value of the assets acquired.

The preliminary allocation of the purchase price of the assets acquired and
liabilities assumed based on the fair value of Big Content was as follows:

--------------------------------------------------------------------------------
Other tangible assets                                               $   229,533
Video library                                                         1,190,000
Heavyweight Explosion and ThunderBox trademarks                       2,450,000

Heavyweight Explosion and ThunderBox contractual customer
     relationships                                                    2,350,000

Goodwill                                                              1,138,660
Liabilities                                                            (428,193)
--------------------------------------------------------------------------------
                                                                     $6,930,000
--------------------------------------------------------------------------------

Amortizable intangible assets acquired have the following useful lives:
--------------------------------------------------------------------------------
Video library                                                           5 years

Heavyweight Explosion and ThunderBox contractual customer
     relationships                                                     10 years

Heavyweight Explosion and ThunderBox trademarks                        20 years
--------------------------------------------------------------------------------

Goodwill of approximately $1,139,000 represents the excess of the purchase price
over the fair value of the net tangible and intangible assets acquired, and is
deductible for tax purposes. In accordance with Statement of Financial
Accounting Standards ("SFAS") No. 142, goodwill is not amortized and will be
tested for impairment at least annually.

                                        5


<PAGE>


On April 30, 2002, a wholly-owned subsidiary ("Merger Sub") of the Company
merged with and into Cedric Kushner Boxing, Inc. ("CKB"). The Merger Sub ceased
to exist and CKB became a wholly-owned subsidiary of the Company. The CKB's
shareholders received 399,752 shares and 27,923 shares of Series B and Series C
convertible preferred stock of the Company, respectively, and a warrant to
purchase 1,000,000 shares of the Company's common stock. The warrant held by
Livingston and is exercisable immediately at an exercise price of $1.24 per
share and can be done so through a cashless exercise at the option of the
holder. On September 10, 2002, the Company executed an agreement to amend the
terms of the warrant agreement. The total number of shares under the original
agreement was reduced from 1,000,000 to 500,000 and the exercise price was
reduced from $1.24 per share to $.62 per share. The warrant expires on April 30,
2007. Additionally, the Company entered into a consulting agreement with one of
the CKB's shareholders whereby the shareholder will receive, at the minimum,
$5,000 per week for ten years. The consulting agreement also entitles the
shareholder 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 shareholder's
Series C convertible preferred stock at a share price equal to the liquidation
preference value per share. The Company, however, has the ability to terminate
the consulting agreement after covered payments, as defined in the agreement, of
$4,300,000 if made no later than March 25, 2005 or $5,300,000 if made no later
than March 25, 2012. As such, the Company recorded the consulting agreement
commitment as additional purchase consideration at a present value of
approximately $1,449,000.

The holders of the Series B convertible preferred stock, as amended October 16,
2002, are entitled to 50 votes per share of preferred stock. The holders of the
Series C Convertible Preferred stock are entitled to 100 votes per share of
preferred stock. The CKB's shareholders thus have voting control of the Company
and, therefore, the merger has been accounted for as a reverse merger.

The Series B convertible preferred stock, as amended, is convertible into
19,987,600 shares of the Company's common stock any time at the option of the
holders or automatically upon ratification by the Company's shareholders of an
increase in the amount of authorized shares. The stock has, as amended,
liquidation preference value of $2,430,000.

The Series C convertible redeemable preferred stock is convertible into
2,792,210 shares of the Company's common stock any time at the option of the
Company. The stock is redeemable at a value per share equal to the liquidation
preference value per share. The stock has a liquidation preference value of
$4,500,000.

The operations and management of the CKB will not change as a result of the
merger.

Costs related to effecting the merger, primarily professional fees, totaled
approximately $681,000. These costs have been included in the calculation of
total purchase price and have been reflected as stockholders' equity as a result
of the treatment of the transaction as a reverse merger and a recapitalization.

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

--------------------------------------------------------------------------------
Nine months ended September 30,                          2002            2001
--------------------------------------------- ----------------- ----------------
Net revenues                                          $13,634,481   $15,809,389
Net loss                                            (   5,558,441)   (1,084,945)
--------------------------------------------------------------------------------
Net loss per common share: Basic and diluted       $(       .46)   $(       .15)
--------------------------------------------------------------------------------

3. GOODWILL AND INTANGIBLE ASSETS. In June 2001, the Financial Accounting
Standards Board issued SFAS No. 141, "Business Combinations" and SFAS No. 142,
"Goodwill and Other Intangible Assets", effective for fiscal years beginning
after December 15, 2001. Under the new standards, goodwill and intangible assets
deemed to have indefinite lives are no longer amortized but are subject to
annual impairment tests in accordance with SFAS No. 142. Other intangible assets
continue to be amortized over their estimated useful lives.


                                        6


<PAGE>


The Company adopted the new standards beginning in the first quarter of fiscal
2002. Effective with the adoption of SFAS No. 142, goodwill, which is
substantially related to the media segment, is no longer amortized but is
instead subject to an annual impairment test. The Company has assessed the
estimated useful lives of its intangible assets, which primarily consist of a
video library, trademarks and contractual relationships with customers. The
Company completed the transitional goodwill impairment test in connection with
the adoption of SFAS No. 142 during the second quarter of fiscal 2002, and has
determined that there is no impairment as of the adoption date.

Other intangible assets as of September 30, 2002 and December 31, 2001 are as
follows:


<TABLE>
<CAPTION>

                                                         September 30, 2002              December 31, 2001
                                                 ---------------------------------    ----------------------
                                                 Estimated    Cost     Accumulated       Cost     Accumulated
                                                   life                Amortization               Amortization
------------------------------------------------ ---------- ---------  ------------    ---------- -----------
Other intangible assets subject to amortization:
<S>                                               <C>       <C>          <C>            <C>         <C>
   Acquired video library                         5 years   $1,190,000   ($128,917)     $      -    $     -
   Contractual customer relationships             10 years   2,350,000    (127,291)            -          -
       Other                                      1 year        20,000    ( 20,000)       20,000
   Acquired media trademarks                      20 years   2,450,000    ( 66,354)            -          -
------------------------------------------------ ---------- ---------- ------------    ----------  ----------
                                                            $6,010,000  $ (342,667)     $ 20,000    $     -
------------------------------------------------ ---------- ---------- ------------    ----------  ----------
</TABLE>

Amortization of other intangible assets for the Nine months ended September 30,
2002 and 2001 was approximately $322,667 and $-0-, respectively. The annual
amortization expense expected for the years 2002 through 2006 is $471,000,
$596,000, $596,000, and $596,000, respectively.

The changes in the carrying amount of goodwill for the Nine months ended
September 30, 2002 are as follows:

<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------
                                              Boxing          Media          Total
---------------------------------------- --------------- -------------- ---------------
<S>                                        <C>            <C>            <C>
Balances as of December 31, 2001            $         -    $     42,500   $    42,500
Adjustments to goodwill:
   Acquisition costs incurred during
      Nine months ended September 30, 2002,
      net of purchase price adjustments               -       1,062,265      1,062,265
---------------------------------------- --------------- -------------- ---------------
Balance as of September 30, 2002            $         -    $  1,104,765   $  1,104,765
---------------------------------------------------------------------------------------
</TABLE>


The acquisition costs incurred during the Nine months ended September 30, 2002
related to the acquisition of Big Content (see Note 2).

With the adoption of SFAS No. 142, the Company will not amortize goodwill. The
Company did not consummate the acquisition of Big Content until the first
quarter of fiscal 2002 and thus there was no goodwill to amortize prior to
January 1, 2002.

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


                                        7


<PAGE>


The Company's reportable segments are strategic business units that offer
different outputs. The following tables present information about the Company's
business segments:

                         Three months ended               Nine months ended
                     ---------------------------     ---------------------------
                     September 30, September 30,     September 30, September 30,
                         2002          2001              2002          2001
-------------------- ------------- -------------     ------------- -------------
Revenues:
   Boxing              $1,260,937    $6,302,198      $12,287,273     $14,436,196
   Media                  604,292             -        1,289,818              -
-------------------- ------------- -------------     ------------- -------------
      Total            $1,865,229    $6,302,198      $13,577,091     $14,436,196
-------------------- ------------- -------------     ------------- -------------

                         Three months ended               Nine months ended
                     ------------- -------------     ------------- -------------
                     September 30, September 30,     September 30, September 30,
                         2002          2001              2002          2001
-------------------- ------------- -------------     ------------- -------------
Operating loss:
   Boxing              $ (506,090)   $ (202,675)      $ (450,505)    $(200,146)
   Media                 (303,242)            -         (324,094)            -
-------------------- ------------- -------------     ------------- -------------
      Total            $ (809,332)   $ (202,675)       $ (774,599)    $(200,146)
-------------------- ------------- -------------     ------------- -------------



                                        September 30, 2002 September 30, 2001
--------------------------------------- ------------------ ------------------
Total assets:
   Boxing                                    $3,485,041          $1,317,907
   Media                                      7,001,557                   -
--------------------------------------- ------------------ ------------------
Total                                       $10,486,598          $1,317,907
--------------------------------------- ------------------ ------------------


A reconciliation of reportable segment amounts to the Company's consolidated
balances is as follows:

<TABLE>
<CAPTION>

                                         Three months ended                              Nine months ended
                               ----------------------------------------       ----------------------------------------
                                September 30, 2002   September 30, 2001       September 30, 2002   September 30, 2001
 ----------------------------- -------------------- -------------------       ------------------- --------------------
 Revenues:
<S>                                 <C>                  <C>                   <C>                   <C>
    Revenues for reportable
       segments                     $1,865,229           $6,302,198           $13,577,091           $14,436,196
    Other income                         4,000                5,002                26,805                 8,025
 ----------------------------- -------------------- -------------------       ------------------- --------------------
       Total                        $1,869,229           $6,307,200           $13,603,896           $14,444,221
 ----------------------------- -------------------- -------------------       ------------------- --------------------

                                         Three months ended                              Nine months ended
                               ----------------------------------------       ----------------------------------------
                                September 30, 2002   September 30, 2001       September 30, 2002   September 30, 2001
 ----------------------------- -------------------- -------------------       ------------------- --------------------

Operating loss to net loss:
   Operating loss for reportable
      segments                     $  (809,332)          $(202,675)            $  (774,599)          $(200,146)
   Non-employee stock compensation    (134,868)                  -                 (134,868)                 -
   Interest expense                   (646,992)            (22,185)             (1,764,119)            (46,485)
   Other income                          4,000               3,023                  26,805               5,028
 ----------------------------- -------------------- -------------------       ------------------- --------------------
Total                              $(2,705,860)          $(221,837)            $(4,709,649)          $(241,603)
 ----------------------------- -------------------- -------------------       ------------------- --------------------
</TABLE>


                                        8


<PAGE>


5. CONVERTIBLE DEBT. During 2001, the Company entered into note and warrant
agreements with various third parties for a combined total of $595,000 with
interest due on the outstanding principal amount at the rate of 10% per year,
compounded annually. Principal and accrued interest shall be due on or before
the earlier of either January 31, 2003 or an "event of default" as defined in
the notes. Upon the closing of the merger agreement between the Company and CKB,
with the exception of $150,000 that was repaid, all principal and interest due
on these notes was converted into shares of common stock, par value $.01 per
share, of the Company at a conversion price equal to $1.00 per share.

Additionally, on April 30, 2002 the Company issued 297,500 warrants to the debt
holders to purchase shares of the Company's common stock at an exercise price of
$.50 per share. The warrants expire on April 30, 2007.

Through September 30, 2002, the Company raised an additional $1,420,500 through
the issuance of note and warrant agreements similar to the above. The notes
shall be due on or before the earlier of either June 30, 2003 or an "event of
default" as defined in the notes. Upon the closing of any private placement, the
notes will automatically be converted into shares of common stock at a
conversion price equal to $1.00 per share. Except for $525,000 which has already
been converted, the remaining notes may also be converted at any time prior to
that at the option of the holder of the note at a conversion price equal to
$1.00 per share. The notes bear interest at 10% per annum, compounded annually.

Additionally, the Company issued 710,250 warrants to purchase shares of common
stock at an exercise price of $.50 per share. The warrants expire five years
from their issuance date.

On September 30, 2002, the Company agreed to issue approximately 109,000
warrants to three firms as commission for the above transactions. The warrants
have exercise prices of $1.00 and $1.29, vest immediately and expire five years
from their issuance date. As of September 30, 2002, the Company has recorded
approximately $42,000 as deferred financing charges and will amortize these
charges over the remaining life of the debt and $41,000 has been recorded as
additional financing charges as the debt to which the warrants relate have been
settled.

Due to the beneficial conversion feature, the Company has applied Emerging
Issues Task Force ("EITF") 00-27: Application of EITF No. 98-5, "Accounting for
Convertible Securities with Beneficial Conversion Features or Contingently
Adjustable Conversion Ratios," to certain convertible instruments. In accordance
with EITF 00-27, the Company evaluated the value of the beneficial conversion
feature and recorded this amount as a reduction to the carrying amount of the
convertible debt and an addition to paid-in capital. Additionally, the fair
value of the warrants was calculated and recorded as a further reduction to the
carrying amount and an addition to paid-in capital. The Company therefore
recorded a total debt discount of $2,010,000 for all the debt and warrants
issued per above and is amortizing the discount over the term of the debt. Upon
conversion of any portion of the debt, the Company amortizes immediately the
related unamortized discount. Amortization for the three and Nine months ended
September 30, 2002 was approximately $214,000 and $891,000, respectively, and
this amortization is recorded as interest expense.

6. LOANS PAYABLE. During the Nine months ended September 30, 2002, the Company
entered into various loan agreements with third parties. These agreements have
various terms and maturities. The combined principal balances outstanding as of
September 30, 2002 and December 31, 2001 were $831,500 and $436,500,
respectively.

7. STOCK COMPENSATION. On May 13, 2002, the Company entered into agreements with
Investor Relation Services, Inc. ("IRSI") and Summit Trading Limited (the
"Consultants") to provide investor and public relations services. The agreement
engages 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 may include several services as defined in the agreement. The
agreement is effective from May 13, 2002 through May 12, 2005. As compensation
for the services, the Company issued the Consultants 2,631,580 shares of common
stock of the Company. The consultants have agreed to not sell or transfer
1,315,790 of these shares until August 1, 2003. The shares were issued upon the
signing of the agreement.

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


                                        9


<PAGE>


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

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

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

<TABLE>
<CAPTION>

8. SUPPLEMENTAL CASH FLOW INFORMATION
---------------------------------------------------------------------------------------------------------------------------
Nine months ended September 30,                                                             2002                2001
------------------------------------------------------------------------------------ ------------------- -------------------
<S>                                                                                        <C>              <C>
 Cash paid during the period for:
   Interest                                                                                $  179,871       $ 22,905

Non-cash transactions relating to investing and financing activities:
   Discount on debt issued                                                                    894,500              -
   Conversion of debt to equity                                                             1,051,517              -
   Consulting agreement debt for  reverse merger                                            1,448,932              -
   Promissory note issued for purchase of Big Content                                       1,000,000              -
   Stock issued as compensation for consulting agreements                                   3,401,975              -
   Business acquisitions:
      Fair value of assets acquired, excluding cash                                         7,308,193              -
    Less liabilities assumed and created upon acquisition                                  (1,702,255)             -
      Common stock issued                                                                  (4,079,699)             -
                                                                                     --------------------- ---------------
            Net cash paid                                                                  (1,526,239)             -
--------------------------------------------------------------------------------------------------------------------------
</TABLE>

9. INVESTOR GROUP SETTLEMENT. In July 2002, the Company and an investor group
finalized a settlement related to Big Content. The Company and the investor
group agreed to create a limited liability company with the assets associated
with ThunderBox and for the investor group to acquire 17% of the limited
liability company. The agreement also entitles the investor group to receive 40%
of the initial $250,000 of distributions made (if any) by the Company. The
Company has an option to repurchase the 17% of the limited liability company
from the investor group for a price determined by the agreement.


                                       10


<PAGE>


The Company also agreed to issue 300,000 shares of the Company's common stock to
the investor group as additional settlement, comprised of an initial payment of
30,000 shares upon execution of the settlement agreement, plus 33,750 shares
over the next eight fiscal quarters starting September 30, 2002.

10. RELATED PARTY TRANSACTIONS. In August 2002, the President of the Company
executed a Mortgage Security Agreement for an apartment owned by him in favor of
a creditor of the Company. As of September 30, 2002, the Company owed this
creditor approximately $442,000. On October 25, 2002, the creditor declared the
Promissory Note in default. The creditor upon the receipt of a $75,000 payment
subsequently withdrew the default notice. Additionally, the President has
personally guaranteed the note.

On September 16, 2002, the Company agreed to issue a promissory note to the
President of our Company the principal sum of $253,000 (which outstanding amount
was advanced to the Company previously, non-interest bearing and due on demand).
The promissory note is payable on or prior to September 15, 2005 and accrues
interest at 7% per annum.

On September 30, 2002, the President of the Company transferred one of his
automobiles to a creditor as collateral for outstanding promissory notes payable
in the aggregate amount of $75,000.

In October 2002, the Company borrowed approximately $443,000 from the President
of the Company pursuant to a promissory note dated October 25, 2002. The
promissory note is payable on or prior to October 24, 2005 and accrues interest
at 7% per annum.

On October 22, 2002, the Company assigned to a creditor and shareholder of the
Company and a related creditor the right to collect certain media related
accounts receivables to offset against payments due to them.

The Company's office facility in Southampton, New York, which was previously
owned by the President of the Company, was sold in October 2002 and the Company
must vacate the property by January 1, 2003.

On November 5, 2002, the Company's President borrowed $95,000 from a related
party that is secured by a mortgage on certain real property owned by the
President. On November 5, 2002, the Company and CKP borrowed the $95,000 at
terms that are currently being finalized and documented.

11. SUBSEQUENT EVENTS. On October 15, 2002, the Company and two of its officers
received a notice from Compass Bank that the Company's obligations under its
line of credit with the bank are past due and that the Company is accordingly in
default. The notice demanded repayment of approximately $250,000 by October 28,
2002. This loan is secured by two officers of the Company. The Company is
currently in the process of attempting to locate replacement financing. There
could be a material, adverse effect on our financial condition and future
prospects if refinancing is unsuccessful or we are unsuccessful in negotiating a
favorable payment arrangement.

On September 17, 2002, two officers of the Company, entered into a Stock
Amendment and Issuance Agreement (the "SAIA") pursuant to which the terms of the
Company's Series B Convertible Preferred Stock (the "Series B Stock") which is
held only by those two officers would be modified such that each share of Series
B Stock would be convertible into only 50 shares of the Company's common stock
as opposed to 100 shares, as previously provided. The SAIA also provides that
the aggregate liquidation preference of the Series B Stock would be reduced from
$4,860,000 to $2,430,000.

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

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


                                       11


<PAGE>


In October 2002, the Company filed a Certificate of Designation, Preferences and
Rights of the Series D Stock with the Secretary of State of the State of
Delaware and 399,752 of Series D Stock were issued.

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

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10 QSB contains forward-looking statements.
Additional written or oral forward-looking statements may be made by the Company
from time to time in filings with the Securities and Exchange Commission or
otherwise. The words "believe," "expect," "seek," and "intend" and similar
expressions identify forward-looking statements, which speak only as of the date
the statement is made. Such forward-looking statements are within the meaning of
that term in Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Such statements may
include, but are not limited to, projections of income or loss, expenditures,
acquisitions, plans for future operations, financing needs or plans relating to
services of the Company, as well as assumptions relating to the foregoing.
Forward-looking statements are inherently subject to risks and uncertainties,
some of which cannot be predicted or quantified. Future events and actual
results could differ materially from those set forth in, contemplated by or
underlying the forward-looking statements.

The Company does not undertake, and specifically disclaims, any obligation to
publicly release the results of revisions which may be made to forward-looking
statements to reflect the occurrence of anticipated or unanticipated events or
circumstances after the of such statements.

GENERAL

The following analysis of the Company's financial condition should be read in
conjunction with the Company's financial statements and notes thereto included
elsewhere in this report.

OVERVIEW

On April 30, 2002 the Company consummated its Agreement and Plan of Merger with
Zenascent Newco, Inc., Cedric Kushner Boxing, Inc. ("CKB"), Cedric Kushner
Promotions, Ltd., a wholly owned subsidiary of Cedric Kushner Boxing, Inc., and
the shareholders of Cedric Kushner Boxing, Inc., Cedric Kushner and James
DiLorenzo. As a result of this merger, CKB became a wholly-owned subsidiary of
the Company. The company has redefined its business model and has commenced
operations in the promotion of sports and entertainment events.

THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 2001

Revenues decreased by approximately $4,438,000, to $1,869,000 for the three
months ended September 30, 2002, from $6,307,000 for the three months ended
September 30, 2001. The number of major televised event promoted by the Company
had declined.

Costs of revenue decreased by approximately $3,710,000, to $2,183,000 for the
three months ended September 30, 2002, from $5,893,000 for the three months
ended September 30, 2001. Costs declined corresponding with the number of major
televised events promoted by the Company.

General and Administrative Expenses increased by approximately $1,343,000, to
$1,717,000 for the three months ended September 30, 2002, from $374,000 for the
three months ended September 30, 2001. The Company recorded a non-cash expense
of approximately $422,000 relating to the May 13, 2002 Agreement (the "IRSI
Agreement") with Investor Relations Services, Inc. ("IRSI"). Under the IRSI
Agreement, IRSI agreed to provide certain investor relation services for the
Company in exchange for 2,631,580 unregistered and restricted shares of the
Company's common stock.


                                       12


<PAGE>


Interest Expense and Financing Cost increased $609,000 from $37,000 to
$646,000. This increase is attributable to costs incurred related to the
Company's incurrence of approximately two million dollars of debt convertible to
equity. The discount related to this debt is amortized and recorded as interest
expense over the maturity of the debt or immediately for any portion that is
converted to equity. Further, interest expense has increased due in part to the
debt incurred as a result of CKB's merger with Big Content, additional interest
related to the extension of the maturity dates of warrants issued with debt in
1997 and due in part to an increase in the cost of funds borrowed by the
Company.

For the three months ended September 30, 2002, the Company recorded a net other
expense of $80,000 related to the disposal of the original stage for the
"ThunderBox" television series. The Company replaced the original stage with a
smaller replacement that is less expensive to store, transport and erect.

Boxing related amortization and depreciation decreased by approximately $65,000
from $92,000 to $27,000.

NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30,
2001

Revenues decreased by approximately $840,000, to $13,614,000 for the Nine months
ended September 30, 2002, from $14,444,000 for the Nine months ended September
30, 2001. This increase includes revenue of $668,000 related the Company's Big
Content Media Division (CKB merged with Big Content on March 15, 2002). Further,
the Company promoted three "Star" level events for the Nine months ended
September 30, 2002, as opposed to the promotion of two "Star" level events for
the Nine months ended September 30, 2001. Revenue related to these "Star" events
increased by approximately $2,412,000, to $8,455,000 for the Nine months ended
September 30, 2002, from $6,043,000 for the Nine months ended September 30,
2001.

Costs of revenue decreased by approximately $72,000, to $13,329,000 for the Nine
months ended September 30, 2002, from $13,400,000 for the Nine months ended
September 30, 2001. Costs for the Nine months ended September 30, 2002 include
approximately $967,000 related to the Big Content Media Division, including
media related amortization of $174,000. The costs indicated above include costs
related to "Star" events that increased by approximately $2,377,000, to
$7,665,000 for the Nine months ended September 30, 2002, from $5,288,000 for the
Nine months ended September 30, 2001.

General and Administrative Expenses increased by approximately $2,056,000, to
$3,071,000 for the Nine months ended September 30, 2002, from $1,015,000 for the
Nine months ended September 30, 2001. The Company recorded a non-cash expense of
approximately $422,000 relating to the IRSI Agreement. Increases are further
attributed to: an $51,000 increase in bad debt reserve, $101,000 increase in
professional fees related to the increased requirements of a public company,
$199,000 in wages and $78,000 increase in development related travel.

Interest Expense and Financing Cost increased by $1,681,000, from $83,000 to
$1,764,000. This increase is attributable to costs incurred related to the
Company's incurrence of approximately two million dollars of debt convertible to
equity. The discount related to this debt is amortized and recorded as interest
expense over the maturity of the debt or immediately for any portion that is
converted to equity. Further, interest expense has increased due in part to the
debt incurred as a result of CKB's merger with Big Content and due in part to an
increase in the cost of funds borrowed by the Company.

For the Nine months ended September 30, 2002, the Company recorded a net expense
of $80,000 related to the disposal of the original stage for the "ThunderBox"
television series. The Company replaced the original stage with a smaller
replacement that is less expensive to store, transport and erect.

Amortization and depreciation decreased by approximately $208,000 to $69,000 for
the Nine months ended September 30, 2002, from $276,000 for the Nine months
ended September 30, 2001.


                                       13


<PAGE>


LIQUIDITY AND CAPITAL RESOURCES

The Company has funded its operations primarily through short-term borrowings
and accounts payable.

Net cash provided by operating activities for the Nine months ended September
30, 2002 was approximately $606,000. This was a result of the Company's net loss
for this period of ($4,709,000), primarily increased by: non-cash stock
compensation to an employee and consultants in the amount of approximately
$265,000 and $422,000, respectively, an increase in accounts payable and accrued
expenses of $2,167,000, combined amortization of debt discount costs, film costs
and deferred finance costs of 1,290,000 and a decrease in accounts receivable,
miscellaneous receivables and other current assets of $880,000.

Net cash applied to investing activities for the Nine months ended September 30,
2002 was approximately $1,657,000, which resulting from CKB's acquisition costs
of $1,526,000.

Net cash provided by financing activities for the Nine months ended September
30, 2002 was approximately $899,000, primarily attributable to proceeds of
approximately $218,000, $1,376,000 and $896,000 from advances from stockholders,
loans and convertible debt, respectively, offset by payments of approximately
$981,000, $150,000 and $459,000 to repay loans, convertible debt and other
long-term debt, respectively.

At September 30, 2002, the Company had deficiencies in working capital of
approximately $7,402,000 and an accumulated deficit of $11,380,000 and there is
substantial doubt about the Company's ability to continue as a going concern
unless it is able to obtain additional financing. During the year ended December
31, 2001 and for the Nine months ended September 30, 2002, the Company has
successfully obtained external financing through private placements of
convertible debt and other short-term borrowings. Some of this debt has
subsequently been converted to common stock of the Company. The Company
continues to explore sources of additional financing to satisfy its current
operating requirements.

ITEM 3. CONTROLS AND PROCEDURES

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

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


                                       14


<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1 - LEGAL PROCEEDINGS

On November 13, 2001, Golden Gloves (PTY) Limited, a boxing promoter based in
Johannesburg, South Africa ("Golden Gloves"), commenced a legal action in the
Supreme Court of the State of New York, County of New York against CKP and Mr.
Kushner. Golden Gloves alleges that CKP breached an agreement to share certain
profits related to certain boxers. This matter is still pending. The Company has
reserved an estimated amount of $600,000 based on management's and outside legal
counsel's estimate of what they believe will be payable under the agreement,
however, an unfavorable outcome could have a material adverse effect on the
Company's revenues, profits, results of operations, financial condition and
future prospects.

In December 2001, Buster Mathis, a boxer, filed an action against CKP and Mr.
Kushner in the United States District Court, Southern District of New York
alleging fraud and unjust enrichment relating to a fight against Mike Tyson in
December 1995. On October 17, 2002, a jury awarded Mr. Mathis $702,000
(including interest at the rate of 9% per annum from December 16, 1995), and the
Company has established a reserve for the quarter ended September 30, 2002 in
the amount of $702,000. While we believe we have valid grounds for appeal and it
is our current intention to do so, a material adverse effect on our profits,
results of operations, financial condition and future prospects could result
from the failure of an appeal, or if we fail to negotiate a favorable payment
arrangement with Mr. Mathis. On November 7, 2002 Mr. Mathis filed a judgment
against CKP and Mr. Kushner.

On August 23, 2002, the Company agreed to a stipulation for judgment against the
Company by a boxer relating to shared profits owed to the boxer. The Company has
agreed to pay the boxer approximately $610,000 plus interest by February 28,
2003.

In the normal course of business, the Company is involved in legal disputes
concerning contractual rights and breaches of contract related to its boxers and
the promotion of boxing events, certain service providers and other issues. At
September 30, 2002, the Company had accrued an aggregate of approximately
$240,000, representing its estimated liability from these legal disputes. There
can be no assurance that any future legal proceedings will not have a material
adverse affect on the Company.

ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS

SHARES ISSUED THROUGH PRIVATE PLACEMENT

On September 20, 2002, the Company entered into a Stock Purchase agreement with
a third party investor. Pursuant to the agreement, in exchange for $115,000, the
Company agreed to issue to the investor 153,000 shares of Class A Common Stock
at a price of $.75 a share. After a 10% commission the net proceeds to the
Company were $103,500. The shares were issued in a private placement pursuant to
Section 4(2) of the Securities Act as a transaction by an issuer not involving a
public offering.

On September 20, 2002, the Company entered into a Stock Purchase agreement with
third party investors. Pursuant to the agreement, in exchange for $12,000, the
Company agreed to issue to the investors' 16,000 shares of Class A Common Stock
at a price of $.75 a share. After a 10% commission the net proceeds to the
Company were $10,800. The shares were issued in a private placement pursuant to
Section 4(2) of the Securities Act as a transaction by an issuer not involving a
public offering.

COMMON STOCK ISSUED AS COMPENSATION

On September 6, 2002, an individual loaned $25,000 to the Company. The loan
matured on October 6, 2002 and had a fee of $2,500. As additional consideration
for the loan, the Company agreed to issue to the creditor 10,000 shares of Class
A Common Stock with piggyback registration rights. The shares were issued in a
private placement pursuant to Section 4(2) of the Securities Act as a
transaction by an issuer not involving a public offering.

On September 9, 2002, a third party loaned $25,000 to the Company. The loan
matures on September 9, 2003 and accrues interest at a per annum rate of 23%. As
additional consideration for the loan, the Company agreed to issue a warrant to
purchase 10,000 shares of Class A Common Stock at a price of $1.00 per share.
The shares were issued in a private placement pursuant to Section 4(2) of the
Securities Act as a transaction by an issuer not involving a public offering.


                                       15


<PAGE>


On September 30, 2002 warrants were issued to the following parties in
consideration for their efforts in raising pre and post merger financing. As per
their placement agent arrangements they received a warrant to purchase 1 share
of Class a Common Stock for every $10 raised. The following is a list of those
parties:

         Name                       Amount            Price
         ----                       ------            -----
         Jonathan Gilbert           42,330            $1.29
         First Allied               14,110            $1.29
         Joseph Stevens             52,500            $1.00

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

COMMON STOCK ISSUED RELATED TO MERGER WITH BIG CONTENT

The Company issued the first 30,000 of 300,000 shares to an investor group
pursuant to an agreement that the Company and an investor group finalized
related to Big Content in July 2002. The Company and the investor group agreed
to create a limited liability company with the assets associated with ThunderBox
and for the investor group to acquire 17% of the limited liability company. The
agreement also entitles the investor group to receive 40% of the initial
$250,000 of distributions made (if any) by the Company. The Company has an
option to repurchase the 17% of the limited liability company from the investor
group for a price determined by the agreement. The remaining 270,000 shares will
be issued over the next nine quarters.

CONVERSION OF SERIES A CONVERTIBLE PREFERRED STOCK INTO COMMON STOCK

On September 25, 2002, a holder of the Company's Series A Convertible Preferred
Stock converted 17,500 of his 135,000 Series A Convertible Preferred Stock into
175,000 shares of the Company's Common stock. In order to accommodate the wishes
of the investor holding Series A Preferred Stock, we agreed to amend the
Certificate of Designation, Preferences and Rights of Series A Convertible
Preferred Stock (as so amended, the "Series A Certificate of Designation"). This
amendment, which was filed with the Secretary of State of Delaware on October
16, 2002, provides that shares of Series A Preferred Stock can be converted into
Common Stock so long as there exists sufficient authorized Common Stock to
effect such conversion. Previously, the Series A Preferred Stock could be
converted into Common Stock only if there was sufficient authorized Common Stock
to effect the conversion of all outstanding shares of Series A Preferred Stock.
The amendment also provides that all outstanding Series A Preferred Stock will
be automatically converted into Common Stock at such time as our certificate of
incorporation is amended to authorize a sufficient number of shares of Common
Stock into which all of the issued and outstanding shares of Series A Preferred
Stock are convertible. Automatic conversion of the Series A Preferred Stock
would thus occur following the approval by our shareholders.

AMENDMENT TO WARRANT TERMS

On September 10, 2002, the Company executed an agreement with Livingston to
amend the terms of a certain warrant agreement originally dated April 30, 2002
regarding Livingston's right to purchase common shares of the Company's stock.
The total number of shares under the original agreement was reduced from
1,000,000 to 500,000 and the exercise price was reduced from $1.24 per share to
$.62 per share. The Livingston Warrant is, by its terms, is exercisable at any
time for Common Stock. However, the holder of the Livingston Warrant has entered
into a separate letter agreement with the Company pursuant to which the holder
agreed that he would not exercise the Livingston Warrant, as applicable, until
our certificate of incorporation has been duly amended to provide for the
authorization of a sufficient number of shares of Common Stock to allow for the
conversion of all outstanding Preferred Stock, as well as all other securities
convertible into, or exercisable for, Common Stock.

CONVERSION OF CONVERTIBLE NOTES INTO COMMON SHARES

On August 8, 2002 an investor, Alan Botwinick, converted his outstanding
promissory note plus interest into 40,811 shares of Class A Common Stock at a
conversion rate of 1 share for $1.


                                       16


<PAGE>


EXERCISE OF EMPLOYEE STOCK OPTIONS

On May 9, 2002 the former President of the Company, Adam Goldberg, requested to
exercise his options to purchase a net of 21,356 shares of Class A Common Stock.
As of September 30, 2002 the shares have not been issued due lack of proper
paperwork. The Company expects to issue the shares within the next few weeks.

ITEM 5 - OTHER INFORMATION

AGREEMENTS WITH OFFICERS AND DIRECTORS

On July 29, 2002 the Company extended the May 1, 2002 consulting agreement with
Steven Angel, a director of the registrant. The contract is now set to expire on
November 30, 2002. All other terms remain the same.

On September 17, 2001, the Company agreed to pay Mr. Angel $140,000 upon certain
capital raising events that have subsequently occurred during the nine months
ended September 30, 2002. Mr. Angel was an officer and Director of the
pre-merger Company and has continued as a director and consultant of the
post-merger company.

On September 25, 2002 John Yeend, our chief financial officer, indicated that he
was resigning from this office effective October 11, 2002. Mr. Yeend has
indicated that he was resigning to pursue other opportunities and not due to any
material disagreement with the Company regarding its accounting or other
policies. Mr. Yeend has continued to provide assistance to the Company, on an
as-needed basis and on mutually acceptable terms. Mr. Yeend and his firm, Yeend
& Castaneda, LLP, are owed approximately $50,000 for professional services
previously rendered to the Company. In full consideration for such $50,000, upon
termination of Mr. Yeend's employment, the Company has agreed to pay Mr. Yeend
approximately $45,000, payable over three months.

AGREEMENTS WITH CONSULTANTS

On May 13, 2002, the Company entered into agreements with Investor Relation
Services, Inc. ("IRSI") and Summit Trading Limited (the "Consultants") to
provide investor and public relations services. The agreement engages 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 may include several services as defined in the agreement. The agreement is
effective from May 13, 2002 through May 12, 2005. As compensation for the
services, the Company issued the Consultants 2,631,580 shares of common stock of
the Company. The consultants have agreed to not sell or transfer 1,315,790 of
these shares until August 1, 2003. The shares were issued upon the signing of
the agreement. During the three months ending September 30, 2002, after further
review, we believe that IRSI and Summit Trading may be unable to fully perform
on these contracts, and we are currently in discussions to terminate the
agreement and/or make a commensurate reduction in the number of shares issuable
pursuant to these agreements.

DEFAULT OF LINE OF CREDIT

On October 15, 2002, CKP, CKB, Mr. Kushner and Mr. DiLorenzo received a notice
from Compass Bank that CKB's obligations under its line of credit with the bank
are past due and CKB is accordingly in default. The notice demanded repayment of
approximately $250,000 by October 28, 2002. This loan is secured by a mortgage
recorded on Mr. Kushner's residence. Further, the loan is secured by a personal
guaranty by Mr. Kushner in the full loan amount and by Mr. DiLorenzo in the
amount of $37,500. The Company is currently in the process of attempting to
locate replacement financing. There could be a material, adverse effect on our
financial condition and future prospects if refinancing is unsuccessful or we
are unsuccessful in negotiating a favorable payment arrangement.

RELATED PARTY TRANSACTIONS

In August 2002, Mr. Kushner executed a Mortgage Security Agreement for an
apartment owned by Mr. Kushner in favor of a creditor of CKP. As of September
30, 2002, CKP owed this creditor approximately $442,000. On October 25, 2002,
the creditor declared the Promissory Note in default. The creditor upon the
receipt of a $75,000 payment subsequently withdrew the default notice.
Additionally, Mr. Kushner has personally guaranteed the note. Further, Mr.
Kushner and CKP executed an Affidavit of Judgment by Confession which, when
filed, will create a lien on all of Mr. Kushner's and CKP's real and personal
property.


                                       17


<PAGE>


On September 10, 2002, the Company executed an agreement with Livingston to
amend the terms of a certain warrant agreement originally dated April 30, 2002
regarding Livingston's right to purchase common shares of the Company's stock.
The total number of shares under the original agreement was reduced from
1,000,000 to 500,000 and the exercise price was reduced from $1.24 per share to
$.62 per share.

The Company and CKP owes our President, Cedric Kushner, the principal sum of
$253,000 (which outstanding amount accrues interest at a rate equal to 7% per
year) pursuant to a promissory note dated September 16, 2002. The promissory
note is payable on or prior to September 15, 2005.

CKP, a subsidiary of CKB owes our President, Cedric Kushner, approximately
$152,000 for accrued rent as of September 30, 2002.

On September 30, 2002, our President, Mr. Kushner, transferred one of his
automobiles to the President of NAC Enterprises as collateral for promissory
notes payable by CKP to NAC Enterprises in the aggregate amount of $75,000 as of
September 30, 2002.

On October 31, 2002, the Company assigned to a creditor and shareholder of the
Company, Livingston Investments, LLC ("Livingston"), and a related creditor of
the Company, Mackin Charitable Remainder Trust ("Mackin"), the right to collect
certain media related accounts receivables to offset against payments due
Livingston and Mackin. The agreement became effective as of October 22, 2002.

On October 25, 2002, the Company and CKP borrowed an additional $442,856 from
our President, Cedric Kushner, (which outstanding amount accrues interest at a
rate equal to 7% per year) pursuant to a promissory note dated October 25, 2002.
The promissory note is payable on or prior to October 24, 2005.

A subsidiary of CKB presently leases office facilities in Southampton, New York
from Cedric Kushner, our President. This lease commenced on July 1, 2001 and
expires on December 31, 2002. The annual rent is $120,000 and the lessee also
agreed to pay the property taxes, insurance and maintenance on the leased
property. CKB also leases office space located at 58 West 58th Street, Suite
24F, in New York City that is owned by Mr. Kushner. While there is no written
agreement relating to the use of the New York City office space, the parties
have agreed that the rent for this space is included with the $120,000 in rent
referenced above. Mr. Kushner sold the office facilities in October 2002 and the
Company must vacate the property by January 1, 2003.

On November 5, 2002, our President, Cedric Kushner, borrowed $95,000 from an
individual related to Livingston that is secured by a mortgage on certain real
property owned by Mr. Kushner. On November 5, 2002, the Company and CKP borrowed
the $95,000 from Mr. Kushner at terms that currently being finalized and
documented.


                                       18


<PAGE>


ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a)  EXHIBITS

The following documents are filed as part of this report:

Exhibit 10.1 Consulting Agreement with Boulder Hill, Inc.

Exhibit 10.2 Notice of Default from Compass Bank

Exhibit 10.3 Agreement with professional boxer

Exhibit 10.4 Warrant Amendment with Living Investments, LLC

Exhibit 10.5 Agreement with English Distribution

Exhibit 10.6 Promissory Note dated September 16, 2002 from Cedric Kushner

Exhibit 10.7 Promissory Note dated October 25, 2002 from Cedric Kushner

Exhibit 10.8 Extension of Steven Angel Consulting Agreement

Exhibit 99.1 Certification of Chief Executive Officer Pursuant to 18 U.S.C.
             Section 1350

Exhibit 99.2 Certification of Chief Financial Officer Pursuant to 18 U.S.C.
             Section 1350

(b)  REPORTS ON FORM 8-K

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

DATE                                ITEM REPORTED
---------------                     --------------------------------------------
October 16, 2002                    Company amended the terms of the Company's
                                    Series B stock and issued Series D stock.


                                       19


<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.

                                    ZENASCENT, INC.




Date:  November 19, 2002             /S/ Cedric Kushner
                                    -------------------------------------
                                    Cedric Kushner
                                    Chairman of the Board and
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)



Date: November 19, 2002              /s/ James DiLorenzo
                                    --------------------------------------------
                                    James DiLorenzo
                                    Executive Vice President and Treasurer
                                    (Principal Financial and Accounting Officer)


                                       20


<PAGE>


                                 Zenascent, Inc.

                                 CERTIFICATIONS


I, Cedric Kushner, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Zenascent, Inc.
     (the "Registrant");

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

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

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

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

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

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

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

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

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

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

Date: November 19, 2002


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


<PAGE>

I, James DiLorenzo, certify that:


1.   I have reviewed this quarterly report on Form 10-QSB of Zenascent, Inc.
     (the "Registrant");

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

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

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

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

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

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

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

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

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

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


Date: November 19, 2002


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