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UnitedStatesSecurities and Exchange Commission

Washington, D.C. 20549

FORM10-QSB

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHESECURITIES EXCHANGE ACT OF 1934

For thequarterly period ended March  31,  2006

CommissionFile Number 0-25563

CKRUSH, INC.

(Name of small business issuer in itscharter)

|                                                              |  |                                       |  |  |  |  |
|--------------------------------------------------------------|--|---------------------------------------|--|--|--|--|
| Delaware                                                     |  | 65-0648808                            |
| (Stateor other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentificationNumber) |
|                                                              |

336 West 37th StreetNewYork, NY 10018

(Address & Zip codeof principal executive offices)

(212) 564-1111

(Issuer's telephone number)

1414 Avenue of Americas,Suite 406New York, NY 10019

(Former name, former address and formerfiscal year,if changed since last report)

Check whether the issuer (1) filed all reportsrequired to be filed by Section 13 or 15(d) of the Exchange Act duringthe last 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.Yes     No 

APPLICABLE ONLY TO CORPORATE ISSUERS

State thenumber of shares outstanding of each of the issuer's classes ofcommon equity, as of the latest practicable date:

As ofMay 11, 2005, there were 78,458,307 outstanding shares of common stock,par value $0.01 per share.

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CKRUSH, INC. ANDSUBSIDIARIES

INDEXTOFORM 10-QSB

|         |  |                                                                                                                       |  |        |        |        |  |  |  |  |
|---------|--|-----------------------------------------------------------------------------------------------------------------------|--|--------|--------|--------|--|--|--|--|
|    |  |                                                                                                                  |  | Page   |
| PARTI   |  | FINANCIALINFORMATION                                                                                                  |  |   |   |   |
| Item1.  |  | FinancialStatements                                                                                                   |  |   |   |   |
|    |  | Condensed Consolidated BalanceSheet at March 31, 2006 (Unaudited)                                                     |  |   | 3      |   |
|    |  | Condensed Consolidated Statement of Operations for thethree months ended March 31 2006 and 2005 (Unaudited)           |  |   | 4      |   |
|    |  | Condensed Consolidated Statement ofStockolders’ Deficiency for the three months ended March31, 2006 (Unaudited) |  |   | 5      |   |
|    |  | Condensed Consolidated Statement of Cash Flows for thethree months ended March 31 2006 and 2005 (Unaudited)           |  |   | 6      |   |
|    |  | Notes to Condensed ConsolidatedFinancial Statements                                                                   |  |   | 7      |   |
| Item2.  |  | Management's Discussion and Analysis of FinancialCondition and Results of Operation                                   |  |   | 19     |   |
| Item 3. |  | Controls and Procedures                                                                                               |  |   | 23     |   |
| PART II |  | OTHERINFORMATION                                                                                                      |  |   |   |   |
| Item1.  |  | Legal Proceedings                                                                                                     |  |   | 25     |   |
| Item 2. |  | Unregistered Sales of EquitySecurities and Use of Proceeds                                                            |  |   | 27     |   |
| Item 3. |  | Defaults Upon SeniorSecurities                                                                                        |  |   | 27     |   |
| Item4.  |  | Submission of Matters to a Vote of Security Holders                                                                   |  |   | 27     |   |
| Item 5. |  | OtherInformation                                                                                                      |  |   | 27     |   |
| Item6.  |  | Exhibits                                                                                                              |  |   | 28     |   |
|    |  | SIGNATURES                                                                                                            |  |   |   |   |
|    |  | CERTIFICATIONS                                                                                                        |  |   |   |   |
|         |

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Table of Contents

PART I —FINANCIAL INFORMATION

Item 1.    FINANCIAL STATEMENTS

CKRUSH, INC. AND SUBSIDIARIESCONDENSED CONSOLIDATED BALANCESHEET

|                                                                                                                                                                                                                                                             |  |               |             |                 |  |        |             |         |  |  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|---------------|-------------|-----------------|--|--------|-------------|---------|--|--|
|                                                                                                                                                                                                                                                        |  | March 31,2006 |             | December31,2005 |
|                                                                                                                                                                                                                                                        |  | (unaudited)   |             |            |
| Assets                                                                                                                                                                                                                                                      |  |          |        |            |  |   |        |    |
| Cash                                                                                                                                                                                                                                                        |  | $             | 68,898      |            |  | $      | 57,533      |    |
| Accounts receivable                                                                                                                                                                                                                                         |  |          | 10,313      |            |  |   | 15,431      |    |
| Prepaid expensesand other assets                                                                                                                                                                                                                            |  |          | 103,340     |            |  |   | 143,955     |    |
| Film costs                                                                                                                                                                                                                                                  |  |          | 4,332,002   |            |  |   | 3,998,746   |    |
| Assets held for sale to former president                                                                                                                                                                                                                    |  |          | 213,559     |            |  |   | 213,559     |    |
| Property and equipment – net                                                                                                                                                                                                                          |  |          | 18,477      |            |  |   | 18,962      |    |
| Cash –restricted                                                                                                                                                                                                                                      |  |          | 93,060      |            |  |   | 150,000     |    |
| Total Assets                                                                                                                                                                                                                                                |  | $             | 4,839,649   |            |  | $      | 4,598,186   |    |
| Liabilities andStockholders' Deficiency                                                                                                                                                                                                                     |  |          |        |            |  |   |        |    |
| Accountspayable and accrued expenses                                                                                                                                                                                                                        |  | $             | 5,150,549   |            |  | $      | 4,900,440   |    |
| Accrued litigation and judgmentspayable                                                                                                                                                                                                                     |  |          | 2,135,226   |            |  |   | 2,135,103   |    |
| Notesand loans payable, including accrued interest                                                                                                                                                                                                          |  |          | 3,177,451   |            |  |   | 2,671,231   |    |
| Deferred settlement with relatedparty                                                                                                                                                                                                                       |  |          | 1,478,845   |            |  |   | 1,478,845   |    |
| Due torelated parties                                                                                                                                                                                                                                       |  |          | 585,518     |            |  |   | 606,939     |    |
| Participation payables                                                                                                                                                                                                                                      |  |          | 400,000     |            |  |   | 400,000     |    |
| Total Liabilities                                                                                                                                                                                                                                           |  |          | 12,927,589  |            |  |   | 12,192,558  |    |
| Minority Interest                                                                                                                                                                                                                                           |  |          | 4,911,058   |            |  |   | 4,708,130   |    |
| Commitments, Contingencies and OtherMatters                                                                                                                                                                                                                 |  |          |        |            |  |   |        |    |
| Stockholders'Deficiency                                                                                                                                                                                                                                     |  |          |        |            |  |   |        |    |
| Series D, $.01 par value,authorized 399,752 shares, 399,752 shares issued and outstanding(liquidation preference of $2,430,000)                                                                                                                             |  |          | 3,998       |            |  |   | 3,998       |    |
| Series E, $.01 par value, authorized14,000 shares, 1,358 and 1,388 shares issued and outstanding at March31, 2006 and December 31, 2005, respectively (liquidation preference of$489,000 and $500,000 at March 31, 2006 and December 31, 2005,respectively) |  |          | 14          |            |  |   | 14          |    |
| Common stock,$.01 par value, authorized 100,000,000 shares 71,452,702, 70,994,163shares issued and outstanding at March 31, 2006 and December  31,2005, respectively                                                                                        |  |          | 714,527     |            |  |   | 709,942     |    |
| Additional paid-in capital                                                                                                                                                                                                                             |  |          | 41,846,637  |            |  |   | 40,872,945  |    |
| Accumulated deficit                                                                                                                                                                                                                                         |  |          | (50,240,508 | )          |  |   | (48,363,005 | )  |
| Deferredcompensation                                                                                                                                                                                                                                        |  |          | (5,238,667  | )          |  |   | (5,441,396  | )  |
| Treasury stock, at cost – 104,784 shares of commonstock                                                                                                                                                                                               |  |          | (85,000     | )          |  |   | (85,000     | )  |
| Total Stockholders'Deficiency                                                                                                                                                                                                                               |  |          | (12,998,999 | )          |  |   | (12,302,502 | )  |
| Total Liabilities andStockholders' Deficiency                                                                                                                                                                                                |  | $             | 4,839,649   |            |  | $      | 4,598,186   |    |
|                                                                                                                                                                                                                                                             |

See notes to condensedconsolidated financial statements

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CKRUSH, INC. AND SUBSIDIARIESCONDENSEDCONSOLIDATED STATEMENT OF OPERATIONS

|                                                                                                                    |  |                    |            |         |  |        |            |         |  |  |
|--------------------------------------------------------------------------------------------------------------------|--|--------------------|------------|---------|--|--------|------------|---------|--|--|
|                                                                                                               |  | Three months ended |
|                                                                                                               |  | March 31           |
|                                                                                                               |  | 2006               |            | 2005    |
|                                                                                                               |  | (unaudited)        |
| Netrevenues                                                                                                        |  | $                  | 60,220     |    |  | $      | 78,516     |    |
| Operating costs andexpenses                                                                                        |  |               |       |    |  |   |       |    |
| Cost of revenues                                                                                                   |  |               | 68,746     |    |  |   | 99,589     |    |
| Selling, generaland administrative (including noncash stock related charges of $866,000(2006) and $577,000 (2005)) |  |               | 1,635,077  |    |  |   | 1,363,562  |    |
| Depreciation and amortization                                                                                      |  |               | 17,288     |    |  |   | 121,458    |    |
| Impairmentcharge                                                                                                   |  |               | 47,000     |    |  |   |       |    |
| Gain on sale of exclusivepromotion agreement                                                                       |  |               | (18,852    | )  |  |   |       |    |
| Loss from operations                                                                                               |  |               | (1,689,039 | )  |  |   | (1,506,093 | )  |
| Other income(expenses)                                                                                             |  |               |       |    |  |   |       |    |
| Interest expense                                                                                                   |  |               | (173,759   | )  |  |   | (117,307   | )  |
| Interest expense– related parties                                                                  |  |               |       |    |  |   | (54,551    | )  |
| Financing costs paid in commonstock and warrants                                                              |  |               | (33,000    | )  |  |   | (43,750    | )  |
| Minorityinterest                                                                                                   |  |               | 18,295     |    |  |   |       |    |
| Netloss                                                                                                            |  | $                  | (1,877,503 | )  |  | $      | (1,721,701 | )  |
| Net loss per common share(basic and diluted)                                                                       |  | $                  | (0.03      | )  |  | $      | (0.03      | )  |
| Weighted average number of commonshares outstanding (basic and diluted)                                            |  |               | 71,519,515 |    |  |   | 57,312,043 |    |
|                                                                                                                    |

See notes to condensedconsolidated financialstatements

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CKRUSH, INC. AND SUBSIDIARIESCONDENSEDCONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY

|                                                          |  |                 |         |                      |  |        |        |        |  |                         |        |                    |  |                      |        |               |  |                              |            |        |  |        |         |        |  |        |            |         |  |        |             |         |  |        |            |         |  |        |          |         |  |        |         |         |  |        |             |         |  |  |
|----------------------------------------------------------|--|-----------------|---------|----------------------|--|--------|--------|--------|--|-------------------------|--------|--------------------|--|----------------------|--------|---------------|--|------------------------------|------------|--------|--|--------|---------|--------|--|--------|------------|---------|--|--------|-------------|---------|--|--------|------------|---------|--|--------|----------|---------|--|--------|---------|---------|--|--------|-------------|---------|--|--|
|                                                     |  | Preferred Stock |         | Common Stock         |  |   |        |   |  |                    |        |               |  |                 |        |          |
|                                                     |  | SeriesD         |         | Convertible Series E |  |   |        |   |  | AdditionalPaidinCapital |        | AccumulatedDeficit |  | DeferredCompensation |        | TreasuryStock |  | TotalStockholders'Deficiency |
|                                                     |  | Shares          |         | Amount               |  | Shares |        | Amount |  | Shares                  |        | Amount             |  | Shares               |        | Amount        |
| Balance, December 31, 2005                               |  |            | 399,752 |                 |  | $      | 3,998  |   |  |                    | 1,388  |               |  | $                    | 14     |          |  |                         | 70,994,163 |   |  | $      | 709,942 |   |  | $      | 40,872,945 |    |  | $      | (48,363,005 | )  |  | $      | (5,441,396 | )  |  |   | (104,784 | )  |  | $      | (85,000 | )  |  | $      | (12,302,502 | )  |
| Issuance of common stock in connectionwith               |  |            |    |                 |  |   |   |   |  |                    |   |               |  |                 |   |          |  |                         |       |   |  |   |    |   |  |   |       |    |  |   |        |    |  |   |       |    |  |   |     |    |  |   |    |    |  |   |        |    |
| conversionof Series E Preferred Stock                    |  |            |    |                 |  |   |   |   |  |                    | (30    | )             |  |                 |   |          |  |                         | 30,000     |   |  |   | 300     |   |  |   | (300       | )  |  |   |        |    |  |   |       |    |  |   |     |    |  |   |    |    |  |   |        |    |
| conversion of notesand loans payable                     |  |            |    |                 |  |   |   |   |  |                    |   |               |  |                 |   |          |  |                         | 428,539    |   |  |   | 4,285   |   |  |   | 124,003    |    |  |   |        |    |  |   |       |    |  |   |     |    |  |   |    |    |  |   | 128,288     |    |
| Issuance ofemployee stock options                        |  |            |    |                 |  |   |   |   |  |                    |   |               |  |                 |   |          |  |                         |       |   |  |   |    |   |  |   | 720,000    |    |  |   |        |    |  |   | (720,000   | )  |  |   |     |    |  |   |    |    |  |   |        |    |
| Amortization of deferredcompensation                     |  |            |    |                 |  |   |   |   |  |                    |   |               |  |                 |   |          |  |                         |       |   |  |   |    |   |  |   |       |    |  |   |        |    |  |   | 865,500    |    |  |   |     |    |  |   |    |    |  |   | 865,500     |    |
| Issuance of warrants inconnection with debt conversion   |  |            |    |                 |  |   |   |   |  |                    |   |               |  |                 |   |          |  |                         |       |   |  |   |    |   |  |   | 11,500     |    |  |   |        |    |  |   |       |    |  |   |     |    |  |   |    |    |  |   | 11,500      |    |
| Write-off deferredsigning bonus                          |  |            |    |                 |  |   |   |   |  |                    |   |               |  |                 |   |          |  |                         |       |   |  |   |    |   |  |   |       |    |  |   |        |    |  |   | 57,229     |    |  |   |     |    |  |   |    |    |  |   | 57,229      |    |
| Beneficial conversion featureof convertible notespayable |  |            |    |                 |  |   |   |   |  |                    |   |               |  |                 |   |          |  |                         |       |   |  |   |    |   |  |   | 118,489    |    |  |   |        |    |  |   |       |    |  |   |     |    |  |   |    |    |  |   | 118,489     |    |
| Netloss                                                  |  |            |    |                 |  |   |   |   |  |                    |   |               |  |                 |   |          |  |                         |       |   |  |   |    |   |  |   |       |    |  |   | (1,877,503  | )  |  |   |       |    |  |   |     |    |  |   |    |    |  |   | (1,877,503  | )  |
| Balance, March  31,  2006                                |  |            | 399,752 |                 |  | $      | 3,998  |   |  |                    | 1,358  |               |  | $                    | 14     |          |  |                         | 71,452,702 |   |  | $      | 714,527 |   |  | $      | 41,846,637 |    |  | $      | (50,240,508 | )  |  | $      | (5,238,667 | )  |  |   | (104,784 | )  |  | $      | (85,000 | )  |  | $      | (12,998,999 | )  |
|                                                          |

See notes tocondensed consolidated financialstatements

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CKRUSH, INC. AND SUBSIDIARIESCONDENSEDCONSOLIDATED STATEMENT OF CASH FLOWS

|                                                                                                            |  |                   |            |         |  |        |            |         |  |  |
|------------------------------------------------------------------------------------------------------------|--|-------------------|------------|---------|--|--------|------------|---------|--|--|
|                                                                                                       |  | Threemonths ended |
|                                                                                                       |  | March31           |
|                                                                                                       |  | 2006              |            | 2005    |
| CashFlows From OperatingActivities                                                                         |  |              |       |    |  |   |       |    |
| Net loss                                                                                                   |  | $                 | (1,877,503 | )  |  | $      | (1,721,701 | )  |
| Adjustments to reconcile net loss tonet cash used in operatingactivities:                                  |
| Depreciation andamortization                                                                     |  |              | 17,288     |    |  |   | 121,458    |    |
| Amortization of debtdiscount                                                                               |  |              | 36,712     |    |  |   |       |    |
| Gain on saleof promotional rights                                                                          |  |              | (18,852    | )  |  |   |       |    |
| Minorityinterest                                                                                           |  |              | (18,295    | )  |  |   |       |    |
| Compensatoryelement of stock and warrant issuances for selling, general andadministrative expenses         |  |              | 865,500    |    |  |   | 576,889    |    |
| Financing costs paid in stocks andwarrants                                                       |  |              |       |    |  |   | 43,750     |    |
| (Increase) decrease in operatingassets:                                                                    |  |              |       |    |  |   |       |    |
| Accountsreceivable                                                                               |  |              | 5,118      |    |  |   | 18,672     |    |
| Film costs                                                                                                 |  |              | (333,256   | )  |  |   |       |    |
| Prepaid expenses and other assets                                                                          |  |              | (38,929    | )  |  |   | (31,777    | )  |
| Restrictedcash                                                                                             |  |              | 56,940     |    |  |   |       |    |
| Increase(decrease) in operatingliabilities:                                                                |  |              |       |    |  |   |       |    |
| Accounts payable andaccrued expenses                                                             |  |              | 236,333    |    |  |   | 226,865    |    |
| Accrued litigation and judgmentspayable                                                          |  |              | 123        |    |  |   | (32,505    | )  |
| Notes and loans payable – accrued interest                                                           |  |              | 58,785     |    |  |   |       |    |
| Net CashUsed In Operating Activities                                                                       |  |              | (1,010,036 | )  |  |   | (798,349   | )  |
| Cash Flows FromInvesting Activities                                                                        |  |              |       |    |  |   |       |    |
| Purchasesof property and equipment                                                          |  |              | (1,178     | )  |  |   | (6,049     | )  |
| Proceeds from sale ofpromotional agreement                                                       |  |              | 140,000    |    |  |   |       |    |
| Investment in movie rights                                                                                 |  |              |       |    |  |   | (35,599    | )  |
| NetCash Provided By (Used In) Investing Activities                                                         |  |              | 138,822    |    |  |   | (41,648    | )  |
| Cash Flows From FinancingActivities                                                                        |  |              |       |    |  |   |       |    |
| Advances fromstockholders and related parties – net                                                  |  |              | (21,421    | )  |  |   | 120,624    |    |
| Proceeds from issuanceof:                                                                                  |  |              |       |    |  |   |       |    |
| preferred stock                                                                                            |  |              |       |    |  |   | 634,800    |    |
| common stock                                                                                               |  |              |       |    |  |   | 250,401    |    |
| production interests(minority interests)                                                                   |  |              | 180,000    |    |  |   |       |    |
| notes and loans payable – other                                                                      |  |              | 740,000    |    |  |   | 21,500     |    |
| convertibledebt                                                                                            |  |              |       |    |  |   | 48,840     |    |
| Repayment of notesand loans payable – other                                                          |  |              | (16,000    | )  |  |   | (319,500   | )  |
| Repayment ofnotes and loans payable – stockholders and relatedparties                                |  |              | (137,706   | )  |
| Proceeds ofpreferred stock escrow account                                                                  |  |              |       |    |  |   | 41,400     |    |
| NetCash Provided From Financing Activities                                                                 |  |              | 882,579    |    |  |   | 660,359    |    |
| Net Increase(decrease) In Cash                                                                             |  |              | 11,365     |    |  |   | (179,638   | )  |
| Cash – Beginning of Period                                                                           |  |              | 57,533     |    |  |   | 219,299    |    |
| Cash – End of Period                                                                                 |  | $                 | 68,898     |    |  | $      | 39,661     |    |
| SupplementalDisclosures:                                                                                   |  |              |       |    |  |   |       |    |
| Cash paid duringthe periodfor:                                                                             |  |              |       |    |  |   |       |    |
| Interest                                                                                              |  |              |       |    |  | $      | 58,294     |    |
| Non-cash investing and financingactivities:                                                                |  |              |       |    |  |   |       |    |
| Issuance ofcommon stock and warrants for                                                                   |  |              |       |    |  |   |       |    |
| uponconversion of notes and loans payable                                                                  |  | $                 | 128,288    |    |  | $      | 75,000     |    |
| conversion Series E preferredstock                                                                         |  |              | 300        |    |  |   |       |    |
| financing costs                                                                                            |  |              | 33,000     |    |  |   |       |    |
| deferred compensation                                                                                      |  |              |       |    |  |   | 7,410,000  |    |
| accrued expenses                                                                                           |  |              |       |    |  |   | 334,050    |    |
| Increase in minorityinterest and issuance of warrants and new note payable upon conversionof notes payable |  |              | 146,500    |    |  |   |       |    |
|                                                                                                            |

Seenotes to condensed consolidated financialstatements

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CKRUSH,INC. AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATEDFINANCIALSTATEMENTS(Unaudited)

Note 1.    Description of Business

Ckrush, Inc.and subsidiaries the (‘‘Company’’) is anindependent producer of innovative entertainment and sports programmingfor global distribution to all media platforms. We recently producedthe feature film comedies ‘‘Beer League,’’ setto be released in 2006, and ‘‘TV the Movie’’.We also co-produced National Lampoon's ‘‘PledgeThis’’ also anticipated to be released in the later part of2006. In addition, we produce programming for pay-per-view,video-on-demand and other video channels, as well as, retail and directresponse. Further, we are promoters of professional boxers, boxingevents and other sports ventures.

Note 2.    Basis ofPresentation

The Company has incurred net losses of$1.9  million during the three months ended March  31,2006 and $7.7  million and $12.4  million during the yearended December  31,  2005 and 2004, respectively. Inaddition, the Company is not in compliance with the payment terms for$2.3  million of its outstanding notes and loans payable includingunpaid interest. Further, the Company had a stockholders'deficiency of $13  million at March  31,  2006.Historically, the Company has successfully obtained external financingthrough short-term borrowings and private placements of equity andconvertible debt and thus, the Company hopes to remedy these defaultsthrough additional borrowings, conversion of existing debt to equity,ownership contributions, and/or renegotiation of existing terms andconditions of the notes and loans payable in default. However, if theCompany is unable to cure these defaults, it may significantly impedeour ability to raise additional funds and/or to conduct normal businessoperations.

The Company is also taking actions to addressliquidity in the following ways:

|  |              |                                                                                                         |
|--|--------------|---------------------------------------------------------------------------------------------------------|
|  | •  | developing additional sources ofdebt and equity financing to satisfy our current operatingrequirements; |

|  |              |                                                                                                                                                             |
|--|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | entering intonew initiatives to develop, produce and distribute film properties aswell as other entertainment projects for direct response and retailsales; |

|  |              |                                                                             |
|--|--------------|-----------------------------------------------------------------------------|
|  | •  | continuing to pursuethe promotion of selective premium level boxing events; |

|  |              |                                                                      |
|--|--------------|----------------------------------------------------------------------|
|  | •  | pursuing production partnershipsand joint ventures to fund projects; |

|  |              |                                                   |
|--|--------------|---------------------------------------------------|
|  | •  | reducing operating costs byreducing overhead; and |

|  |              |                                                                                           |
|--|--------------|-------------------------------------------------------------------------------------------|
|  | •  | continuing to negotiate withexisting creditors to convert their indebtedness into equity. |

There can be no assurance that sufficient funds requiredduring the next year or thereafter will be generated from operations orthat funds will be available from external sources such as debt orequity financings or other potential sources. The lack of additionalcapital resulting from the Company’s inability to generate cashflow from operations or to raise capital from external sources wouldforce it 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 asignificant dilutive effect on the Company’s existingstockholders.

These factors raise substantial doubt aboutthe Company’s ability to continue as a going concern and theaccompanying condensed consolidated financial statements do not includeany adjustments related to the recoverability or classification ofasset carrying amounts or the amounts and classification of liabilitiesthat may result should the Company be unable to continue as a goingconcern.

The accompanying interim consolidated financialstatements of the Company are unaudited, but in the opinion ofmanagement, reflect all adjustments, consisting of normal recurringaccruals, 

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necessary for a fair presentation of theresults for the interim period. Accordingly, they do not include allinformation and notes required by generally accepted accountingprinciples for complete financial statements. The results of operationsfor interim periods are not necessarily indicative of results to beexpected for the entire fiscal year or any other period. These interimconsolidated financial statements should be read in conjunction withthe Company's consolidated financial statements and notes for theyear ended December 31, 2005 filed on Form 10-KSB on April 12,2006.

Note 3.    Summary of Significant AccountingPolicies

Revenue Recognition

Sportsentertainment revenue, principally promotional fight revenue, iscomprised of box office ticket sales, site fee income, sponsorships andendorsements. Fight revenue is recognized in full on the date of theevent.

Media entertainment revenue includes revenues fromthe sale or licensing of films and is recognized upon meeting allrecognition requirements of Statement of Position (SOP) 00-2‘‘Accounting by Producers or Distributors ofFilms’’. Revenue from the theatrical release of featurefilms is recognized at the time of exhibition based on theCompany’s participation in box office receipts. Revenue from thesale of digital video disks (‘‘DVDs’’) in theretail market, net of an allowance for estimated returns and otherallowances, is recognized on the later of shipment to the customer or‘‘street date’’ (when it is available for saleby the customer). Under revenue sharing arrangements, rental revenue isrecognized when the Company is entitled to receipts and such receiptsare determinable. Revenue from sales to international territories isrecognized when access to the feature has been granted or delivery hasoccurred, as required under the sales contract, and the right toexploit the feature film has commenced.

Investment inFilms

Investment in films includes the unamortized costsof completed films which have been produced by the Company or for whichthe Company has acquired distribution rights, films in progress and indevelopment and home video product inventory. For films produced by theCompany, capitalized costs include all direct production and financingcosts, capitalized interest and production overhead. For acquiredfilms, capitalized costs consist of minimum guarantee payments toacquire the distribution rights. Costs of producing films are amortizedusing the individual-film-forecast method, whereby costs are amortizedand participation and residual costs are accrued in the proportion thatcurrent year’s revenue bears to management’s estimate ofultimate revenue at the beginning of the current year expected to berecognized from the exploitation, exhibition or sale of the films.Ultimate revenue includes estimates over a period not to exceed tenyears following the date of initial release. Investment in films andtelevision programs is stated at the lower of amortized cost orestimated fair value on an individual film basis. The valuation ofinvestment in films is reviewed on a title-by-title basis, when anevent or change in circumstances indicates that the fair value of afilm is less than its unamortized cost. The fair value of the film isdetermined using management’s future revenue and cost estimatesand a discounted cash flow approach. Additional amortization isrecorded in the amount by which the unamortized costs exceed theestimated fair value of the film. Estimates of future revenue involvemeasurement uncertainty and it is therefore possible that reductions inthe carrying value of investment in films and television programs maybe required as a consequence of changes in management’s futurerevenue estimates. Films in progress include the accumulated costs ofproductions, which have not yet been completed by the Company. Films indevelopment include costs of acquiring film rights to books, stageplays or original screenplays and costs to adapt such projects. Suchcosts are capitalized and, upon commencement of production, aretransferred to production costs. Projects in development are writtenoff at the earlier of the date they are determined not to berecoverable or when abandoned, or three years from the date of theinitial investment.

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Income Taxes

The Companyaccounts for income taxes under the asset and liability method usingSFAS No. 109, ‘‘Accounting for Income Taxes.’’Deferred tax assets and liabilities are recognized for the future taxconsequences attributable to differences between the financialstatement carrying amounts of existing assets and liabilities and theirrespective tax bases and operating loss and tax credit carry-forwards.Deferred tax assets and liabilities are measured using enacted taxrates expected to apply to taxable income in the years in which thosetemporary differences are expected to be recovered or settled. Theeffect on deferred tax assets and liabilities of a change in tax ratesis recognized in income in the period that includes the enactmentdate.

The tax effects of temporary differences that gaverise to the deferred tax assets and deferred tax liabilities areprimarily attributable to net operating loss carry-forwards. Since theCompany has a history of losses, a full valuation allowance has beenestablished. In addition, utilization of net operating losscarry-forwards are subject to a substantial annual limitation due tothe ‘‘change in ownership’’ provisions of theInternal Revenue Code. The annual limitation may result in theexpiration of net operating loss carry-forwards before utilization.

Loss per share

Loss per common share is based uponthe weighted average number of common shares outstanding during theyear. Diluted loss per common share is the same as basic loss pershare, as the effect of potentially diluted securities (options –3,299,000 (2006) and 299,000 (2005) and warrants – 29,700,540(2006) and 30,051,373 (2005)) are anti-dilutive.

Use ofEstimates

The preparation of financial statements inconformity with accounting principles generally accepted in the UnitedStates of America requires management to make estimates and assumptionsthat affect the reported amounts of assets and liabilities anddisclosure of contingent assets and liabilities at the date of thefinancial statements and the reported amounts of revenues and expensesduring the reporting period. Actual results could differ from thoseestimates. Significant estimates relate to ultimate revenue and costsfor investment in films, provision for doubtful accounts, income taxesand accruals for contingent liabilities; and impairment assessments forinvestment in films and other projects, property and equipment, andintangible assets. Actual results could differ from such estimates.

Reclassifications

Certain items in theseconsolidated financial statements have been reclassified to conform tothe current period presentation.

Recently Issued AccountingPronouncements

Effective January  1,  2006,the Company adopted Statement of Financial Accounting Standards No. 123(revised 2004) (‘‘SFAS 123(R)’’),‘‘Share-Based Payment,’’ which revisedStatement of Financial Accounting Standards 123 (‘‘SFAS123’’), ‘‘Accounting for Stock-BasedCompensation.’’ Refer to Note 4 to the unaudited condensedconsolidated financial statements for further information. There wereno other accounting policies adopted during the first quarter of fiscal2006 that had a material effect on the Company’s financialcondition and results of operations.

Note 4.    Stock-BasedCompensation

Effective January 1, 2006, the Companyadopted ‘‘SFAS 123(R)’’, which requires allshare-based payment transactions with employees, including grants ofemployee stock options, to be recognized as 

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compensation expense over the requisiteservice period based on their relative fair values. Prior to theadoption of SFAS 123(R), stock-based compensation expense related toemployee stock options was not recognized in the statement ofoperations if the exercise price was at least equal to the market valueof the common stock on the grant date, in accordance with AccountingPrinciples Board Opinion No. 25, ‘‘Accounting for StockIssued to Employees.’’ Prior to January  1,2006, the Company followed the disclosure-only provisions under SFAS123.

The Company has elected to use the ModifiedProspective Application (‘‘MPA’’) method forimplementing SFAS 123(R). Under the MPA method, prior periods are notrestated and new awards are valued and accounted for prospectively uponadoption. In February  2006, options were awarded to a new officerof the Company (see Note 14). As a result of this award and theimplementation of SFAS 123(R) the Company recorded compensation expenseof $195,000 for 2006 quarter. The fair value of the options at the dateof grant was calculated using the Black-Scholes fair value based methodusing the following assumptions (expected life – 10 years;interest rate − 4.58%; annual rate of dividends –0%; and volatility – 123%). As of January1,  2005, all outstanding employee options were vested thereforethere would have been no impact on compensation cost for theCompany's stock option during the 2005 period utilizing the fairvalue method set forth in SFAS 123 (R).

Optionsoutstanding and exercisable by price range as of March  31,2006 were as follows:

|                   |  |                                              |           |                                                     |  |                                |     |        |  |        |      |        |  |  |
|-------------------|--|----------------------------------------------|-----------|-----------------------------------------------------|--|--------------------------------|-----|--------|--|--------|------|--------|--|--|
| Rangeof           |  | Number of Outstanding andExercisable Options |           | Weighted Average RemainingContractual Life in years |  | Weighted AverageExercise Price |
| $0.10 – .20 |  |                                         | 3,000,000 |                                                |  |                           | 9.9 |   |  | $      | 0.18 |   |
| $0.23– 1.41 |  |                                         | 137,500   |                                                |  |                           | 3.3 |   |  |   | 0.70 |   |
| $1.43             |  |                                         | 161,500   |                                                |  |                           | 1.7 |   |  | $      | 1.35 |   |
|              |  |                                         | 3,299,000 |                                                |  |                           | 9.1 |   |  | $      | 0.21 |   |
|                   |

Note 5.    Film Costs and MinorityInterests

Film costs consist of:

|                   |  |        |           |        |  |  |
|-------------------|--|--------|-----------|--------|--|--|
| In progress       |  | $      | 4,150,882 |   |
| Indevelopment     |  |   | 127,975   |   |
| Product inventory |  |   | 53,145    |   |
|              |  | $      | 4,332,002 |   |
|                   |

OnJune  27,  2005, the Company entered into a joint ventureoperating agreement for the purpose of arranging, developing andproducing film, television, music, publishing and related properties tobe acquired by the joint venture including certain propertiescontributed by the other joint venture partner. The Company is to makecapital contributions of $748,000 over a 2 year period, of which theCompany contributed $282,000 through March 31, 2006 for which theCompany obtained a 51% voting interest. The Company may elect torenew the operating agreement beyond its initial term of 2 years for 5consecutive 1-year renewal periods by making additional annualcontributions increasing by 5% each year. Net income isallocated as follows: (i) 85% to the Company until the Companyaggregate capital contributions plus 20% has been recouped(‘‘minimum preferred return’’); (ii) 60%to the Company until the Company’s has received its minimumpreferred return plus $500,000 (the ‘‘maximum preferredreturn’’); and (iii) 50% to the Company after itreceives the maximum preferred return. In addition, the Company has theright of first refusal to provide or to arrange for financing for eachproject or property pursued or developed by the joint venture.

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During 2005, the Company through aprivate placement offering pursuant to which two of theCompany’s subsidiaries sold and issued an aggregate ofapproximately 84 units of revenue participation rights(‘‘RPRs’’) in film projects for an aggregatepurchase price of approximately $4.7  million representing aminority ownership interests in the subsidiaries. The Company sold anadditional 4.27 RPR units for $180,000 during the three months endedMarch  31,  2006. To the extent of available cash flow fromthe Company’s subsidiaries, the RPRs entitle the investors to areturn of 100% of their respective purchase price plus a20% preferred return. If the $2.8 million Funding Amount is notraised for each motion picture; the aggregate share of the residualcash flow to the investors shall be reduced on a proportionate basis.In addition, the Company guaranteed the repayment of oneinvestor’s investment of $3  million in the RPR’s.The investor has the right to enforce the guaranty at any timecommencing in June  2007, or earlier under certain circumstances.The Company also granted the investor a security interest in theCompany’s rights and interests in the related film projects andto escrow a maximum of 9,000,000 shares of its common stock as furthersecurity for repayment of the obligation.

Note 6.    Notesand Loans Payable

Notes and loan payable includesaccrued interest (at rates ranging from none to 23%) of$416,000. During the period from January  1 through March31,  2006, the Company borrowed $740,000 under short-termarrangements with various individuals. In connection with the issuanceof the notes, the Company paid fees of $74,000 which was included in"interest expense" in the condensedconsolidated statements of operations for the three months ended March31, 2006. Also in connection with the issuance of these notes andwarrants, the Company recorded inputed discount of $118,000 whichrepresents the fair value of the beneficial conversion feature of thebelow market conversion rate using the Black-Scholes pricing model. Thebeneficial conversion feature was recorded pursuant to Emerging IssuesTask Force ("EITF") 00-27: Application ofEITF No. 98-5, "Accounting for Convertible Securities withBeneficial Conversion Features or Contingently Adjustable ConversionRatios," to certain convertible instruments. In accordancewith EITF 002-27, the Company evaluated the value of the beneficialconversion feature and recorded this amount as a reduction to thecarrying amount of the convertible debt and as an addition to paid-incapital. Included in "interest expense" is$37,000 for amortization of the discount for the three months endedMarch 31, 2006.

During the quarter ended March31,  2006, the holders of $128,000 of notes payable, includingaccrued interest, allowed the Company to convert the indebtedness into428,539 shares of common stock. In addition a note holder withprincipal and interest past due of $156,000 exchanged the obligationfor one RPR unit in the Company’s film projects, a warrant topurchase 50,000 shares of common stock at $0.10 per share, a new$80,000 note payable and $16,000 in cash.

The Company isnot in compliance with the payment terms for $2.3  million of thenotes and loans payable including unpaid interest.

Note7.    Deferred Settlement with Related Party

OnNovember  1,  2005, the Company entered into a an agreementwith Livingston Investments, LLC(‘‘Livingston’’) and the Mackin CharitableRemainder Trust (the ‘‘Mackin Trust’’) tosettle the following outstanding indebtedness of the Company payable toLivingston and the Mackin Trust:

|  |              |                                                                                                                     |
|--|--------------|---------------------------------------------------------------------------------------------------------------------|
|  | •  | A loan payable of $1,000,000,dated March  15,  2002, with all accrued and unpaid interestof approximately $355,000; |

|  |              |                                                                                                                 |
|--|--------------|-----------------------------------------------------------------------------------------------------------------|
|  | •  | Anote payable with an outstanding balance of $110,000, together withaccrued and unpaid interest of $68,000; and |

|  |              |                                                                                                                                                                                                                    |
|--|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | All sums due and/or payable inthe future by the Company to Livingston ($1,562,000 based upon thepresent value of the obligation) pursuant to a certain ten yearconsulting agreement, dated as of April  30,  2002. |

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Pursuant to the agreement, theCompany paid (or will pay) the following amounts and issue thefollowing securities in settlement:

|  |              |                                                                                                                                                   |
|--|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | $400,000 in cash in installments,of which $143,000 was paid and the balance is to be paid in connectionwith the transaction described in Note 17; |

|  |              |                                                                                                                                                                      |
|--|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | ten (10) year warrants topurchase an aggregate of 7,500,000 shares, exercisable at $0.10 pershare, 1,500,000 of which vest on an annual basis commencing in 2006;and |

|  |              |                                |
|--|--------------|--------------------------------|
|  | •  | 800,000 shares of commonstock. |

In addition, the Company granted to an affiliateof Livingston the exclusive right to license the electronic mediarights to the boxing libraries owned by the Company throughout theworld (excluding the United States) for a three (3) year period.Pursuant to the license, the affiliate will be entitled to a 20%commission from the license fees received and may also retain75% of proceeds received from such license fees starting inFebruary  2006.

The shares of common stock issuedand the shares of common stock underlying the warrants have piggy-backregistration rights, as well as on demand registration rights in theevent that the holder has not been able to utilize such piggy-backregistration rights by February  10,  2007. The warrants alsoprovide that they may be exercised on a cashless basis.

In consideration, and upon satisfaction, of the foregoing,Livingston and the Mackin Trust have agreed to (i) forgive the balanceof the loans, (ii) release the security interest in the boxing filmlibrary,  (iii) terminate the consulting agreement and to forgiveall payments due and to be due there under,  (iv) waive any rightsthat they may have to accelerate the consulting agreement, and (v) paythe Company an amount equal to the proceeds from the sale, if any, byanother affiliate of Livingston of 66,658 shares of the capital stockin M.P.I. Media Partners International BV, a Netherlands companyengaged in television rights management as well as sponsorship andadvertising rights management.

As a result of thistransaction the Company will have a gain of $1.5  million whichwas has been deferred until the Company complies with its obligation tomake the required final payment of $257,000, included in‘‘Due to related parties’’ in the accompanyingunaudited condensed consolidated balance sheet. The full payment wasmade in April 2006, and, accordingly, the Company will record theaforementioned gain in its second quarter financial statements.

Note 8.    Related Party Transactions

Due torelated parties at March  31,  2006 includes Companyobligations for advances made by its then President and Executive VicePresident on the Company’s behalf of $266,000 and $2,000,respectively. The advances are unsecured, have no specific terms,conditions or maturities. In February 2006, these individuals resignedtheir positions with the Company. In addition, the Company’sPresident is due $57,000 including accrued interest. Subsequent toMarch 31, 2006, the Company's President loaned the Company anadditional $50,000, payable on demand with interest at 9% perannum.

The Company entered into a consulting agreementwith an entity controlled by the shareholder mentioned above forcertain general business and boxing promotion related consultingservices which commenced on January  1,  2003 and continuesthrough April  30,  2008. As compensation the Company issued700,000 shares of its common stock valued at $560,000 which wasrecorded as deferred compensation in 2003. Amortization expense relatedto this agreement of $28,000 was charged to operations in each of thethree month periods ended March 31, 2006 and 2005. The entity alsoadvanced $73,000 and $302,000 for payments to the Company’strade and other vendors during the three months ended March31,  2006 and 2005, respectively, all of which was repaid duringeach period. The entity was also compensated $64,000 and $108,000 forassistance in connection with certain financing transactions during thethree months ended March  31,  2006 and 2005,respectively.

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Note 9.    Stockholders'Deficiency

Series E Convertible Preferred Stock

In 2006, the holders of 30 shares of the Series E preferredstock converted their preferred shares into 30,000 shares of commonstock.

Common Stock

In January  2006, theCompany issued 428,539 shares of common stock in connection with theconversion of outstanding notes and accrued interest aggregatingapproximately $130,000.

Warrants

A summary ofwarrant activity for the three months ended March  31,  2006and 2005 is as follows:

|                                     |  |                   |            |                                 |  |                    |     |                                |  |        |            |         |  |        |      |        |  |  |
|-------------------------------------|--|-------------------|------------|---------------------------------|--|--------------------|-----|--------------------------------|--|--------|------------|---------|--|--------|------|--------|--|--|
|                                |  | 2006              |            | 2005                            |
|                                |  | Numberof Warrants |            | Weighted Average Exercise Price |  | Number of Warrants |     | Weighted Average ExercisePrice |
| Balance – beginning of period |  |              | 30,051,373 |                            |  | $                  | .26 |                           |  |   | 9,823,113  |    |  | $      | .61  |   |
| Issued                              |  |              | 50,000     |                            |  |               | .10 |                           |  |   | 12,245,000 |    |  |   | .10  |   |
| Expired                             |  |              | (400,834   | )                          |  |               | .33 |                           |  |   | (128,408   | )  |  |   | 5.00 |   |
| Balance– end of period        |  |              | 29,700,540 |                            |  | $                  | .30 |                           |  |   | 21,939,705 |    |  | $      | .30  |   |
|                                     |

StockOptions

Stock option share activity and weighted averageexercise price under these plans for the quarter ended March 31, 2006is as follows:

|                           |  |                  |           |                                |  |        |      |        |  |  |
|---------------------------|--|------------------|-----------|--------------------------------|--|--------|------|--------|--|--|
|                      |  | Number ofOptions |           | Weighted AverageExercise Price |
| Balance,January  1,  2006 |  |             | 299,000   |                           |  | $      | 1.09 |   |
| Granted in 2006           |  |             | 3,000,000 |                           |  |   | .18  |   |
| Balance, March 1, 2006    |  |             | 3,299,000 |                           |  | $      | .21  |   |
|                           |

Note 10.    Deferred Compensation

Deferred compensation expense consists of amortization ofprepaid consulting fees of $671,000 (2006) and $577,000 (2005),compensation expense under FASB 123 (R) of $195,000 (2006) and prepaidsigning bonuses (included in other assets) to boxers of $37,000(2005).

Note 11.    Income Taxes

AtDecember  31,  2005, the Company had net operating losscarryforwards for Federal tax purposes of approximately $38million, which are available to offset future taxable income, if any,through 2024. Under Federal Tax Law IRC Section 382, certainsignificant changes in ownership of the Company, including the reversemerger transaction of 2002, may restrict the future utilization ofthese tax loss carryforwards.

At March  31,2006, the Company had a deferred tax asset of approximately $14million representing the benefit of its net operating losscarryforwards. The Company has not recognized the tax benefit

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because realization of the tax benefit isuncertain and thus a valuation allowance has been fully providedagainst the deferred tax asset. The difference between the FederalStatutory Rate of 34% and the Company's effective tax rateof 0% is due to an increase in the valuation allowance.

Note 12.    Segment Data

SFAS No. 131‘‘Disclosures About Segments of an Enterprise and RelatedInformation’’ requires the Company to make certaindisclosures about each reportable segment. The Company’sreportable segments are determined based on the distinct nature oftheir operations and each segment is a strategic business unit thatoffers different products and services and is managed separately. SFASNo. 131 defines operating segments as components of an enterprise aboutwhich separate financial information is available that is evaluatedregularly by the chief operating decision maker in deciding how toallocate resources and in assessing performance.

TheCompany has two reportable segments: sports entertainment and mediaentertainment. The sports entertainment segment consists of promotionof professional boxers and boxing events. The media entertainmentsegment consists of development and production of digital and filmedcontent for global distribution to all media platforms includingfeature films, DVD titles, television programming and other similarproducts.

Segmented information by business is asfollows:

|                                                                          |  |                            |           |         |  |        |         |              |  |        |         |         |  |        |            |         |  |        |         |         |  |        |         |         |  |  |
|--------------------------------------------------------------------------|--|----------------------------|-----------|---------|--|--------|---------|--------------|--|--------|---------|---------|--|--------|------------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                     |  | ThreeMonths Ended March31, |
|                                                                     |  | 2006                       |           | 2005    |
|                                                                     |  | Consolidated               |           | Sports  |  | Media  |         | Consolidated |  | Sports |         | Media   |
| Netrevenues                                                              |  | $                          | 60,220    |    |  |   |    |         |  | $      | 60,220  |    |  | $      | 78,516     |    |  | $      | 77,199  |    |  | $      | 1,317   |    |
| Operatingcosts rents andexpenses                                         |  |                       |      |    |  |   |    |         |  |   |    |    |  |   |       |    |  |   |    |    |  |   |    |    |
| Costofrevenues                                                           |  |                       | 68,746    |    |  |   |    |         |  |   | 68,746  |    |  |   | 99,589     |    |  |   | 74,746  |    |  |   | 24,843  |    |
| Depreciationandamortization                                              |  |                       | 17,288    |    |  | $      | 15,625  |         |  |   | 1,663   |    |  |   | 121,458    |    |  |   | 61,998  |    |  |   | 59,460  |    |
| Impairmentcharges                                                        |  |                       | 47,000    |    |  |   |    |         |  |   | 47,000  |    |  |   |       |    |  |   |    |    |  |   |    |    |
|                                                                     |  | $                          | 133,034   |    |  | $      | 15,625  |         |  | $      | 117,409 |    |  | $      | 221,047    |    |  | $      | 136,744 |    |  | $      | 84,303  |    |
| Segmentprofit/(loss)                                                     |  |                       | (72,814   | )  |  | $      | (15,625 | )       |  | $      | (57,189 | )  |  | $      | (142,531   | )  |  | $      | (59,545 | )  |  | $      | (82,986 | )  |
| Less:    Corporateselling, general andadministrative |  |                       | 1,635,077 |    |  |   |    |         |  |   |    |    |  |   | 1,363,562  |    |  |   |    |    |  |   |    |    |
| Depreciationandamortization                                              |  |                       |      |    |  |   |    |         |  |   |    |    |  |   |       |    |  |   |    |    |  |   |    |    |
| Interestexpense                                                          |  |                       | 173,759   |    |  |   |    |         |  |   |    |    |  |   | 171,858    |    |  |   |    |    |  |   |    |    |
| Financingcosts paid in stocks andwarrants                                |  |                       | 33,000    |    |  |   |    |         |  |   |    |    |  |   | 43,750     |    |  |   |    |    |  |   |    |    |
| Other                                                                    |  |                       | (37,147   | )  |  |   |    |         |  |   |    |    |  |   |       |    |  |   |    |    |  |   |    |    |
| Netloss                                                                  |  | $                          | 1,877,503 |    |  |   |    |         |  |   |    |    |  | $      | (1,721,701 | )  |  |   |    |    |  |   |    |    |
|                                                                          |

Note13.    Other Matters

In February  2006, theCompany assigned its exclusive promotional agreement with a boxer for$140,000. As a result of this transaction the Company recorded a gainof approximately $19,000. In addition, if the boxer wins a major boutduring the term of the agreement, the Company is entitled to anadditional payment of $250,000.

On February13,  2006, the Company entered into an employment agreement withits Executive Vice President – Chief Financial Officer. Theagreement provides for a three-year term with automatic renewals,subject to either party's right not to renew. The Company will paya base salary of $175,000 

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for the first year of the agreement, subjectto annual increases not less than 10% of the prior year'sbase salary, and a discretionary bonus. The Company granted options topurchase 3,000,000 shares of our common stock to the executive, ofwhich 750,000 are, are exercisable at $.10 per share and are fullyvested. The balance of 2,250,000 will be qualified, subject toshareholder approval, have an exercise price of $.20 per share and vestat the rate of 62,500 shares per month over the initial three-yearterm. In the event of a change of control while the executive isemployed, the Company will pay him an amount that, after deductingfederal and state income and payroll withholding taxes, would equalthree (3) times his then-base salary. The Company is also obligated tomaintain in escrow an amount equal to 3 months of theexecutive’s salary until the Company obtains $3  million ofadditional equity.

On June  30,  2004, theCompany and other parties entered into an agreement to form and becomemembers of Pledge This Holdings, LLC (‘‘PTH’’).PTH was formed to finance, produce and distribute a feature-lengthmotion picture.   In order to induce a group of investorsto invest in and make other accommodations to PTH, as well as, inpartial consideration of its then 22.5% membership interest inPTH, the Company entered into an agreement to guarantee the repaymentof the investors’ investment of $1  million if not recoupedon or before June  30,  2005 and to pay interest on theinvestment at the rate of 12%. As further consideration, theCompany issued 1,000,000 shares of its common stock, fair valued at$510,000. In connection with PTH obtaining additional financing, in2005, the Company’s membership interest was reduced to10% and another investor agreed to participate in the guaranteeof the aforementioned $1  million investment to a maximum of80%. As of March  31,  2006, the investors have notbeen repaid and are entitled to take the following action until suchtime as they have been repaid: (i) take control of the film property ofPHL; and (ii) seize the Company's interest in PHL.  If thiswere to occur, our revenues, profits, results of operations, financialcondition and future prospects would be materially and adverselyaffected. The Company and the investors are negotiating an extensionuntil October  31,  2006.

Mr.  DiLorenzo,a consultant to the Company and former officer, originally had a7% membership interest in PTH which was relinquished inconnection with obtaining of additional financing for PTH. Also, anaffiliate of Livingston Investments, LLC, a related party of theCompany, has a 6% membership interest in PTH.

TheCompany leases approximately 1,860 square feet for its headquarterfacilities at 1414 Avenue of the Americas, Suite 406, New York, NewYork 10019. Minimum annual lease payments are approximately $77,000 for2006 and $79,000 for 2007. The lease expires January  31,2008. Rent expense was $19,000 (2006) and $15,000 (2005). In April 2006the Company entered into a new lease for its headquarters (see Note16).

Note 14.    Litigation

Securities &Exchange Commission

On March  24,  2004,the United States Securities and Exchange Commission (the‘‘SEC’’) brought a civil action against theCompany, Cedric Kushner, James DiLorenzo and Steven Angel in federaldistrict court. The action alleged several violations of the SecuritiesExchange Act of 1934 and the Public Company Accounting Reform andInvestors Protection Act of 2002 including: Section 10(b) of the 1934Act, Exchange Rule 10b-5, Section 302(a) of the 2002 Act and ExchangeAct Rule 13a-14 there under. The SEC further alleged that the officersand directors aided and abetted our violation of the Exchange Act andthat the Company’s Form 10-KSB for the year ended December31,  2002, as originally filed, contained material misstatementsand omissions.

The United States District Court enteredfinal judgments confirming the settlement of this matter with CedricKushner individually on November  30,  2005 and with theCompany on December  2,  2005, and, 

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CKRUSH,INC. AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATEDFINANCIALSTATEMENTS  — continued(Unaudited)

subsequently dismissed the claims againstMr.  Angel on his motion for summary judgment and dismissed theaction as to him in its entirety.

The SEC action remainspending against Mr.  DiLorenzo.

Shane Mosley

On August  23,  2002, the Company settled a matterrelated to the sharing of profits with Shane Mosley, a boxer. TheCompany agreed to pay Mosley approximately $610,000 plus interest byApril  30,  2003. The Company defaulted and a judgment wasentered in favor of Mosley in the amount of $565,000 in June2003.

In November  2005, the Company entered into asettlement with Mosley, pursuant to which the Company agreed to pay$565,000 in installments representing 60% of the net profitsfrom boxing events promoted or co-promoted by the Company(retroactively to September  2005) until the outstanding sum, plusaccruing interest, is paid in full. In addition, the Company isentitled to a $100,000 credit against the above settlement amount,contingent upon the transfer and assignment of the Company'srights to the Mosley Video Library. Amounts unpaid by December31,  2008 shall be immediately due and payable. Our formerPresident personally guaranteed the Company's obligation.

First Equity

In June  2005, FirstEquity Capital Corporation filed an action against us in state court inFlorida, alleging that the Company breached an unsigned agreementpursuant to which the Company allegedly hired First Equity to providecertain services. First Equity alleges that the Company is obligated topay First Equity $1.5 million and to issue First Equity up to 4,000,000registered shares of our common stock. The Company has filed an answerdenying any liability to First Equity and raising numerous affirmativedefenses. The Company is in the process of taking discovery in thismatter and intends to vigorously defend.

DewayneLayfield

On or about March  10,  2003,our former subsidiary, Cedric Kushner Promotions, Ltd. (subsequentlydissolved) (‘‘CKP, Ltd.’’) entered into anagreement with America Presents Boxing, Inc.(‘‘APB’’) pursuant to which CKP, Ltd. agreed topurchase APB's videotaped library of professional boxing contestsand all associated contracts and agreements, for $250,000, payable inequal monthly installments of $4,000. Pursuant to the APB Agreement,CKP, Ltd. executed a $250,000 non-interest bearing promissory note toAPB. APB subsequently assigned its rights under the APB Agreementand/or Note to L. DeWayne Layfield, to whom CKP, Ltd. subsequentlyexecuted a substitute $250,000 promissory note. The note to Layfield isexpressly subject to any defenses which CKP, Ltd. had against APB under2003 APB Agreement. As of December  31,  2003, the note wasallegedly in default.

In January  2004, Layfieldcommenced arbitration against CKP, Ltd. alleging that CKP, Ltd. haddefaulted on the $250,000 note. The arbitration was settled byrestructuring the payments under the note and granting Layfield asecurity interest in the library. On December  3,  2004, theCompany, APB, Layfield and Team Freedom Promotions, Inc. entered intoan agreement reducing the amount owed to Layfield in exchange for a$50,000 payment to APB.

In April  2005, Layfieldcommenced a second arbitration against CKP, Ltd. alleging breach of thenote and the previous settlement agreement, seeking to recover $172,000plus attorneys' fees and costs. The Company answered, seeking adeclaration that the Company had no further obligation to Layfield dueto APB’s breaches of the 2003 Agreement. The Company also fileda counterclaim and third-party complaint against Layfield and APBseeking to recover amounts previously paid to Layfield and APB. InApril 2006, the Company paid $31,000 to Layfield to reduce theoutstanding principal. The matter is currently pending with arbitrationscheduled for September 2006.

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CKRUSH,INC. AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATEDFINANCIALSTATEMENTS  — continued(Unaudited)

Designscape

InApril  2005 Designscape, Inc. filed an action in New York StateSupreme Court against the Company and James DiLorenzo, alleging breachof contract and misrepresentations with respect to an alleged oralagreement to provide goods and services in connection with theproduction and staging of a television series and seeking approximately$550,000 and unspecified damages. The Company has denied the materialallegations of the complaint and filed a counterclaim seeking damagesin excess of $150,000. The matter is currently pending.

Golden Gloves (PTY) Limited

OnNovember  13,  2001, Golden Gloves (PTY) Limited, a boxingpromoter based in Johannesburg, South Africa, commenced an action inthe Supreme Court of the State of New York against the Company andMr.  Kushner, alleging that the Company breached an agreement toshare certain profits related to certain boxers. In February2003, the Company agreed to pay $570,000. The Company has not made anypayments pursuant to the settlement agreement.

ZombaRecording Corporation

In July  2002, theCompany and Mr.  Kushner agreed to a stipulation for judgmentagainst Mr. Kushner by Zomba Recording Corporation related to amountsowed Zomba under a note in the amount of $763,000 In August, 2002,Mr.  Kushner granted a security interest in property owned by himas collateral for the payment. As of March  31,  2006, theunpaid balance owed to Zomba was $318,000.

J.P. MorganChase & Company

On January  13,2004, J.P. Morgan Chase & Company obtained a judgment in the amountof $95,000 against Mr.  Kushner and us in connection with ourdefault on an outstanding note. In May  2004, the Company settledby agreeing to pay the outstanding principal amount, plus interest at4% per annum, in 60 monthly payments of $2,000 each, in exchangefor forbearance on any additional efforts to collect upon theunsatisfied portion of the balance. The balance on this obligation atMarch  31,  2006 amounted to $76,000. The Company is not incompliance with the terms set forth in the forbearance agreement.

National Sports Partners

In May  2003,National Sports Partners, the owner of Fox Sports Net BroadcastService, commenced an action in California against us to collectapproximately $239,000 for advertising time and production fees andcosts for airing boxing events on Fox, plus interest, costs andattorney fees. In August  2004, the Company reached an agreementwith NSP in which NSP agreed to forbear from further action against usin exchange for full payment over time of $239,000, plus deferredinterest. As of March  31,  2006 the Company had only paid$65,000.

Other

In the opinion ofmanagement, on the advice of counsel, the Company has made adequateprovision for potential liabilities, if any, arising from litigationsettlements and other claims arising from the above matters. As ofMarch 31, 2006, the Company had accrued $2.1 million, with respect tosuch matters. However, the costs and other effects of pending or futurelitigation, governmental investigations, legal and administrative casesand proceedings (whether civil or criminal), settlements, judgments andinvestigations, claims and changes in those matters (including thosematters described above), and developments or assertions by or againstthe Company relating to contractual rights related to boxers and thepromotion of boxing events, intellectual property rights andintellectual property licenses, could have a material adverse effect onthe Company's business, financial condition and operatingresults.

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CKRUSH,INC. AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATEDFINANCIALSTATEMENTS  — continued(Unaudited)

Note 15.    Subsequent Events

In April  2006, the Company entered into 3 agreementswith Cedric Kushner, the Company’s former President whichprovides, among other matters, the following:

|  |              |                                                                                                                                                                                                                                                                                                                                                                                        |
|--|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Repayment terms for theCompany’s indebtedness owed to Kushner of $263,000 were modifiedto provide for interest at 5%, quarterly payments of $10,000,plus amounts equivalent to a pro rata portion of amounts paid tocertain other Company’s creditors, plus 50% of netrevenue up to $100,000 from a promotional agreement, with the unpaidbalance due December  31,  2008; |

|  |              |                                                                                                                                                                                                                                  |
|--|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | The Company guaranteed Kushnerfor any liability resulting from his service as a director or officer,subject to the limitations of the Delaware corporate statute, and forany Company obligations that he guaranteed personally;. |

|  |              |                                                                                                                         |
|--|--------------|-------------------------------------------------------------------------------------------------------------------------|
|  | •  | The Company subleased itsheadquarters to a entity owned by Kushner, at the same rent payable byCompany to the landlord. |

|  |              |                                                                                               |
|--|--------------|-----------------------------------------------------------------------------------------------|
|  | •  | TheCompany transferred its rights to its library of boxing videos toKushner for $250,000; and |

|  |              |                                                                                                                                                                                                                                |
|--|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Kushner will consult with Ckrushwith respect to the promotion of David Tua, a boxer, in exchange for50% of the net proceeds earned from the Tua exclusive promotionagreement, after first repaying $400,000 owed to investors. |

The assets which are subject to this agreement, principallyfurniture and fixtures and the library rights, were classified as‘‘Assets held for Sale’’ in the consolidatedfinancial statements. The Company does not expect to record asignificant gain after the inclusion of applicable transaction costs,principally legal. The Company utilized $257,000 of the proceeds ofthis transaction to pay the amount due in connection with the deferredsettlement with a related party (see Note 7).

Also inApril  2006, the Company sold 2,937,500 shares of common stock for$376,000 to an entity which also purchased a substantial portion ofKushner’s shares of the Company’s common stock and1,171,875 shares for $150,000 pursuant to a private placement. TheCompany’s new President also purchased all of Kushner’sshares of Series D preferred (339,788.66 shares) after theCompany’s Board of Directors removed the liquidation preferencecontained in the original designation.

During April andMay 2006, the Company sold 643,740 shares of common stock at $.16 pershare.

On April  24,  2006, the Company engagedTrilogy Capital Partners, Inc. to provide marketing and financialpublic relation services. The initial term of the agreement is 12months for a monthly fee of $12,500. Thereafter, the agreement may beterminated upon 30 days prior written notice. In addition, Trilogy wasissued warrants to purchase 5  million (5,000,000) shares ofcommon stock at an exercise price of $.15 per share. The warrants areimmediately exercisable and expire on April  24,  2009. TheCompany also agreed to file a registration statement with theSecurities and Exchange Commission on or before June  8,2006 to register the shares of common stock underlying the warrants forresale.

The Company leased new headquarter space for athree year period beginning April  1,  2006 for a totalminimum obligation of $357,050 for the three yearperiod.

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|              |                                                                                     |
|--------------|-------------------------------------------------------------------------------------|
| Item2.  | MANAGEMENT'S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATION |

OVERVIEW

We are an independent producer of entertainment and sportscontent for distribution to all media platforms.  We produced,for release in 2006, the feature film comedies ‘‘BeerLeague,’’ starring Artie Lange (the popular comedian andactor who is a regular on the Howard Stern Show) and ‘‘TVthe Movie,’’ starring Steve O, Preston Lacy and Wee-Man(all of ‘‘Jackass’’ fame).   Wealso co-produced the feature film comedy National Lampoon's‘‘Pledge This,’’ starring Paris Hilton,anticipated to be released in 2006.  In addition, we produceprogramming for pay-per-view, video-on-demand, international markets,as well as, for retail and direct response sale.  Further, weproduce televised sports events and hold promotional rights toprofessional boxers. The Company is headquartered in New York City.

Reportable Segments

We have two reportable segments:sports entertainment and media entertainment. The sports segmentproduces boxing events and promotes professional boxers. The mediasegment consists primarily of projects that the we currently produce orwill produce or co produce such as feature films, DVD titles,television programming and other similar products.

CriticalAccounting Policies

The accompanying discussion andanalysis of our financial condition and results of operations are basedupon our consolidated financial statements, which have been prepared inaccordance with accounting principles generally accepted in the UnitedStates of America (‘‘US GAAP’’). Thepreparation of these consolidated financial statements requires us tomake estimates and judgments that affect the reported amounts ofassets, liabilities, revenues and expenses, and related disclosure ofcontingent assets and liabilities. These estimates form the basis formaking judgments about the carrying values of assets and liabilitiesthat are not readily apparent from other sources. We base our estimatesand judgments on historical experience and all available information.However, future events are subject to change, and the best estimatesand judgments routinely require adjustment. US GAAP requires us to makeestimates and judgments in several areas, including those related torecording various accruals (such as incentive compensation andrestructuring costs), income taxes, the useful lives of long-livedassets, such as property and equipment and intangible assets, andpotential losses from contingencies and litigation. We believe thepolicies discussed below are the most critical to our consolidatedfinancial statements because they are affected significantly bymanagement's judgments, assumptions and estimates.

RevenueRecognition

|  |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Mediaentertainment revenue includes revenues from the sale or licensing offilms and is recognized upon meeting all recognition requirements ofStatement of Position (SOP) 00-2 ‘‘Accounting by Producersor Distributors of Films’’. Revenue from the theatricalrelease of feature films is recognized at the time of exhibition basedon the Company’s participation in box office receipts. Revenuefrom the sale of digital video disks (‘‘DVDs’’)in the retail market, net of an allowance for estimated returns andother allowances, is recognized on the later of shipment to thecustomer or ‘‘street date’’ (when it isavailable for sale by the customer). Under revenue sharingarrangements, rental revenue is recognized when the Company is entitledto receipts and such receipts are determinable. Revenue from sales tointernational territories is recognized when access to the feature hasbeen granted or delivery has occurred, as required under the salescontract, and the right to exploit the feature film has commenced |

|  |              |                                                                                                                                                                                              |
|--|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Fight revenue, promotional fightrevenue is comprised of box office ticket sales, site fee income,sponsorships and endorsements. Fight revenue is recognized in full onthe date of the event. |

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Impairment of Long-Lived Assets

In accordance with Statement of Financial AccountingStandards (‘‘SFAS’’) No. 144,‘‘Accounting for the Impairment or Disposal of Long-LivedAssets’’, the Company continually monitors events andchanges in circumstances that could indicate carrying amounts oflong-lived assets may not be recoverable. An impairment loss isrecognized when expected cash flows are less than the assets'carrying value. Accordingly, when indicators of impairment are present,we evaluate the carrying value of such assets in relation to theoperating performance and future discounted cash flows of theunderlying business. Our policy is to record an impairment loss when itis determined that the carrying amount of the asset may not berecoverable.

Intangible Assets

As a creator anddistributor of sports and entertainment copyrights, we have asignificant and growing number of intangible assets, including videoand television libraries, trademarks and contractual relationships. Inaccordance with accounting principles generally accepted in the UnitedStates of America, the Company does not recognize the fair value ofinternally generated intangible assets. Costs incurred to create andproduce a copyrighted product, such as the television series, areeither expensed as incurred, or capitalized as tangible assets, as inthe case of inventoriable product costs. However, accountingrecognition is not given to any increasing asset value that may beassociated with the collection of the underlying copyrightedmaterial.

Intangibles are being amortized over theirestimated useful lives ranging from 5 to 10 years, utilizing thestraight-line method. Video and television libraries amortized overtheir estimated useful lives of 5 years, utilizing the straight-linemethod.

Income Taxes

We utilize the asset andliability method to account for income taxes whereby deferred taxassets and liabilities are recognized to reflect the future taxconsequences attributable to temporary differences between thefinancial reporting basis of existing assets and liabilities and theirrespective tax losses. Deferred tax assets and liabilities are measuredusing enacted tax rates expected to be recovered and settled.

At March 31, 2006, we provided a 100% valuationallowance for the deferred tax assets, because the ultimaterealizations of those assets are uncertain. Utilization of netoperating loss carry-forwards are subject to a substantial annuallimitation due to the ‘‘change in ownership’’provisions of the Internal Revenue Code. The annual limitation mayresult in the expiration of net operating loss carry-forwards beforeutilization.

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COMPARISON OF THE THREE MONTHS ENDEDMARCH 31, 2006 AND MARCH 31, 2005

The followingrepresents a comparison of segment operating results for the threemonths ended March 31, 2006 and 2005.

|                                |  |        |         |         |  |        |        |          |  |        |          |         |  |        |        |          |  |  |
|--------------------------------|--|--------|---------|---------|--|--------|--------|----------|--|--------|----------|---------|--|--------|--------|----------|--|--|
|                           |  | 2006   |         | %       |  | 2005   |        | %        |
| Netrevenues                    |  |   |    |    |  |   |   |     |  |   |     |    |  |   |   |     |
| Sports                    |  |   |    |    |  |   |   |     |  | $      | 77,199   |    |  |   | 87.2   | %   |
| Media                          |  | $      | 60,220  |    |  |   | 100.0  | %   |  |   | 1,317    |    |  |   | 12.8   | %   |
|                           |  |   | 60,220  |    |  |   | 100.0  | %   |  |   | 78,516   |    |  |   | 100.0  | %   |
| Cost ofrevenues and othercosts |  |   |    |    |  |   |   |     |  |   |     |    |  |   |   |     |
| Sports                         |  |   | 15,625  |    |  |   | 11.9   | %   |  |   | 136,744  |    |  |   | 174.2  | %   |
| Media                          |  |   | 117,409 |    |  |   | 143.6  | %   |  |   | 84,303   |    |  |   | 107.4  | %   |
|                           |  |   | 133,034 |    |  |   | 155.5  | %   |  |   | 221.047  |    |  |   | 281.5  | %   |
| Segmentprofit/(loss)           |  |   |    |    |  |   |   |     |  |   |     |    |  |   |   |     |
| Sports                         |  |   | (15,625 | )  |  |   | (11.9  | )%  |  |   | (55,545  | )  |  |   | (75.8  | )%  |
| Media                          |  |   | (57,189 | )  |  |   | (43.6  | )%  |  |   | (82,986  | )  |  |   | (105.7 | )%  |
|                           |  | $      | (72,814 | )  |  |   | (55.5  | )%  |  | $      | (142,531 | )  |  |   | (181.5 | )%  |
|                                |

Net revenues decreasedby $19,000, or 23.3%, to $60,000 for the three months endedMarch  31,  2006 from $79,000 in the prior year period. The2006 net revenues were derived totally from the media segment andreflects the reduction of our involvement in the promotion ofboxing.

Cost of revenues which relate to the productioncosts for filmed products and boxing events decreased by $31,000, or31.3%, to $69,000 for the quarter ended March  31,2006, compared to $100,000 incurred in period year period. Othersegment allocated costs are depreciation and amortization andimpairment charges aggregating $64,000 in 2006 and $122,000 in2005.

Our segment operating loss decreased $70,000 to$73,000 in the 2006 quarter from a loss of $143,000 for the prior yearperiod. The improvement in operating results in 2006 was principallyreflective of the increase in net revenues.

Selling,general and administrative expenses increased by 19.9% or$272,000, to $1.6 million for the quarter ended March 31, 2006, from$1.4 million in the prior year period. The increase is principallyattributable to the noncash stock related charge which increased in the2006 period as a result of the implementation of FASB 123 (R) and as aresult of the use of stocks and warrants as compensation for servicesrendered under various consulting and employment agreements.

Financing costs including interest discount amortization andfees and charges for fair market valuations of our securities issued inlieu of cash payments for financing activities and were comparable foreach period.

Off-Balance Sheet Arrangements

Wehad no off-balance sheet arrangements. Additionally, we review ourrelationships with other entities to identify whether it is the primarybeneficiary of a variable interest entity. If the determination is madethat we are the primary beneficiary, then the entity is consolidated inaccordance with Financial Accounting Standards Board(‘‘FASB’’) Interpretation No.(‘‘FIN’’) 46, ‘‘Consolidation ofVariable Interest Entities’’. Investments in which weexercise significant influence, but do not control, are accounted forusing the equity method of accounting. Investments in which there is nosignificant influence are accounted for using the cost method ofaccounting.

LIQUIDITY AND CAPITAL RESOURCES

Weincurred net losses of $1.9  million during the three months endedMarch  31,  2006 and $7.7  million and $12.4million during the year ended December  31,  2005 and 2004,respectively. In addition, we are not in compliance with the paymentterms for $2.3  million of our outstanding notes and loans payable

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including unpaid interest. Further, we had astockholders' deficiency of $13  million at March31,  2006. Historically, we have successfully obtained externalfinancing through short-term borrowings and private placements ofequity and convertible debt and thus, we hope to remedy these defaultsthrough additional borrowings, conversion of existing debt to equity,ownership contributions, and/or renegotiation of existing terms andconditions of the notes and loans payable in default. However, if weare unable to cure these defaults, it may significantly impede ourability to raise additional funds and/or to conduct normal businessoperations.

We have also taking actions to addressliquidity in the following ways:

|  |              |                                                                                                         |
|--|--------------|---------------------------------------------------------------------------------------------------------|
|  | •  | developing additional sources ofdebt and equity financing to satisfy our current operatingrequirements; |

|  |              |                                                                                                                                                             |
|--|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | entering intonew initiatives to develop, produce and distribute film properties aswell as other entertainment projects for direct response and retailsales; |

|  |              |                                                                             |
|--|--------------|-----------------------------------------------------------------------------|
|  | •  | continuing to pursuethe promotion of selective premium level boxing events; |

|  |              |                                                                      |
|--|--------------|----------------------------------------------------------------------|
|  | •  | pursuing production partnershipsand joint ventures to fund projects; |

|  |              |                                                   |
|--|--------------|---------------------------------------------------|
|  | •  | reducing operating costs byreducing overhead; and |

|  |              |                                                                                           |
|--|--------------|-------------------------------------------------------------------------------------------|
|  | •  | continuing to negotiate withexisting creditors to convert their indebtedness into equity. |

There can be no assurance that sufficient funds requiredduring the next year or thereafter will be generated from operations orthat funds will be available from external sources such as debt orequity financings or other potential sources. The lack of additionalcapital resulting from our inability to generate cash flow fromoperations or to raise capital from external sources would force us tosubstantially curtail or cease operations and would, therefore, have amaterial adverse effect on its business. Furthermore, there can be noassurance that any such required funds, if available, will be availableon attractive terms or that they will not have a significant dilutiveeffect on our existing stockholders.

These factors raisesubstantial doubt about our ability to continue as a going concern andthe accompanying consolidated financial statements do not include anyadjustments related to the recoverability or classification of assetcarrying amounts or the amounts and classification of liabilities thatmay result should we be unable to continue as a going concern.

Commitments and Contingencies

In connectionwith both our sports and media operations, we guaranteed investors andother participants in our projects the return of their investments andin some cases with a preferred return. In addition to amounts includedin minority interests and/or participation payables (aggregating$3.4  million) we have guaranteed a $1  million investment,along with a co-guarantor.

We are of the opinion, basedupon advise of counsel, that we have made adequate provision forpotential liabilities, if any, arising from litigation settlements andother claims described in Part II Item 1 – Legal Proceedings. Asof March 31, 2006, we had accrued approximately $2.1  million,with respect to such matters. However, the costs and other effects ofpending or future litigation, governmental investigations, legal andadministrative cases and proceedings (whether civil or criminal),settlements, judgments and investigations, claims and changes in thosematters (including those matters described above), and developments orassertions by or against us relating to contractual rights related toboxers and the promotion of boxing events, intellectual property rightsand intellectual property licenses, could have a material adverseeffect on the our business, financial condition and operatingresults.

Cash Flows

At March31,  2006, our cash position reflected a balance of $69,000,exclusive of a restricted deposit required by our consent decree withthe SEC to cover the cost of a special consultant as compared to to the$219,000 balance in the prior year.

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Operating CashFlows.    Our principal operating source of cash during the 2006quarter was net revenues from media sales.  Our principaloperating uses of cash related to production costs for films. For thethree months ended March  31,  2006, we used cash of$1.0  million in operating activities principally to fund the lossof $1.9  million, excluding non cash items of $867,000, theacquisition of film costs of $333,000 and prepaid expenses and otherassets of $23,000. Cash from operations was principally provided by theincrease in amounts due for payables and other accruals of $295,000 and$57,000 of cash from escrow.

Investing CashFlows.    Cash provided from investing activities for thequarter ended March  31,  2006 was principally related toproceeds from sale of promotional agreement of 140,000.

Financing Cash Flows.    Net cash generated fromfinancing activities for the quarter ended March  31,  2006was $883,000 which consisted of net proceeds of short-term borrowings,net of repayments of indebtedness of $724,000 and sales of productioninterests (minority interests) of $180,000.

EFFECT OF RECENTLYISSUED ACCOUNTING PRONOUNCEMENTS

Effective January1,  2006, the Company adopted Statement of Financial AccountingStandards No. 123 (revised 2004) (‘‘SFAS123(R)’’), ‘‘Share-Based Payment,’’which revised Statement of Financial Accounting Standards 123(‘‘SFAS 123’’), ‘‘Accounting forStock-Based Compensation.’’ Refer to Note 4 to theunaudited condensed consolidated financial statements for furtherinformation. There were no other accounting policies adopted during thefirst quarter of 2006 that had a material effect on theCompany’s financial condition and results of operations.

Item 3.    CONTROLS AND PROCEDURES

As ofMarch  31,  2006, the end of the period covered by thisQuarterly Report, the Company carried out an evaluation, under thesupervision and with the participation of our management, including ourChief Executive Officer and Chief Financial Officer, of theeffectiveness of the design and operation of our disclosure controlsand procedures pursuant to Securities and Exchange Act Rule 13a-15 and15d-15. These individuals were not employed by the Company untilFebruary  2006.

A control system, no matter how wellconceived and operated, can provide only reasonable assurance that theobjectives of the control system are met.  We do not expect thatour disclosure controls and procedures can detect or prevent allmisstatements. Further, the design of a control system must reflectthat there are resource constraints, and the benefits of controls mustbe considered relative to their costs.  Because of the inherentlimitations in all control systems, no evaluation of controls canprovide absolute assurance that all control issues have beendetected.  These inherent limitations include the realities thatjudgments in decision-making can be faulty, and that breakdown canoccur because of simple error or mistake.  The design of anysystem of controls also is based in part upon certain assumptions aboutthe likelihood of future events, and there can be no assurance that anydesign will succeed in achieving its stated goals under all potentialfuture conditions.  Over time, controls may become inadequatebecause of changes in conditions, or the degree of compliance with thepolicies or procedures may deteriorate.  Because of the inherentlimitations in a control system, misstatements may occur and not bedetected.  At this time, management has determined that ourdisclosure controls and procedures may not be sufficient, especiallydue to the limited number of Company employees, i) to ensure that dataerrors, control problems, or acts of fraud are detected and ii) toconfirm that appropriate corrective actions, including processimprovements, are undertaken in a timely manner. As a result, we haveconcluded that our current system of disclosure controls and proceduresrequires further enhancements to ensure that they are effective inrecording, processing, summarizing, and reporting, on a timely basis,information required to be disclosed by us in the reports that we fileor submit under the Exchange Act.

Our managementconsidered the following deficiencies to be material weaknesses in theeffectiveness of our disclosure controls. A ‘‘materialweakness’’ is a reported condition in which the design oroperation of one or more of the specific disclosure control componentshas a defect or defects that could have a material adverse effect onthe our ability to record, process, summarize and report financial datain our financial statements in a timely manner:

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|  |              |                                                                                                                                                                                                                                       |
|--|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Maintainingsufficient personnel with an appropriate level of accounting knowledge,experience and training in the application of generally acceptedaccounting principles (GAAP) commensurate with our financial reportingrequirements; |

|  |              |                                                              |
|--|--------------|--------------------------------------------------------------|
|  | •  | Maintainingadequate segregation of duties in key functions;. |

|  |              |                                                                        |
|--|--------------|------------------------------------------------------------------------|
|  | •  | Adequately documenting certaintransactions and manual journal entries; |

|  |              |                                              |
|--|--------------|----------------------------------------------|
|  | •  | Adhering to a comprehensiveclosing calendar; |

|  |              |                                                                                                                                                                    |
|--|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Failing tohave a management committee in place to handle decisions relating tothe Company’s operations, including review of quarterly andannual filings; and |

|  |              |                                                                |
|--|--------------|----------------------------------------------------------------|
|  | •  | Maintaining formal internalaccounting and disclosure controls. |

Management hasinitially responded to the deficiencies in our disclosure controls byperforming additional accounting, financial analysis, and managerialreview procedures in order to ensure that the financial informationcontained in our Quarterly Report on Form 10-QSB was reliable. Detailedvalidation work was performed by our personnel with respect to all ofour balance sheet account balances in order to verify the financialinformation and to substantiate the disclosures contained in ourQuarterly Report on Form 10-QSB. Additional analysis was also performedon income statement amounts and compared to prior year amounts forreasonableness.

As a result of a settlement with the SEC,we have retained consultants to assist in the assessment of ourinternal accounting and disclosure controls and to make recommendationsfor timely corrective actions and hired the CEO and CFO inFebruary  2006. In addition, a majority of our Board of Directors,as reconstituted in March  2006, consists of members independentof management. We also instituted an Audit Committee at that time.

Together with the consultants, management will review anddocument our disclosure controls and procedures, including our internalcontrols and procedures for financial reporting and will report itsprogress and findings to the Audit Committee. We will focus on a numberof areas that we will endeavor to improve, including the segregation ofduties in key functions; the creation of formal accounting controls,policies and procedures; the hiring of additional management and staffexperienced in financial reporting; as well as finalizing documentationof our accounting and disclosure internal controls and procedures.Further, management continues to look for methods to ensure that oursystems evolve with our business and to improve our overall system ofcontrol.

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PART II —OTHER INFORMATION

Item 1.    LEGAL PROCEEDINGS

Securities & Exchange Commission

OnMarch  24,  2004, the United States Securities and ExchangeCommission brought a civil action against us, Cedric Kushner, JamesDiLorenzo and Steven Angel in federal district court. The actionalleged several violations of the Securities Exchange Act of 1934 andthe Public Company Accounting Reform and Investors Protection Act of2002 including: Section 10(b) of the 1934 Act, Exchange Rule 10b-5,Section 302(a) of the 2002 Act and Exchange Act Rule 13a-14 thereunder. The SEC further alleged that the officers and directors aidedand abetted our violation of the Exchange Act and that theCompany’s Form 10-KSB for the year ended December31,  2002, as originally filed, contained material misstatementsand omissions.

As previously disclosed, the United StatesDistrict Court entered final judgments confirming the settlement ofthis matter with Cedric Kushner individually on November30,  2005 and with us on December  2,  2005, anddismissed the claims against Mr.  Angel on his motion for summaryjudgment, and subsequently, dismissed the action as to him in itsentirety.

The SEC action remains pending againstMr.  DiLorenzo.

Shane Mosley

OnAugust  23,  2002, we settled a matter related to the sharingof profits with Shane Mosley, a boxer. We agreed to pay Mosleyapproximately $610,000 plus interest by April  30,  2003. Wedefaulted and a judgment was entered in favor of Mosley in the amountof $610,000 in June  2003.

In November  2005,we entered into a settlement with Mosley, pursuant to which the Companyagreed to pay $565,000 in installments representing 60% of thenet profits from boxing events promoted or co-promoted by the Company(retroactively to September  2005) until the outstanding sum, plusaccruing interest, is paid in full. In addition, the Company isentitled to a $100,000 credit against the above settlement amount,contingent upon the transfer and assignment of the Company'srights to the Mosley Video Library. Amounts unpaid by December31,  2008 shall be immediately due and payable. Our formerPresident personally guaranteed the Company’s obligation.

First Equity

In June  2005, FirstEquity Capital Corporation filed an action against us in state court inFlorida, alleging that we breached an unsigned agreement pursuant towhich we allegedly hired First Equity to provide certain services.First Equity alleges that the we are obligated to pay First Equity$1,525,000 and to issue to First Equity up to 4,000,000 registeredshares of our common stock. We filed an answer denying any liability toFirst Equity and raising numerous affirmative defenses. We are in theprocess of taking discovery in this matter and intend to vigorouslydefend.

Dewayne Layfield

On or aboutMarch  10,  2003, our former subsidiary, Cedric KushnerPromotions, Ltd. (subsequently dissolved) entered into an agreementwith America Presents Boxing, Inc. pursuant to which CKP, Ltd. agreedto purchase APB's videotaped library of professional boxingcontests and all associated contracts and agreements, for $250,000,payable in equal monthly installments of $4,000. Pursuant to the APBAgreement, CKP, Ltd. executed a $250,000 non-interest bearingpromissory note to APB. APB subsequently assigned its rights under theAPB Agreement and/or Note to L. DeWayne Layfield, to whom CKP, Ltd.subsequently executed a substitute $250,000 promissory note. The noteto Layfield is expressly subject to any defenses which CKP, Ltd. hadagainst APB under 2003 APB Agreement. As of December  31,2003, the note was allegedly in default.

In January2004, Layfield commenced arbitration against CKP, Ltd. alleging thatCKP, Ltd. had defaulted on the $250,000 note. The arbitration wassettled by restructuring the payments under the 

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note and granting Layfield a securityinterest in the library. On December  3,  2004, we, APB,Layfield and Team Freedom Promotions, Inc. entered into an agreementreducing the amount owed to Layfield in exchange for a $50,000 paymentto APB.

In April  2005, Layfield commenced a secondarbitration against CKP, Ltd. alleging breach of the note and theprevious settlement agreement, seeking to recover $171,682.27 plusattorneys' fees and costs. We answered, seeking a declaration thatwe had no further obligation to Layfield due to APB’s breachesof the 2003 Agreement. We also filed a counterclaim and third-partycomplaint against Layfield and APB seeking to recover amountspreviously paid to Layfield and APB. In April 2006, the Company paid$31,000 to Layfield to reduce the outstanding principal. The matter iscurrently pending with arbitration scheduled for September 2006.

Designscape

In April  2005Designscape, Inc. filed an action in New York State Supreme Courtagainst the Company and James DiLorenzo, alleging breach of contractand misrepresentations with respect to an alleged oral agreement toprovide goods and services in connection with the production andstaging of a television series and seeking approximately $550,000 andunspecified damages. The Company has denied the material allegations ofthe complaint and filed a counterclaim seeking damages in excess of$150,000. The matter is currently pending.

Golden Gloves(PTY) Limited

On November  13,  2001,Golden Gloves (PTY) Limited, a boxing promoter based in Johannesburg,South Africa, commenced an action in the Supreme Court of the State ofNew York against the Company and Mr.  Kushner, alleging that webreached an agreement to share certain profits related to certainboxers. In February  2003, we agreed to pay $580,000. We have notmade any payments pursuant to the settlement agreement.

Zomba Recording Corporation

In July2002, the Company and Mr.  Kushner agreed to a stipulation forjudgment against him by Zomba Recording Corporation related to amountsowed Zomba under a note in the amount of $762,876. In August, 2002,Mr.  Kushner granted a security interest in property owned by himas collateral for the payment. As of March  31, 2006, the unpaidbalance owed to Zomba was approximately $267,000.

J.P.Morgan Chase & Company

On January13,  2004, J.P. Morgan Chase & Company obtained a judgment inthe amount of $95,145 against Mr.  Kushner and us in connectionwith our default on an outstanding note. In May  2004, we settledby agreeing to pay the outstanding principal amount, plus interest at4% per annum, in 60 monthly payments of $1,752 each, in exchangefor forbearance on any additional efforts to collect upon theunsatisfied portion of the balance. The balance on this obligation atMarch  31, 2006 amounted to $76,000. We are not in compliancewith the terms set forth in the forbearance agreement.

National Sports Partners

In May  2003,National Sports Partners, the owner of Fox Sports Net BroadcastService, commenced an action in California against us to collectapproximately $239,000 for advertising time and production fees andcosts for airing boxing events on Fox, plus interest, costs andattorney fees. In August  2004, the Company reached an agreementwith NSP in which NSP agreed to forbear from further action against usin exchange for full payment over time of $239,000, plus deferredinterest. As of March  31, 2006 we have only paid $65,000.

Other

In the opinion of management, on theadvice of counsel, we have made adequate provision for potentialliabilities, if any, arising from litigation settlements and otherclaims arising from the above 

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matters. As of March  31, 2006, we hadaccrued approximately $2.1  million with respect to such matters.However, the costs and other effects of pending or future litigation,governmental investigations, legal and administrative cases andproceedings (whether civil or criminal), settlements, judgments andinvestigations, claims and changes in those matters (including thosematters described above), and developments or assertions by or againstus relating to contractual rights related to boxers and the promotionof boxing events, intellectual property rights and intellectualproperty licenses, could have a material adverse effect on ourbusiness, financial condition and operating results.

Item2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OFPROCEEDS

In April 2006, the Company sold 2,937,500 sharesof common stock for $376,000 to an entity which also purchased asubstantial portion of Kushner's shares of the Company'scommon stock and 1,171,875 shares for $150,000 pursuant to a privateplacement. The Company's new President also purchased all ofKushner's shares of Series D preferred (339,788.66 shares) afterthe Company's Board of Directors removed the liquidationpreference contained in the original designation.

DuringApril and May 2006, the company also sold 643,740 shares of commonsstock at $.16 per share.

Item 3.    DEFAULTS UPON SENIORSECURITIES

The Company is in default of several notesand loans payable in the aggregate amount of approximately $2.3 millionincluding accrued stock. The Company hopes to remedy these defaultsthrough additional borrowings, conversion of existing debt to equity,ownership contributions, and/or renegotiation of existing terms andconditions of notes and loans payable in default. If the Company isunable to cure these defaults, it may significantly impede theCompany's ability to raise additional funds and/or to conductnormal business operations

Item 4.    SUBMISSION OF MATTERSTO A VOTE OF SECURITY HOLDERS

None.

Item5.    OTHER INFORMATION

The Company has no otherinformation to report, which might otherwise be reported underForm  8-K.

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Item6.    EXHIBITS

|               |  |                                                                                                                                                                |  |  |  |  |
|---------------|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| ExhibitNumber |  | Description                                                                                                                                                    |
| 3.1*          |  | Articles of Incorporation of theRegistrant(1)                                                                                                                  |
| 3.2*          |  | By-laws ofRegistrant(1)                                                                                                                                        |
| 3.3*          |  | Certificateof Designation, Preferences and Rights of Series E ConvertiblePreferred Stock of Cedric Kushner Promotions, Inc., dated October 25,2004.(6)         |
| 3.4*          |  | Amendment to theBy-Laws of Cedric Kushner Promotions, Inc.(9)                                                                                                  |
| 3.5*          |  | Amendments to the Certificate of Incorporationof Cedric Kushner Promotions, Inc.(9)                                                                            |
| 4.1*          |  | Specimen common stockCertificate(1)                                                                                                                            |
| 10.1*         |  | 1996Incentive and Non-qualified Stock Option Plan(1)                                                                                                           |
| 10.2*         |  | Form of Incentive Stock Option Agreement under1996 Incentive and Non-qualified Stock OptionPlan(1)                                                             |
| 10.3*         |  | Form ofNon-qualified Stock Option Agreement under 1996 Incentive andNon-qualified Stock Option Plan(1)                                                         |
| 10.4*         |  | 1998 Incentive and Non-qualified Stock OptionPlan(1)                                                                                                           |
| 10.5*         |  | Form of IncentiveStock Option Agreement under 1998 Incentive and Non-qualified StockOption Plan(1)                                                             |
| 10.6*         |  | Form ofNon-qualified Stock Option Agreement under 1998 Incentive andNon-qualified Stock Option Plan(1)                                                         |
| 10.7*         |  | Form of Non-qualified Stock Option Agreementfor Outside Directors under 1998 Incentive and Non-qualified StockOption Plan(1)                                   |
| 10.8*         |  | Form ofNote and Warrant Purchase Agreement, executed between December 2001 andApril 2002, between the Company and various purchasers in a privateplacement.(2) |
| 10.9*         |  | Form ofPromissory Note, executed between December 2001 and April 2002, betweenthe Company and various purchasers in a privateplacement.(2)                     |
| 10.10*        |  | Form ofWarrant to Purchase Common Stock, executed between December 2001 andApril 2002, between the Company and various purchasers in a privateplacement.(2)    |
| 10.11*        |  | Form ofNote and Warrant Purchase Agreement, executed between March 2002 andApril 2002, between the Company and various purchasers in a privateplacement.(2)    |
| 10.12*        |  | Form ofConvertible Promissory Note, executed between March 2002 and April2002, between the Company and various purchasers in a privateplacement.(2)            |
| 10.13*        |  | Form ofWarrant to Purchase Common Stock, executed between March 2002 and April2002, between the Company and various purchasers in a privateplacement.(2)       |
| 10.14*        |  | Form ofConvertible Promissory Note, executed between January 2003 and March2003, between the Company and various purchasers in a privateplacement.(3)          |
| 10.15*        |  | Form ofWarrant to Purchase Common Stock, executed between January 2003 andMarch 2003, between the Company and various purchasers in a privateplacement.(3)     |
| 10.16*        |  | Form ofNote and Warrant Purchase Agreement, executed between January 2003 andMarch 2003, between the Company and various purchasers in a privateplacement.(3)  |
| 10.17*        |  | Form ofWarrant to Purchase Common Stock, executed May, 28 2003 between theCompany and a purchaser in a private placement(3)                                    |
|               |

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|               |  |                                                                                                                                                                                                |  |  |  |  |
|---------------|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| ExhibitNumber |  | Description                                                                                                                                                                                    |
| 10.18*        |  | Form of Note andWarrant Purchase Agreement, executed May, 28 2003 between the Companyand a purchaser in a private placement.(3)                                                                |
| 10.19*        |  | Form of Convertible Promissory Note, executedMay, 28 2003 between the Company and a purchaser in a privateplacement.(3)                                                                        |
| 10.20*        |  | Form ofPromissory Note, executed January 30, 2003, between the Company and alender.(3)                                                                                                         |
| 10.21*        |  | Form ofPromissory Note, executed March 24, 2003, between the Company and alender.(3)                                                                                                           |
| 10.22*        |  | Form ofPromissory Note, executed March 27, 2003, between the Company and alender.(3)                                                                                                           |
| 10.23*        |  | Form ofWarrant to Purchase Common Stock, executed August 12, 2003 between theCompany and a purchaser in a private placement(3)                                                                 |
| 10.24*        |  | Form of Convertible Promissory Note, executedAugust 12, 2003 between the Company and a purchaser in a privateplacement(3)                                                                      |
| 10.25*        |  | Form ofNote and Warrant Purchase Agreement, executed August 12, 2003 betweenthe Company and a purchaser in a privateplacement.(3)                                                              |
| 10.26*        |  | Form ofWarrant to Purchase Common Stock between the Company and Yeend &Castaneda, dated September 5, 2003(3)                                                                               |
| 10.27*        |  | Form of Note and Warrant Purchase Agreement,executed December 2003, between the Company and various purchasers in aprivate placement.(3)                                                       |
| 10.28*        |  | Form of Warrant to Purchase Common Stock, executed December 2003,between the Company and various purchasers in a privateplacement.(3)                                                          |
| 10.29*        |  | Form ofConvertible Promissory Note, executed December 2003, between theCompany and various purchasers in a privateplacement.(3)                                                                |
| 10.30*        |  | Supplementto the Note and Warrant Purchase Agreement, executed December 2003,between the Company and various purchasers in a privateplacement.(3)                                              |
| 10.31*        |  | ConsultingAgreement, effective January 1, 2004, between the Company and BulldogManagement, LLC.(3)                                                                                             |
| 10.32*        |  | Formof Warrant to Purchase Common Stock, executed between January 2004 andApril 2004, between the Company and various purchasers in a privateplacement.(3)                                     |
| 10.33*        |  | Form ofNote and Warrant Purchase Agreement, executed between January 2004 andApril 2004, between the Company and various purchasers in a privateplacement.(3)                                  |
| 10.34*        |  | Form ofConvertible Promissory Note, executed between January 2004 and April2004, between the Company and various purchasers in a privateplacement.(3)                                          |
| 10.35*        |  | Supplement, dated March 19, 2004, to the Note and Warrant PurchaseAgreement, executed between January 2004 and April 2004, between theCompany and various purchasers in a privateplacement.(3) |
| 10.36*        |  | Supplement, dated March 29, 2004, to the Note and Warrant PurchaseAgreement, executed between January 2004 and April 2004, between theCompany and various purchasers in a privateplacement.(3) |
| 10.37*        |  | ConsultingAgreement, effective March 24, 2004, between the Company and BusterMathis, Jr.(3)(7)                                                                                                 |
| 10.38*        |  | Promissory Note, dated September 1, 2003, between the Company andDewayne Layfield.(3)                                                                                                          |
| 10.39*        |  | Consulting Agreement, effective June 1, 2004, between the Companyand Roy Roberts.(4)(7)                                                                                                        |
|               |

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|               |  |                                                                                                                                                                                                                                                                            |  |  |  |  |
|---------------|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| ExhibitNumber |  | Description                                                                                                                                                                                                                                                                |
| 10.40*        |  | Form of Note andWarrant Purchase Agreement, executed between July 2004 and August 2004,between the Company and various purchasers in a privateplacement.(4)                                                                                                                |
| 10.41*        |  | Form ofConvertible Promissory Note, executed between July 2004 and August2004, between the Company and various purchasers in a privateplacement.(4)                                                                                                                        |
| 10.42*        |  | Form ofWarrant to Purchase Common Stock, executed between July 2004 and August2004, between the Company and various purchasers in a privateplacement.(4)                                                                                                                   |
| 10.43*        |  | 2002Incentive and Non-qualified Stock Option Plan(5)                                                                                                                                                                                                                       |
| 10.44*        |  | Consulting Agreement, effective January 10,2005, between the Company and Philabelle Consulting,LLC.(7)                                                                                                                                                                     |
| 10.45*        |  | Term Sheet forModification of Loan and Consulting Arrangements dated as of February10, 2005, by and among Livingston Investments, LLC, Mackin CharitableRemainder Trust, Cedric Kushner Promotions, Inc., Cedric KushnerPromotions, Ltd. and Cedric Kushner Boxing,Inc,(8) |
| 10.46*        |  | ConversionAgreement, dated February 15, 2005, between the Company and aNoteHolder                                                                                                                                                                                          |
| 10.47*        |  | Debt SettlementAgreement, dated January 23, 2005, between the Company and Yeend &Castaneda, LLP.(9)                                                                                                                                                                    |
| 10.48*        |  | Conversion Agreement dated as of June 15, 2005 between the Companyand a Noteholder.(10)                                                                                                                                                                                    |
| 10.49*        |  | Subscription Agreement dated as of June 28, 2005 by and betweenCkrush Entertainment, Inc. and the investors named on the signaturepages thereto.(11)                                                                                                                       |
| 10.50*        |  | Guaranty Agreement dated as of June 28, 2005 by and between CkrushEntertainment, Inc., the Company and Cornell Capital Partners,L.P.(11)                                                                                                                                   |
| 10.51*        |  | SecurityAgreement dated as of June 28, 2005 by and between CkrushEntertainment, Inc., and Cornell Capital Partners,L.P.(11)                                                                                                                                                |
| 10.52*        |  | Pledge andEscrow Agreement dated as of June 28, 2005 by and between the Company,Cornell Capital Partners, L.P. and David Gonzalez,Esq.(11)                                                                                                                                 |
| 10.53*        |  | OperatingAgreement of Identity Films & Company, LLC dated as of June 27,2005 by and between Ckrush Entertainment, Inc. and Identity Films,LLC.(12)                                                                                                                     |
| 10.54*        |  | Amendment No. 1to the Guaranty and Pledge Agreement dated as of June 30, 2005 by andbetween the Company and the investors named on the signature pagethereto.(13)                                                                                                          |
| 10.55*        |  | Contribution and Indemnification Agreement dated as of June 30,2005 by and between the Company and World Wide South Beach,LLC.(13)                                                                                                                                         |
| 10.56*        |  | Amendment No. 1to the Class A Common Stock and Installment Payment Agreement dated asof June 30, 2005 by and between the Company and the investors named onthe signature pagethereto.(13)                                                                                  |
| 10.57*        |  | SettlementAgreement among the Company and Cedric Kushner, dated March  31,2006 and effective April  10,2006.(14)                                                                                                                                                           |
| 10.58*        |  | Letter ofEngagement between Trilogy Capital Partners, Inc. and the Company,dated April  24,2006.(15)                                                                                                                                                                       |
| 10.59*        |  | Form of Warrantissued to Trilogy Capital Capital Partners, Inc., dated April24, 2006.(15)                                                                                                                                                                                  |
| 31.1          |  | Certification by Chief Executive Officer pursuant to Sarbanes-OxleySection 302. (filed herewith)                                                                                                                                                                           |
|               |

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|               |  |                                                                                                 |  |  |  |  |
|---------------|--|-------------------------------------------------------------------------------------------------|--|--|--|--|
| ExhibitNumber |  | Description                                                                                     |
| 31.2          |  | Certification by ChiefFinancial Officer pursuant to Sarbanes-Oxley Section 302. (filedherewith) |
| 32.1          |  | Certification by ChiefExecutive Officer pursuant to 18 U.S.C. Section 1350. (filedherewith)     |
| 32.2          |  | Certification by ChiefFinancial Officer pursuant to 18 U.S.C. Section 1350. (filedherewith)     |
|               |

|  |
|--|
|  |  |
|  |

|   |                  |
|---|------------------|
| * | Previouslyfiled. |

|     |                                                                                                                                    |
|-----|------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Incorporatedby reference to our Current Report on Form SB-2 filed with theSecurities and Exchange Commission on Form July  7,1998. |

|     |                                                                                                                                   |
|-----|-----------------------------------------------------------------------------------------------------------------------------------|
| (2) | Incorporatedby reference to our Current Report on Form 8-K filed with theSecurities and Exchange Commission on Form May  15,2002. |

|     |                                                                                                                                       |
|-----|---------------------------------------------------------------------------------------------------------------------------------------|
| (3) | Incorporatedby reference to our Current Report on Form 10-KSB filed with theSecurities and Exchange Commission on Form June  25,2004. |

|     |                                                                                                                                         |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------|
| (4) | Incorporatedby reference to our Current Report on Form 10-QSB filed with theSecurities and Exchange Commission on Form August  13,2004. |

|     |                                                                                                                                                     |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------|
| (5) | Incorporatedby reference to our Information Statement on Schedule 14A-6 filed withthe Securities and Exchange Commission on Form November  12,2004. |

|     |                                                                                                                                             |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------|
| (6) | Incorporatedby reference to our Current Report on Form 10-QSB/A filed with theSecurities and Exchange Commission on Form November  18,2004. |

|     |                                                                                                                                               |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------|
| (7) | Incorporatedby reference to our Registration Statement on Form S-8 filed with theSecurities and Exchange Commission on Form January  18,2005. |

|     |                                                                                                                                        |
|-----|----------------------------------------------------------------------------------------------------------------------------------------|
| (8) | Incorporatedby reference to our Current Report on Form 8-K filed with theSecurities and Exchange Commission on Form February  15,2005. |

|     |                                                                                                                                      |
|-----|--------------------------------------------------------------------------------------------------------------------------------------|
| (9) | Incorporatedby reference to our Current Report on Form 10-KSB filed with theSecurities and Exchange Commission on Form May  13,2005. |

|      |                                                                                                                                    |
|------|------------------------------------------------------------------------------------------------------------------------------------|
| (10) | Incorporatedby reference to our Current Report on Form 8-K filed with theSecurities and Exchange Commission on Form June  21,2005. |

|      |                                                                                                                                   |
|------|-----------------------------------------------------------------------------------------------------------------------------------|
| (11) | Incorporatedby reference to our Current Report on Form 8-K filed with theSecurities and Exchange Commission on Form July  5,2005. |

|      |                                                                                                                                   |
|------|-----------------------------------------------------------------------------------------------------------------------------------|
| (12) | Incorporatedby reference to our Current Report on Form 8-K filed with theSecurities and Exchange Commission on Form July  8,2005. |

|      |                                                                                                                                    |
|------|------------------------------------------------------------------------------------------------------------------------------------|
| (13) | Incorporatedby reference to our Current Report on Form 8-K filed with theSecurities and Exchange Commission on Form July  14,2005. |

|      |                                                                                                                                      |
|------|--------------------------------------------------------------------------------------------------------------------------------------|
| (14) | Incorporatedby reference to our Current Report on Form  8-K filed with theSecurities and Exchange Commission on Form April  14,2006. |

|      |                                                                                                                                      |
|------|--------------------------------------------------------------------------------------------------------------------------------------|
| (15) | Incorporatedby reference to our Current Report on Form  8-K filed with theSecurities and Exchange Commission on Form April  24,2006. |

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SIGNATURES

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

|                    |  |                                                                                         |  |        |  |  |  |  |  |  |
|--------------------|--|-----------------------------------------------------------------------------------------|--|--------|--|--|--|--|--|--|
|               |  | CKRUSH, INC. & SUBSIDIARIES                                                         |
| Date: May 12, 2006 |  | /s/ Roy Roberts                                                                         |  |   |
|               |  | RoyRobertsChief Executive Officer(Principal ExecutiveOfficer)                           |  |   |
| Date: May 12,2006  |  | /s/ Jan E. Chason                                                                       |  |   |
|               |  | Jan E. ChasonCFO and Executive VicePresident(Principal Financial and AccountingOfficer) |  |   |
|                    |

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