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

                                  FORM 10-QSB-A

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

                  For the quarterly period ended June 30, 2003

                         Commission File Number 0-25563

                         CEDRIC KUSHNER PROMOTIONS, INC.

        (Exact name of small business issuer as specified in its charter)



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


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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

As of January 10, 2004, there were 10,648,707 outstanding shares of common
stock, par value $0.01 per share.

<PAGE>

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                                      INDEX
                                       TO
                                   FORM 10-QSB

<TABLE>
<CAPTION>


                                                                       [RENUMBER PAGES]
                                                                               Page

<S>                                                                            <C>
PART I      FINANCIAL INFORMATION

Item 1.     Financial Statements

            Condensed Consolidated Balance Sheet at June 30, 2003 (Unaudited)   3

            Condensed Consolidated Statements of Operations for the three months
            and six months ended June 30, 2003 and 2002 (Unaudited)
                                                                                4

            Condensed Consolidated Statements of Cash Flows for the six months
            ended June 30, 2003 and 2002 (Unaudited)
                                                                                5

            Notes to Condensed Consolidated Financial Statements                7

Item 2.     Management's Discussion and Analysis or Plan of Operation           19

Item 3.     Controls and Procedures                                             23

PART II     OTHER INFORMATION

Item 1.     Legal Proceedings                                                   24

Item 2.     Changes in Securities                                               26

Item 3.     Defaults Upon Senior Securities                                     26

Item 4.     Submission of Matters to a Vote of Security Holders                 26

Item 5.     Other Information                                                   26

Item 6.     Exhibits and Reports on Form 8-K                                    27

            SIGNATURES                                                          28

            CERTIFICATIONS                                                      29

</TABLE>
                                     Page 2
<PAGE>


                         PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                            June 30, 2003 (Unaudited)


<TABLE>
<CAPTION>
<S>                                                                                           <C>
CURRENT ASSETS:
   Cash                                                                                       $ -
   Accounts receivable, net of allowance for doubtful accounts of $20,000                 103,500
   Media inventory development costs                                                       29,002
   Other current assets                                                                    10,000
                                                                           -----------------------
        TOTAL CURRENT ASSETS                                                              142,502
                                                                           -----------------------

PROPERTY AND EQUIPMENT, NET                                                                65,728

OTHER ASSETS:
   Prepaid signing bonuses, net                                                           628,140
   Deferred finance cost, net                                                                   -
   Security deposit                                                                        21,438
   Intangible assets, net                                                               3,640,277
                                                                           -----------------------
        TOTAL ASSETS                                                                   $4,498,085
                                                                           =======================
</TABLE>


     See accompanying notes to condensed consolidated financial statements.

                                     Page 3
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                            June 30, 2003 (Unaudited)
                                   (continued)
<TABLE>
<CAPTION>
<S>                                                                                           <C>
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
   Accounts payable                                                                    $2,893,294
   Bank overdraft                                                                          15,475
   Reserve for litigation settlements                                                     989,595
   Due to stockholders                                                                    425,667
   Current portion of notes payable - stockholders                                        222,461
   Convertible debt, net of unamortized discount of $16,000                                34,000
   Current portion of notes and loans payable                                           2,921,923
   Accrued expenses and other current liabilities                                       1,233,093
   Customer advances and deferred liabilities                                             640,500
                                                                           -----------------------
        TOTAL CURRENT LIABILITIES                                                       9,376,008
                                                                           -----------------------
LONG-TERM LIABILITIES:
    Notes payable - stockholders, less current portion                                  2,200,721
    Notes and loans payable, less current portion                                       1,315,142
                                                                           -----------------------
        TOTAL  LONG-TERM LIABILITIES                                                    3,515,863
                                                                           -----------------------
        TOTAL  LIABILITIES                                                             12,891,871
                                                                           -----------------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY:
   Preferred stock, $.01 par value, authorized 5,000,000 shares
    Series A convertible, $.01 par value, authorized 500,000 shares,                        1,175
    117,500 shares issued and outstanding (liquidation preference of $352,500)
    Series B convertible, $.01 par value, 399,752 shares authorized,                        3,998
    issued and outstanding (liquidation preference of $2,430,000)
    Series C convertible redeemable, $.01 par value, 27,923 shares authorized,                279
    issued and outstanding (liquidation preference of $4,500,000)
    Series D, $.01 par value, 399,752 shares authorized, 399,752 shares                     3,998
    issued and outstanding (liquidation preference of $2,430,000)
   Common stock, $.01 par value, authorized 20,000,000 shares
    Class A, $.01 par value, 15,000,000 shares authorized,                                107,690
    10,768,991 shares issued and 10,648,707 shares outstanding
    Class B, $.01 par value, 5,000,000 shares authorized, -0-
    shares issued and outstanding                                                              -
    Class A Common Stock to be issued, 7.991,509 shares                                 7,796,194
   Additional paid-in capital                                                           9,328,483
   Accumulated deficit                                                                (21,719,575)
   Deferred consulting fees                                                            (2,584,767)
   Deferred signing bonuses                                                              (977,918)
   Deferred finance costs                                                                (152,045)
   Treasury stock, at cost - 120,284 shares of Class A common stock                      (201,298)
                                                                           -----------------------
        TOTAL STOCKHOLDERS' DEFICIENCY                                                 (8,393,786)
                                                                           -----------------------
        TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                 $4,498,085
                                                                           =======================

</TABLE>
     See accompanying notes to condensed consolidated financial statements.

                                     Page 4
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>


                                                                           THREE MONTHS                       SIX MONTHS
                                                                          ENDED JUNE 30,                    ENDED JUNE 30,
                                                                      2003             2002             2003              2002
                                                                 ---------------  --------------   ---------------  ----------------
<S>                                                                    <C>           <C>               <C>              <C>
REVENUES
   Boxing promotions                                                   $181,610      $4,622,154        $1,217,987       $11,026,336
   Media                                                                390,041         666,367          $656,230          $708,331
                                                                 ---------------  --------------   ---------------  ----------------
        TOTAL REVENUES                                                  571,651       5,288,521         1,874,217        11,734,667
                                                                 ---------------  --------------   ---------------  ----------------
OPERATING COSTS AND EXPENSES
   Cost of revenues - boxing promotions                                 274,143       4,544,316         1,275,126         9,870,640
   Cost of revenues - media                                             189,700         594,544           430,463         1,068,500
   Selling, general and administrative                                  409,129         693,176           911,362         1,274,833
   Amortization of signing bonuses                                      164,083           8,816           284,421            11,816
   Amortization of intangible assets                                    141,729         158,458           279,291           173,686
   Depreciation and amortization of property and equipment               12,362          18,400            24,724            29,650
   Compensatory element of stock and warrant
   issuances for selling, general and administrative expenses           505,237         134,868         1,010,474           134,868
                                                                 ---------------  --------------   ---------------  ----------------
          TOTAL OPERATING COSTS AND EXPENSES                          1,696,383       6,152,578         4,215,861        12,563,992
                                                                 ---------------  --------------   ---------------  ----------------
          INCOME (LOSS) FROM OPERATIONS                              (1,124,732)       (864,057)       (2,341,644)         (829,325)
                                                                 ---------------  --------------   ---------------  ----------------
  OTHER INCOME (EXPENSES)
   Other income                                                              40          14,285                40            22,805
   Interest expense - other                                            (153,411)       (346,770)         (429,108)         (490,339)
   Interest expense - related parties                                   (70,544)              -          (143,375)                -
   Loss in disposition of fixed assets                                        -         (80,143)                -           (80,143)
   Financing costs paid in stocks and warrants                         (530,750)       (626,787)         (842,130)         (626,787)
                                                                 ---------------  --------------   ---------------  ----------------
          TOTAL OTHER INCOME (EXPENSE)                                 (754,665)     (1,039,415)       (1,414,573)       (1,174,465)
                                                                 ---------------  --------------   ---------------  ----------------
  NET LOSS                                                          ($1,879,397)    ($1,903,472)      ($3,756,217)      ($2,003,789)
                                                                 ===============  ==============   ===============  ================
  Net income (loss) applicable to common stock:
Net loss                                                            ($1,879,397)    ($1,903,472)      ($3,756,217)      ($2,003,789)
Preferred stock dividends - Series A                                     (8,179)         (9,321)          (16,112)          (18,642)
                                                                 ---------------  --------------   ---------------  ----------------
  Net loss income applicable to common stock                        ($1,887,576)    ($1,912,793)      ($3,772,329)      ($2,022,431)
                                                                 ===============  ==============   ===============  ================
  NET LOSS PER COMMON SHARE (basic and diluted)                          ($0.18)         ($0.15)           ($0.35)           ($0.18)
                                                                 ===============  ==============   ===============  ================
PRO-FORMA NET (LOSS) INCOME
PER COMMON SHARE (basic and diluted)                                     ($0.05)                           ($0.10)
                                                                 ===============  ===============  ===============  ================
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING:
   Basic and diluted                                                 10,648,707      12,376,190        10,648,707        11,103,593
                                                                 ---------------  --------------   ---------------  ----------------
   Pro-forma basic and diluted                                       39,075,131                        38,767,156
                                                                 ===============  ==============   ===============  ================
</TABLE>
     See accompanying notes to condensed consolidated financial statements.

                                     Page 5
<PAGE>

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<TABLE>
<CAPTION>
                                                                                            SIX MONTHS ENDED JUNE 30,
                                                                                            2003                2002
                                                                                     ------------------- -------------------
<S>                                                                                         <C>                 <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                                                 ($3,756,217)        ($2,003,789)
  Adjustments to reconcile net loss
   to net cash  provided by (used in) operating activities:
  Depreciation and amortization of property and equipment                                        24,724              41,466
  Amortization of deferred finance costs                                                              -              10,000
  Loss on disposals of fixed assets                                                                   -              80,143
  Amortization of debt discount                                                                                     676,503
  Amortization of media assets                                                                  279,291             173,686
  Amortization of signing bonuses                                                               284,421                   -
  Provision for losses on accounts receivable                                                         -              50,713
  Noncash officer's compensation and rent                                                             -              97,500
  Convertible debt interest converted to common stock                                           110,310              41,517
  Compensatory element of stock and warrant issuances
  for selling, general and administrative expenses                                            1,010,474             134,868
  Financing costs paid in stocks and warrants                                                   842,130             125,339
  (Increase) decrease in operating assets:
    Accounts receivable                                                                         (98,500)            348,419
    Miscellaneous receivables and other current assets                                            7,500             349,586
    Other assets (including media inventory development costs incurred in 2003)                 (29,003)            (98,050)
  Increase (decrease) in operating liabilities:
    Accounts payable                                                                            (79,433)          1,133,940
    Reserve for litigation settlements                                                          210,854             239,047
    Accrued expenses and other current liabilities                                              226,262             606,015
  Deferred liabilities                                                                          400,000            (302,433)
  Customer advances                                                                              90,500                   -
                                                                                     ------------------- -------------------
                            NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                (476,686)          1,704,470
                                                                                     ------------------- -------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Expenditures for prepaid signing bonuses                                                     (640,000)            (53,354)
  Purchase of intangibles                                                                      (280,000)         (1,526,239)
  Purchases of property and equipment                                                                 -             (14,731)
  Payment of security deposit                                                                   (21,438)                  -
                                                                                     ------------------- -------------------
                            NET CASH USED IN INVESTING ACTIVITIES                              (941,438)         (1,594,324)
                                                                                     ------------------- -------------------
 CASH FLOWS FROM FINANCING ACTIVITIES:
  Advances from stockholders and related parties                                                312,115                   -
  Repayments of advances from stockholders and related parties                                  (29,897)                  -
  Proceeds from notes and loans payable - stockholders                                           78,429                   -
  Repayments of notes and loans payable - stockholders                                          (70,691)            (30,502)
  Proceeds from convertible debt                                                                305,000             895,500
  Repayment of convertible debt                                                                       -            (150,000)
  Proceeds from notes and loans payable - other                                               1,175,384           1,001,300
  Repayment of notes and loans payable - other                                                 (344,006)         (1,106,896)
  Increase in dividend due on preferred stock                                                   (16,112)                  -
  Bank overdraft                                                                                  7,903                   -
                                                                                     ------------------- -------------------
                            NET CASH PROVIDED BY FINANCING ACTIVITIES                         1,418,124             609,402
                                                                                     ------------------- -------------------
                            NET INCREASE (DECREASE) IN CASH                                           -             719,548
 CASH, BEGINNING OF PERIOD                                                                            -              62,419
                                                                                     ------------------- -------------------
   CASH, END OF PERIOD                                                                       $        -          $  781,967
                                                                                     =================== ===================
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                     Page 6
<PAGE>

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
                                   (Unaudited)
<TABLE>
<CAPTION>



                                                                                              SIX MONTHS ENDED JUNE 30,
                                                                                              2003                     2002
                                                                               --------------------    ----------------------
<S>                                                                                         <C>                 <C>
  Cash paid during the period for:
  Interest                                                                              $  286,721                $  179,871

Non-cash investing and financing activities:
  Recording of debt discount                                                            $  637,991                  $894,500
   Promissory note issued for purchase of Big Content                                            -                $1,000,000
  Common stock to be issued pursuant to consulting agreement                            $  560,000                         -
  Common stock to be issued pursuant to a sale agreement                                $  132,000                         -
  Common stock to be issued pursuant to two promissory agreements                       $  105,000                         -
  Assumption of debt in connection with
   consulting agreement related to reverse merger                                                -                $1,448,932
  Conversion of convertible debt and accrued interest
  into common stock to be issued                                                        $1,225,914                $1,011,517
  Assets acquired and liabilities assumed in connection
  with acquisition of Big Content in March 2002:
   Intangibles                                                                                   -                $7,052,160
   Prepaid expenses                                                                              -                  $130,000
   Property and equipment                                                                        -                  $164,533
   Other assets                                                                                  -                   $42,500
   Liabilities                                                                                   -                 ($459,193)
   Prior year cash advances to Big Content offset
   against due to  the Company on Big Content                                                    -                 ($698,782)
   Note payable                                                                                  -               ($1,000,000)
   Common stock issued                                                                           -               ($4,079,699)
                                                                               --------------------    ----------------------
    Cash paid, including transaction costs of $50,000                                            -                $1,151,519
                                                                               ====================    ======================
</TABLE>


     See accompanying notes to condensed consolidated financial statements.

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

        Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1. Basis of Presentation

The condensed consolidated financial statements include the accounts of Cedric
Kushner Promotions, Inc. and all of its wholly-owned subsidiaries (collectively,
the "Company"). All significant inter-company accounts and transactions have
been eliminated in consolidation.

In the opinion of the Company's management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments (consisting of only
normal recurring adjustments) necessary to present fairly the information set
forth therein. These consolidated financial statements are condensed and
therefore do not include all of the information and footnotes required by
accounting principles generally accepted in the United States for complete
financial statements. The condensed consolidated financial statements should be
read in conjunction with the Company's consolidated financial statements and
supplementary data included in the Annual Report on Form 10-K/SB (amended and
final), filed on June 27, 2003.

The results of operations for the six months ended June 30, 2003 are not
necessarily indicative of the results to be expected for the fiscal year ending
December 31, 2003 or any other period. Certain amounts from prior periods have
been reclassified to conform to the current period's presentation.

The condensed consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Company has recurring losses
from operations, a working capital deficiency of approximately $9,233,500 at
June 30, 2003, and operating cash constraints that raise substantial doubt about
the Company's ability to continue as a going concern.

Note 2. Prepaid Signing Bonuses, Net

Prepaid signing bonuses, net, consisted of the following at June 30, 2003:



                                    At June 30, 2003      Contract Period
Prepaid signing bonuses                  $750,854              2-3 years
Less: accumulated amortization            122,714
                                     ------------------
Prepaid signing bonuses, net             $628,140
                                     ==================

Amortization expense of prepaid signing bonuses was approximately $95,000 and
$11,800 for the six months ended June 30, 2003 and 2002, respectively.

Note 3. Media Inventory Development Costs

During the six months ended June 30, 2003, the Company spent approximately
$29,000 toward the development of digital versatile disks (DVD) of certain major
boxing and music events. The Company intends to promote, market sell the DVDs,
when manufactured, individually to retail customers and in bulk to wholesale
distributors. The development cost will be included as part of the cost of the
DVD inventory. Inventory will be recorded at the lower of cost or net realizable
value. Cost will be determined on a first-in, first-out basis.

The Company's first DVD, "ThinderBox-Fistful of Dollars" was released in August
2003 and is currently available for purchase at www.amazon.com,
www.bestprices.com and other sources.

                                     Page 8
<PAGE>

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

        Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 4. Property and Equipment, Net

Property and equipment, net, consisted of the following:



                                At June 30,2003            Useful Lives
                                -----------------      -----------------
Office equipment                    $23,291                 5-7 years
Furniture and fixtures               49,705                 5-7 years
Automobile                           51,726                   5 years
Set and ring costs                   67,514                   5 years
Website development costs            55,000                   3 years
                                -----------------
                                    247,236
Less accumulated depreciation       181,508
                                -----------------
Property and equipment, net         $65,728
                                =================

Depreciation and amortization expense of property and equipment were
approximately $24,800 and $41,500 for the six months ended June 30, 2003 and
2002, respectively.

Note 5. Intangible Assets, Net

The changes in the carrying amount of intangible assets during the six months
ended June 30, 2003 were as follows:
<TABLE>
<CAPTION>
                                                           Acquired       Impairment
                                           Balance as of  during six      during six
Intangible assets             Estimated    December 31,   months ended    months ended   Balance as      Accumulated
subject to amortization:        Life         2002         June 30, 2003   June 30, 2003 June 30, 2003   Amortization     Net
                            -------------- -------------- -------------- -------------- -------------- -------------- --------------
<S>                              <C>        <C>                 <C>          <C>         <C>             <C>           <C>
 Acquired video library          5          $1,190,000                -             -      $1,190,000      $309,000      $881,000

 ThunderBox Trademarks
 and contractual relationships  10           1,223,000                -             -       1,223,000       284,150       938,850

 HWE Trademarks
 and contractual relationships  10           1,759,000                -             -       1,759,000       247,382     1,511,618

 Other                           1              20,000                -             -          20,000        20,000             -

 Acquired European
 Media Rights                    7              40,000           30,000             -          70,000         2,858        67,142

 Acquired America
 Presents Library               10                   -          250,000             -         250,000         8,333       241,667
                            -------------- -------------- -------------- -------------- -------------- -------------- --------------
                                            $4,232,000         $280,000            $0      $4,512,000      $871,723    $3,640,277
                            ============== ============== ============== ============== ============== ============== ==============
</TABLE>
Amortization expense of intangible assets was approximately $279,300 and
$173,700 for the six months ended June 30, 2003 and 2002, respectively.

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

        Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 6. Segment Data

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

The Company's reportable segments are strategic business units that offer
different outputs. The following table presents information about the Company's
business segments for the three-month and six-month periods ended June 30, 2003:
<TABLE>
<CAPTION>

   For the three months ended June 30, 2003           For the six months ended June 30, 2003
                                   ---------------------------------------------------  --------------------------------------------
                                   Boxing promotions     Media            Total        Boxing promotions   Media          Total
                                   ----------------- --------------- ---------------  ------------------ ------------ --------------
<S>                                     <C>               <C>              <C>            <C>              <C>           <C>
Net revenue from external customers     $181,610          $390,041         $571,651       $1,217,987       $656,230      $1,874,217

Operating loss                          $753,570          $371,161       $1,124,732       $1,568,901       $772,742      $2,341,644

Amortization of signing bonuses         $164,083                 -         $164,083         $284,421              -        $284,421

Amortization of intangible assets        $14,173          $141,729         $141,729          $27,929       $279,291        $279,291

Depreciation and amortization of
property and equipment                    $8,283           $12,362          $12,362          $16,565        $24,724         $24,724

Compensatory element of stock and
warrant issuances
for selling, general and
administrative expenses                 $338,509          $166,728         $505,237         $677,018       $333,456      $1,010,474

Interest expense - other                $102,785           $50,626         $153,411         $287,503       $141,606        $429,108

Interest expense - related parties       $47,264           $23,279          $70,544          $96,061        $47,314        $143,375

</TABLE>

The following table presents information about the Company's business segments
for the three-month and six-month periods ended June 30, 2002:
<TABLE>
<CAPTION>


                                    For the three months ended June 30, 2002           For the six months ended June 30, 2002
                                 ---------------------------------------------------  ----------------------------------------------
                                 Boxing promotions       Media             Total      Boxing promotions    Media           Total
                                 ------------------ --------------- ----------------  ----------------- ------------  --------------
<S>                                   <C>                 <C>            <C>             <C>               <C>          <C>
Net revenue from external
customers                             $4,622,154          $666,367       $5,288,521      $11,026,336       $708,331     $11,734,667

Operating income                       ($578,918)         (274,765)       ($864,057)       ($555,647)     ($273,677)      ($829,325)

Amortization of signing bonuses           $8,816                 -           $8,816          $11,816              -         $11,816

Depreciation and amortization of
property and equipment                   $12,328            $6,072          $18,400          $19,866         $9,785         $29,650

Interest expense - other                $232,336          $114,434         $346,770         $328,527       $161,812        $490,339
</TABLE>
                                     Page 10
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

        Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 6. Segment Data, continued:

Foreign revenue disclosure

The Company had revenues from foreign sources in the amounts of approximately
$342,000 and $1,013,000 for the six months ended June 30, 2003 and 2002,
respectively. This foreign source revenue accounted for 52% and 63% of total
revenues for the six months ended June 30, 2003 and 2002, respectively. Foreign
source revenue is determined by the country from which the fight is broadcast.

Reconciliation of reportable segment operating loss to consolidated net loss

A reconciliation of reportable segment operating loss to the Company's
consolidated net loss for the three months and six months ended June 30, 2003
and 2002 is as follows:
<TABLE>
<CAPTION>
                                                    Three Months Ended June 30,        Six Months Ended June 30,
                                               ----------------------------------  ------------------------------
                                                      2003             2002              2003           2002
                                               ----------------- ----------------  --------------- --------------
<S>                                                 <C>                <C>            <C>              <C>
Operating income (loss)                             ($1,124,732)       ($864,057)     ($2,341,644)     ($829,325)
Other income                                                 40           14,285               40         22,805
Interest expense - other                               (153,411)        (346,770)        (429,108)      (490,339)
Interest expense - related parties                      (70,544)               -         (143,375)             -
Loss in disposition of fixed assets                           -          (80,143)               -        (80,143)
Financing costs paid
in stocks and warrants                                 (530,750)        (626,787)        (842,130)      (626,787)
                                               ----------------- ----------------  --------------- --------------
  Net loss                                          ($1,879,397)     ($1,903,472)     ($3,756,217)   ($2,003,789)
                                               ================= ================  =============== ==============
</TABLE>

Note 7. Notes And Loans Payable

The Company defaulted on its line of credit with a bank. Interest was payable at
an interest rate of 8.5% per annum. The credit line was secured by accounts
receivable, the Company's contracts with boxers, and personally guaranteed by
officers of the Company, which included a lien against real estate owned by the
President of the Company. Pursuant to an agreement with the bank dated February
20, 2003 the Company paid down the balance by $231,665 on March 10, 2003 and
agreed to a payment schedule for the remaining balance. The balance on this line
of credit at June 30, 2003, including accrued interest, amounted to
approximately $37,700.

The Company had a $200,000 credit line through another bank. During 2001, the
line of credit expired and the bank converted the then outstanding amount to a
note payable. The note is payable in 36 monthly principal payments of $5,549,
plus 6% interest per annum. The note is secured by assets of the Company and
personally guaranteed by certain stockholders of the Company. The balance on
this note at June 30, 2003, including accrued interest, amounted to
approximately $100,900.

During the six months ended June 30, 2003, the Company has repaid certain loans
which matured. It has also entered into various loan agreements with third
parties resulting in new or additional borrowings. These agreements have various
terms, with interest rates ranging from 5.5% to 25%, and maturities, extending
from one month to three years. The Company is in default of some of the
agreements. The combined principal balance outstanding as of June 30, 2003 is
indicated below:
<TABLE>
<CAPTION>
                                                    Balance at             Additional     Repayments or         Balance at
                                                    December 31            Borrowings       Adjustments         June 30, 2003
                                                  --------------------  ---------------  ----------------  ---------------------
<S>                                                        <C>                <C>               <C>                  <C>
Current portion of notes and loans payable                 $2,268,345         $975,384          $321,806             $2,921,923

Long-term portion of notes and loans payable                1,137,342          200,000            22,200              1,315,142
                                                  --------------------  ---------------  ----------------  ---------------------
                                                           $3,405,687       $1,175,384          $344,006             $4,237,065
                                                  ====================  ===============  ================  =====================
</TABLE>
                                     Page 11
<PAGE>

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

        Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 8. Notes Payable - Stockholders
During the six months ended June 30, 2003, the Company entered into various loan
agreements with its shareholders, resulting in additional borrowings, offset by
repayments. These agreements have various terms, with interest rates ranging
from 3% to 25%, and maturities, extending from one month to nine years. The
Company is in default of some of the agreements. The combined principal balance
outstanding as of June 30, 2003 is indicated below:
<TABLE>
<CAPTION>
                                                          Balance at         Additional      Repayments or         Balance at
                                                          December 31        Borrowings       Adjustments         June 30, 2003
                                                    -------------------- ------------------ ------------------- -------------------
<S>                                                         <C>               <C>               <C>                   <C>
Current portion of shareholders'
notes and loans payable                                     $234,461          $64,829           $76,829               $222,461

Long-term portion of shareholders'
notes and loans payable                                    2,180,983           13,600            (6,138)             2,200,721
                                                    -------------------- ------------------ ------------------- -------------------
                                                          $2,415,444          $78,429           $70,691             $2,423,182
                                                    ==================== ================== =================== ===================
</TABLE>
Note 9. Convertible Debt
From January 15, 2003 to March 18, 2003, the Company entered into note and
warrant agreements with various third parties for a combined total of $305,000
with interest due on the outstanding principal amount at the rate of 10% per
year, compounded annually. The notes shall be due on or before the earlier of
the one hundred fiftieth (150th) calendar day after the date of the note. In the
event the principal amount of these notes, together with accrued but unpaid
interest, are not paid on or before the one hundred fiftieth (150th) calendar
day after the date of the notes, the Holder shall be required to convert the
outstanding principal amount together with accrued but unpaid interest, into
that number of shares of the Company's common stock equal to the outstanding
principal amount together with accrued but unpaid interest, divided by
eighty-five percent (85%) of the five day average closing bid price of the
Company's common stock for the five trading day period immediately preceding the
one hundred fiftieth (150th) calendar day after the date of the notes.
Additionally, the Company issued 152,500 warrants to purchase shares of common
stock in connection with the notes at an exercise price of $.50 per share. The
warrants expire five years from their issuance date.

The Company recorded a deferred debt discount in the amount of $305,000 to
reflect the beneficial conversion feature of the convertible debt and the value
of the warrants. The beneficial conversion feature, was recorded pursuant to
Emerging Issues Task Force ("EITF") 00-27: Application of EITF No. 98-5,
"Accounting for Convertible Securities with Beneficial Conversion Features or
Contingently Adjustable Conversion Ratios," to certain convertible instruments.
In accordance with EITF 00-27, the Company evaluated the value of the beneficial
conversion feature and recorded this amount as a reduction to the carrying
amount of the convertible debt and as an addition to paid-in capital.
Additionally, the fair value of the warrants was calculated and recorded as a
reduction to the carrying amount and as addition to paid-in capital. The Company
is amortizing the discount over the term of the debt. Amortization of the debt
discount for the six months ended June 30, 2003 was approximately $638,000, and
this amortization is recorded as financing costs paid in stocks and warrants for
the value of the warrants and interest expense for the value of the beneficial
conversion feature. In addition, the Company amortized debt discount of $29,000
related to the expensing of deferred finance cost from the prior year during the
six months ended June 30, 2003.

The following reflects the balance of convertible debt and debt discount at June
30, 2003:
<TABLE>
<CAPTION>
                                          Convertible                                           Unamortized
                                             Debt                                               Debt Discount
                                         ----------------                                      ----------------
<S>                                            <C>                   <C>                             <C>
Balance at December 31, 2002                    $855,500     Unamortized discount
                                                             at December 31, 2002                     $348,991

                                                             Additional unamortized debt
Additional borrowings during                                 discount during six months
six months ended June 30, 2003                   305,000     ended June 30, 2003                       305,000
                                         ----------------                                      ----------------
                                               1,160,500                                               653,991
Less amount converted to equity
during the first six months ended                            Less amount amortized during
June 30, 2003 (1,225,914 number                              the first six months ended
of shares)                                     1,110,500     June 30, 2003                             637,991
                                         ----------------                                      ----------------
 Balance at June 30, 2003                        $50,000     Balance at June 30, 2003                  $16,000
                                         ================                                      ================
</TABLE>
                                     Page 12
<PAGE>

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

        Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 10. Stockholders' Deficiency

Common Stock

The Company has two classes of common stock authorized as of June 30, 2003.

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

A summary of shares required to be available as of June 30, 2003 is as follows:



                                   Number of Shares of Class A
                                        Common Stock Required
                                           to be Available
                                   --------------------------------
Common stock issued                                     10,768,991
Stock option plans                                         315,832
Warrants                                                 6,593,986
Common stock to be issued                                7,991,509
Preferred stock - Series A                               1,175,000
Preferred stock - Series B                              19,987,569
Preferred stock - Series C                               2,792,210
Consulting agreement                                       250,000
                                   --------------------------------
              Total                                     49,875,097
                                   ================================



On April 9, 2003, the Company borrowed $150,000 from a third party pursuant to a
promissory note. The note is short-term and accrues interest at 10% per annum.
Additionally, the Company agreed to issue 150,000 shares of Class A common stock
in connection with the note.

On April 25, 2003, the Company borrowed $20,000 from a third party pursuant to a
promissory note. The note is short-term and accrues interest at 10% per annum.
Additionally, the Company agreed to issue 20,000 shares of Class A common stock
in connection with the note.

Class B
The Company has 5,000,000 shares of its Class B, $ .01 common stock authorized
of which none were issued and outstanding as of June 30, 2003.

Preferred Stock

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

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

                                     Page 13
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

        Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 10. Stockholders' Deficiency, continued:
Preferred Stock, continued:

Series A Convertible Preferred Stock, continued:
The dividends are accruable if the Company does not amend its certificate of
incorporation to increase the number of Class A common stock available to allow
for the conversion of all of the Series A convertible preferred stock. As the
Company has not yet amended its certificate of incorporation, the Company has
accrued dividends of approximately $16,000 during the six months ended June 30,
2003, thereby increasing the total dividend arrearage to approximately $66,000
at June 30, 2003.

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

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

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

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

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

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

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

        Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 10. Stockholders' Deficiency, continued:

Warrants

Warrant activity for the six months ended June 30, 2003 was as follows:



                                                              Number of Shares
                                                             ------------------
Outstanding, December 31,  2002                                      5,921,486

Warrants issued in connection with
 convertible debt and notes payable                                    672,500
                                                             ------------------
Outstanding, June 30, 2003                                           6,593,986
                                                             ==================


Note 11. Commitments and Contingencies

Consulting Agreements

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

Employment Agreement

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

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

David Tua Agreements

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

                                     Page 15
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

        Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 11. Commitments and Contingencies, continued:
David Tua Agreements, continued:

The Company has recorded the fair value of the 1,500,000 original shares of
Company's stock to be issued of $1,065,000 on the date of the Sale Agreement as
an adjustment to deferred signing bonuses and common stock to be issued and is
amortizing the deferred signing bonus over the three year term of the related
Tua EPA. Amortization of deferred signing bonus under this agreement for the six
months ended June 30, 2003 included in the consolidated statement of operations
amounted to approximately $189,500.

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

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

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

                                     Page 16
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

        Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 11. Commitments and Contingencies, continued:

Lease Obligations

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



Year Ending December 31,               Annual Rent
   -----------------------            ----------------
                2003                          $64,314
                2004                           71,460
                2005                           80,107
                2006                           98,308
                2007                          100,028
             Thereafter                         8,482
                                      ----------------
                                             $422,699
                                      ================


Note 12. Related Party Transactions

During the six months ended June 30, 2003, the Company borrowed an aggregate
amount of approximately $441,000 from the President of the Company. During the
same period, the Company repaid approximately $101,000 to the President of the
Company. The amounts advanced to the Company by the President during the six
months ended June 30, 2003 have no specific terms, conditions, or maturities.

Note 13. Litigation

Investor Relation Services, Inc.

On May 13, 2002 the Company entered into agreements with Investor Relation
Services, Inc, ("IRSI") and Summit Trading Limited ("Summit") (collectively the
"Consultants") whereby the Consultants would provide certain investor and public
relations services. The agreement was intended to engage the Consultants to
provide one or more investor relations plans, as well as to provide assistance
in the coordination and execution of the agreed upon plan or plans. A plan would
include several types of services, as defined in the agreement. The agreement
was to have been effective for the period from May 13, 2002 through May 12,
2005. As compensation of the services, the Company was to issue the Consultants
2,631,580 shares of Class A common stock of the Company.

In August 2002, the Company terminated the contract for cause when IRSI was
deemed by the Company to be unable to fulfill its contractual obligations to the
Company when a principal of IRSI was indicted for securities fraud. In February
2003, Summit filed arbitration against the Company arising from the termination
by the Company of the agreement. On May 28, 2003, a mediation session was held
but was unsuccessful and did not result in a settlement. No arbitration date has
been scheduled.

While management is unable to predict the outcome of this matter and disputes
the validity of the claim, it has nevertheless adopted, in 2002, a conservative
position, for accounting purposes solely, of recording the value for the shares
that would have been issued. That value was determined at $3,236,843 by
multiplying the number of shares (2,631,580) contemplated to be issued by the
value of the common stock on the contemplated date of the agreement. That amount
was recorded as deferred consulting fees and common stock to be issued. The
Company is amortizing the deferred consulting fees over three years with
amortization expense of approximately $269,700 recorded for the six months ended
June 30, 2003 and reflected in compensatory element of stock issuances for
selling, general and administrative expenses in the condensed consolidated
statements of operations.

Buster Mathis, Jr.

In December 2001, Buster Mathis, Jr., a boxer, filed an action against CKP and
Mr. Kushner in the United States District Court, Southern District of New York
alleging fraud and unjust enrichment relating to a fight against Mike Tyson in
December 1995. In October 2002, a jury awarded Mr. Mathis $702,000 (including
interest at a rate of 9% per annum from December 16, 1995), and the Company
initially established a reserve of $702,000 during the quarter ended September
30, 2002.
                                     Page 17
<PAGE>

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

        Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 13. Litigation, continued:

Buster Mathis, Jr., continued:

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

As of May 18, 2003, the Company has paid $150,000 pursuant to the Mathis SA.
Until September 15, 2003, the Company has the option to satisfy $275,000 of the
settlement amount by issuing unrestricted shares of the Company's common stock
to Mr. Mathis ("Mathis Shares"). The number of Mathis Shares to be delivered
shall be an amount having the equivalent value of $275,000 plus accrued interest
("Share Value"), which value shall be based upon the average closing price of
shares of the Company's common stock as traded in the public market, for a
period of ten trading days prior to the effective date of a registration
statement covering such Mathis Shares. Upon receipt of the Mathis Shares, Mathis
has a period of 20 days to decide whether Mathis wishes to hold or sell the
Shares. On July 7, 2003, the Company paid an additional $122,500 pursuant to the
Mathis SA.

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

Other

On November 13, 2001, Golden Gloves (PTY) Limited, a boxing promoter based in
Johannesburg, South Africa ("Golden Gloves"), commenced a legal action in the
Supreme Court of the State of New York, County of New York against CKP and the
Company's President. Golden Gloves alleged that CKP breached an agreement to
share certain profits related to certain boxers. This matter has been settled in
accordance with a written agreement dated February 20, 2003 between the parties.
The details of the agreement are confidential, but they basically involved an
extended payout over two years. In the event of a default of this agreement, the
Company will be responsible for the full amount of any unpaid balance, interest
and legal fees. All amounts have been accrued for as of June 30, 2003.

In July 2002, CKP and Mr. Kushner agreed to a stipulation for judgment against
the Company's President by Zomba Recording Corporation ("Zomba") related to
amounts owed Zomba under an Amended and Restated Promissory Note dated August 2,
2001 in the amount of $762,876. Further, in August, 2002, the Company's
President executed a Mortgage Security Agreement granting a security interest in
an apartment property owned by the Company's President to Zomba. As of June 30,
2003, the unpaid balance owed to Zomba by CKP was approximately $267,000.

On August 23, 2002, the Company and a boxer agreed to settle a disputed matter
related to the sharing of certain profits between the boxer and the Company. The
Company had agreed to pay the boxer approximately $610,000, excluding amounts
previously paid, plus interest by April 30, 2003. On June 2, 2003, the Company
defaulted on the agreed upon settlement terms, and a judgment was entered in
favor of the boxer in the approximate amount of $610,000, less any principal
paid by the Company. There could be a material, adverse effect on our revenues,
profits, results of operations, financial condition and future prospects if the
Company is unsuccessful in securing financing to resolve this default. As of
June 30, 2003, the Company had accrued approximately $560,000 on its books as
the remaining liability to the boxer. On July 16, 2003, a restraining order was
placed in favor of the boxer against the Company that prohibited the sale,
transfer, assignment, or interference of the Company's property at a certain
financial institution until the judgment is satisfied or vacated.

                                     Page 18
<PAGE>

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

        Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 13. Litigation, continued:

Other, continued:

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

On July 16, 2003, SL Green Management, LLC ("SL Green") filed a Notice of
Petition, as managing agent for the Company's landlord, as a result of the
Company's failure to pay its rental obligations for its leased office space at
1414 Avenue of the Americas, Room 1402, New York, New York. SL Green is seeking
judgment for approximately $25,000 for rent in arrears and eviction of the
Company from the leased premises. The Company has, since July 16, 2003, paid
approximately $16,000 of its past rental obligations with SL Green.

In the normal course of business, the Company is involved in legal disputes
concerning contractual rights and breaches of contract related to its boxers and
the promotion of boxing events, certain service providers, and other issues. At
June 30, 2003, the Company had accrued an aggregate of approximately $171,000,
representing its estimated exposure from these legal disputes. There can be no
assurance that any future legal proceedings will not have a material adverse
affect on the Company.

Note 14. Major Customer

Revenue from a single customer accounted for approximately 52% of revenues for
the six months ended June 30, 2003, compared to 63% from another single customer
for the same period in 2002.

Note 15. Pro-Forma Basic and Diluted Earnings (Loss) Per Share

Pro-forma basic and diluted earnings (loss) per share reflects the earnings
(loss) available to each share of common stock outstanding during the period,
giving effect as if certain convertible preferred shares and common shares to be
issued (see Note 10) were actually outstanding during the period. Since common
stock equivalents such as options and warrants outstanding are antidilutive,
they are not included in the calculation of diluted earnings (loss) per share.

Note 16. Subsequent Events

From July 1, 2003 to August 19, 2003, the Company borrowed approximately $35,000
from various third parties pursuant to several promissory notes or loan
agreements. The notes are all short-term and accrue interest at various rates
per annum.

On July 24, 2003, the Company borrowed $75,000 from various third parties
pursuant to certain promissory notes. The note is short-term and accrues
interest at 6.5% per annum. Additionally, the Company agreed to issue 75,000
shares of Class A common stock in connection with the note.

On August 12, 2003, the Company borrowed $110,000 from a third party pursuant to
a promissory note. The note is short-term and accrues interest at 10% per annum.
Additionally, the Company issued 220,000 warrants to purchase shares of common
stock in connection with the note, at an exercise price of $.10 per share. The
warrants will expire five years from the date of issuance.

The Company has not paid the principal amount of $50,000, together with accrued
but unpaid interest, which were due on before the one hundred fiftieth (150th)
calendar day after the date of the notes, pursuant to the note and warrant
agreement entered on March 18, 2003. In August 2003, the Company converted this
debt into common stock to be issued, in accordance with the agreement.

On October 9, 2003, the Company borrowed $50,000 from a third party pursuant to
a promissory note. The note is short-term and accrues interest at 10% per annum.
Additionally, the Company issued 100,000 warrants to purchase shares of common
stock in connection with the note, at an exercise price of $.10 per share. The
warrants will expire five years from the date of issuance and contain piggyback
registration rights.

On October 17, 2003, the Company borrowed $50,000 from a third party pursuant to
a promissory note. The note is short-term and accrues interest at 10% per annum.
Additionally, the Company issued 25,000 warrants to purchase shares of common
stock in connection with the note, at an exercise price of $.60 per share. The
warrants will expire five years from the date of issuance and contain piggyback
registration rights.


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

        Notes to Condensed Consolidated Financial Statements (Unaudited)


Note 16. Subsequent Events, continued:

On December 1, 2003, the Company signed an agreement to issue warrants to one of
its employees. The warrants shall have a term of seven years, "cashless
exercise" feature and piggyback registration rights. The warrants shall be
subject to a two year vesting period, with warrants to purchase: 250,000 shares
of Common Stock at an exercise price of $.25 per share vesting immediately;
warrants to purchase 125,000 shares of Common Stock, at and exercise price equal
to 85% the closing bid price of the Company's shares of Common Stock (as
reported by Bloomberg Financial Markets on the OTC Bulletin Board or such other
United States stock exchange or public trading market which is at the time the
principal exchange for trading of the Common Stock) on the date of grant,
vesting at the beginning of the second year of employment; and warrants to
purchase 125,000 shares of Common Stock, at and exercise price equal to 85% the
closing bid price of the Company's shares of Common Stock (as reported by
Bloomberg Financial Markets on the OTC Bulletin Board or such other United
States stock exchange or public trading market which is at the time the
principal exchange for trading of the Common Stock) on the date of grant,
vesting at the beginning of the third year of employment.

During December 2003, the Company borrowed $190,000 from various third parties
pursuant to various promissory notes. The notes are short-term and accrue
interest at 10% per annum. Additionally, the Company issued 95,000 warrants to
purchase shares of common stock in connection with the note, at an exercise
price of $.60 per share. The warrants will expire five years from the date of
issuance and contain piggyback registration rights.

On December 9, 2003, the Company borrowed $50,000 from a third party pursuant to
a promissory note. The note is short-term and accrues interest at 10% per annum.
Additionally, the Company issued 25,000 warrants to purchase shares of common
stock in connection with the note, at an exercise price of $.50 per share. The
warrants will expire five years from the date of issuance and contain piggyback
registration rights.

On January 5, 2004, the Company borrowed $125,000 from a third party pursuant to
a promissory note. The note is short-term and accrues interest at 8%.

                                     Page 20
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Introduction and Certain Cautionary Statements

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

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

OVERVIEW

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

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

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

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

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

                                     Page 21
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION, continued:

CRITICAL ACCOUNTING POLICIES

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

Revenue Recognition

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

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

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

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

Impairment of Long-Lived Assets

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

Intangible Assets

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

ThunderBox trademarks and related contractual relationships along with
Heavyweight Explosion Series ("HWE") trademarks and related contractual
relationships represent intangible assets related to the Company's media assets
acquired as part of the Big Content acquisition (See Note 2) are amortized over
their estimated useful lives of 10 years, utilizing the straight-line method.
Video and television libraries acquired through the Big Content acquisition are
amortized over their estimated useful lives of 5 years, utilizing the
straight-line method.

                                     Page 22
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION, continued:

Income Taxes

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

COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 2003 AND JUNE 30, 2002

Revenues decreased by approximately $9,860,500, or 84%, from approximately
$11,735,000 for the six months ended June 30, 2002 to approximately $1,874,200
for the six months ended June 30, 2003. Contributing significantly to the
revenue decline is the number of televised events promoted during the six months
ended June 30, 2003 compared to the same period during the prior year. The
Company had relatively fewer premium cable licensing fees due to the expiration
of contracts with premium level boxers. In addition, the Company experienced a
decrease in activity from its talent command premium cable-licensing fees. If
the Company fails to raise substantial funds to allow it to invest in
premium-level boxing talent and to promote major boxing events, then it will
continue to experience revenue declines which will negatively impact future
operations.

Revenue from a single customer accounted for approximately 52% of revenues for
the six months ended June 30, 2003, compared to 63% from another single customer
for the same period in 2002. The loss of this single customer would have would
have a material impact on the Company's operations or prospects.

Cost of revenues, which comprises of media costs of approximately $431,000 and
boxing promotion costs of $1,275,000 for the six months ended June 30, 2003,
likewise decreased by approximately $9,234,000 to approximately $1,706,000 for
the six months ended June 30, 2003, compared to approximately $10,939,000
incurred for the six months ended June 30, 2002. The decrease in cost of
revenues is attributable to the lower dollar volume of events promoted by the
Company. For the six months ended June 30, 2003, the Company realized a gross
profit of 9%, compared to a gross profit of 7% for the same period in the prior
year. The Company believes that a downturn in foreign television market to
5-year lows, combined with a downturn in the U.S. advertising market without any
change to the cost of producing major events, were the primary factors
contributing to the lower gross profit of approximately $627,000 for the six
months ended June 30, 2003.

Cost of revenues for boxing promotions, as a percentage of revenues, increased
by approximately 15% to 105% during the first six months ended June 30, 2003,
compared to 90% for the same period in 2002. In media, cost of revenues, as a
percentage of revenues, decreased by approximately 85% to 66% during the first
six months ended June 30, 2003, compared to 151% for the same period in 2002.

The decline in gross profit by approximately $627,000 resulted from a number of
factors. The Company experienced higher costs than revenues were realized for a
number of reasons including the inability to develop a domestic distribution
outlet, lower sponsorship, and supporting certain programs, which yielded lower
revenues than costs incurred, but were necessary to promote brand recognition
and establishing a new television series. The following represents a comparison
of revenues, cost of revenues, and gross (loss) profit by segment for the six
months ended June 30, 2003 and June 30, 2002:
<TABLE>
<CAPTION>
                                             SIX MONTHS ENDED                  SIX MONTHS ENDED
                                                  JUNE 30,                          JUNE 30,
                                                    2003          % of total          2002          % of total
                                                ----------        ----------       -----------       ----------
<S>                                                <C>                     <C>      <C>                      <C>
REVENUES
   Boxing promotions                               $1,217,987              65%      $11,026,336              94%
   Media                                             $656,230              35%         $708,331              93%
                                               ---------------  ---------------  ---------------  ---------------
        TOTAL REVENUES                             $1,874,217             100%      $11,734,667             100%
                                               ---------------  ---------------  ---------------  ---------------
COST OF REVENUES
   Cost of revenues - boxing promotions            $1,275,126             105%       $9,870,640              90%
   Cost of revenues - media                          $430,463              66%       $1,068,500              40%
                                               ---------------  ---------------  ---------------  ---------------
      TORAL COST OF REVENUES                       $1,705,589              91%      $10,939,139              93%
                                               ---------------  ---------------  ---------------  ---------------
GROSS (LOSS) INCOME
   Boxing promotions                                 ($57,139)             -5%       $1,155,696              10%
   Media                                              225,767              34%         (360,168)            -51%
                                               ---------------  ---------------  ---------------  ---------------
        TOTAL GROSS PROFIT (LOSS)                    $168,628               9%         $795,528               7%
                                               ===============  ===============  ===============  ===============
</TABLE>
                                     Page 23
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION, continued:

COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 2003 AND JUNE 30, 2002, continued:

Selling, general and administrative expenses decreased by approximately $363,000
to approximately $911,000 for the six months ended June 30, 2003, from
approximately $1,275,000 for the same period last year. The Company recorded a
non-cash expense, classified as "compensatory element of stock and warrant
issuances for selling, general and administrative expenses", of approximately
$1,010,500 relating to the use of stocks and warrants for obligations due under
various consulting and employment agreements during the six months ended June
30, 2002 compared to approximately $134,900 for the same period in the prior
year.

The Company recorded approximately $842,100 in financing costs paid in stocks
and warrants for the six months ended June 30, 2003, compared to approximately
$626,800 during the same period in the prior year.

Interest expense (inclusive of related party and other amounts) increased by
approximately $82,000 from approximately $490,400 in the first six months of
2002 to approximately $572,500 for the six months ended June 30, 2003. This
increase is attributable to costs incurred related to the Company's incurrence
of approximately $839,000 of additional debt.

Depreciation and amortization expense for property and equipment decreased by
approximately $4,900 to approximately $24,700 for the six months ended June 30,
2003, from approximately $29,600 for the six months ended June 30, 2002.
Amortization expense of prepaid signing bonuses increased by approximately
$272,600 to $284,400 for the six months ended June 30, 2003, compared to $11,800
for the same period in the prior year. Amortization expenses for intangible
assets increased by $105,600 to approximately $279,300 for the six months ended
June 30, 2003, compared to $173,700 during the same period last year.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2003, CKB's cash's balance indicated an overdraft of $15,475
(reflected as a current liability on its balance sheet), compared to a balance
of approximately $782,000 at June 30, 2002.

Net cash used in operations was approximately $476,700 for the first six months
ended June 30, 2003, compared to net cash provided of approximately $1,704,500
for the same period in 2002. The significant change in cash from operations
results primarily from the net loss of approximately $3,756,200 incurred for the
first six months ended June 30, 2003, compared approximately $2,003,800 for the
same period last year. Approximately $1,010,500 of the net loss for the first
six months ended June 30, 2003 is the result of non-cash compensation, compared
to approximately $134,900 for the same period last year.

Net cash used in investing activities was approximately $941,400 for the six
months ended June 30, 2003 comprising of approximately $640,000 for prepaid
signing bonuses, $21,400 for payment of a security deposit and $280,000 for the
purchase of intangible assets, compared to net cash used in investing activities
of approximately $1,594,300 for the same period in the prior year. The net cash
used in investing activities of the Company in the six months ended June 30,
2002 was higher due to the acquisition of Big Content in 2002.

Net cash provided by financing activities was approximately $1,418,100 for the
six months ended June 30, 2003, compared to net cash provided of approximately
$609,400 for the same period in the prior year. The net cash used in financing
activities by the Company in the six months ended June 30, 2002 was higher due
to the purchase of intangibles in 2002.

The Company incurred a net loss of approximately $3,756,200 during the six
months ended June 30, 2003. In addition, the Company had a working capital
deficiency of approximately $9,233,500, and a stockholders' deficiency of
approximately $8,393,800 at June 30, 2003, and operating cash constraints that
raise substantial doubt about the Company's ability to continue as a going
concern.

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

                                     Page 24
<PAGE>

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION, continued:

LIQUIDITY AND CAPITAL RESOURCES, continued:

The Company is in default of several notes and loans payable in the aggregate
amount of approximately $1,650,000. The Company hopes to remedy these defaults
through additional borrowings, ownership contributions, and/or renegotiation of
existing terms and conditions of notes and loans payable in default. If the
Company is unable to cure these defaults, it may significantly impede the
Company's ability to raise additional funds and/or to conduct normal business
operations.

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

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

During the six months ended June 30, 2003, the Company had successfully obtained
external financing through private placements of convertible debt and other
short-term borrowings. The Company continues to explore sources of additional
financing to satisfy its current operating requirements and has adopted a plan
to address liquidity in several ways, including:

1) Continue to reduce operating costs;

2) Increase revenue by refocusing on existing properties and expand revenue base
(the Company is in the process of launching an advertising sales initiative in
Europe and expanding sponsorship sales in the United States);

3) Continue to pursue the promotion of premium level boxing events;

4) Pursue production partnerships and joint ventures. particularly with the
Company's ThunderBox series;

5) Pursue additional sources of debt and equity financing to satisfy its current
operating requirements; and

6) Continue to negotiate with existing debt holders to convert their notes into
equity.

Item 3. CONTROLS AND PROCEDURES

An evaluation was performed under the supervision and with the participation of
our management, including the chief executive officer, or CEO, and chief
financial officer, or CFO, of the effectiveness of the design and operation of
our disclosure procedures. Based on that evaluation, our management, including
the CEO and CFO, concluded that our disclosure controls and procedures were
effective as of June 30, 2003. There have been no significant changes in our
internal control over financial reporting in the second quarter of 2003 that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.

                                     Page 25
<PAGE>
                          PART II -- OTHER INFORMATION

Item 1. Legal Proceedings

Investor Relation Services, Inc.

On May 13, 2002 the Company entered into agreements with Investor Relation
Services, Inc, ("IRSI") and Summit Trading Limited ("Summit") (collectively the
"Consultants") whereby the Consultants would provide certain investor and public
relations services. The agreement was intended to engage the Consultants to
provide one or more investor relations plans, as well as to provide assistance
in the coordination and execution of the agreed upon plan or plans. A plan would
include several types of services, as defined in the agreement. The agreement
was to have been effective for the period from May 13, 2002 through May 12,
2005. As compensation of the services, the Company was to issue the Consultants
2,631,580 shares of Class A common stock of the Company.

In August 2002, the Company terminated the contract for cause when IRSI was
deemed by the Company to be unable to fulfill its contractual obligations to the
Company when a principal of IRSI was indicted for securities fraud. In February
2003, Summit filed arbitration against the Company arising from the termination
by the Company of the agreement. On May 28, 2003, a mediation session was held
but was unsuccessful and did not result in a settlement. No arbitration date has
been scheduled.

While management is unable to predict the outcome of this matter and disputes
the validity of the claim, it has nevertheless adopted, in 2002, a conservative
position, for accounting purposes solely, of recording the value for the shares
that would have been issued. That value was determined at $3,236,843 by
multiplying the number of shares (2,631,580) contemplated to be issued by the
value of the common stock on the contemplated date of the agreement. That amount
was recorded as deferred consulting fees and common stock to be issued. The
Company is amortizing the deferred consulting fees over three years with
amortization expense of approximately $269,700 recorded for the six months ended
June 30, 2003 and reflected in compensatory element of stock issuances for
selling, general and administrative expenses in the condensed consolidated
statements of operations.

Buster Mathis, Jr.

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

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

As of May 18, 2003, the Company has paid $150,000 pursuant to the Mathis SA.
Until September 15, 2003, the Company has the option to satisfy $275,000 of the
settlement amount by issuing unrestricted shares of the Company's common stock
to Mr. Mathis ("Mathis Shares"). The number of Mathis Shares to be delivered
shall be an amount having the equivalent value of $275,000 plus accrued interest
("Share Value"), which value shall be based upon the average closing price of
shares of the Company's common stock as traded in the public market, for a
period of ten trading days prior to the effective date of a registration
statement covering such Mathis Shares. Upon receipt of the Mathis Shares, Mathis
has a period of 20 days to decide whether Mathis wishes to hold or sell the
Shares. On July 7, 2003, the Company paid an additional $122,500 pursuant to the
Mathis SA.

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

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<PAGE>
Item 1. Legal Proceedings, continued:

Other

On November 13, 2001, Golden Gloves (PTY) Limited, a boxing promoter based in
Johannesburg, South Africa ("Golden Gloves"), commenced a legal action in the
Supreme Court of the State of New York, County of New York against CKP and the
Company's President. Golden Gloves alleged that CKP breached an agreement to
share certain profits related to certain boxers. This matter has been settled in
accordance with a written agreement dated February 20, 2003 between the parties.
The details of the agreement are confidential, but they basically involved an
extended payout over two years. In the event of a default of this agreement, the
Company will be responsible for the full amount of any unpaid balance, interest
and legal fees. All amounts have been accrued for as of June 30, 2003.

In July 2002, CKP and Mr. Kushner agreed to a stipulation for judgment against
the Company's President by Zomba Recording Corporation ("Zomba") related to
amounts owed Zomba under an Amended and Restated Promissory Note dated August 2,
2001 in the amount of $762,876. Further, in August, 2002, the Company's
President executed a Mortgage Security Agreement granting a security interest in
an apartment property owned by the Company's President to Zomba. As of June 30,
2003, the unpaid balance owed to Zomba by CKP was approximately $267,000.

On August 23, 2002, the Company and a boxer agreed to settle a disputed matter
related to the sharing of certain profits between the boxer and the Company. The
Company had agreed to pay the boxer approximately $610,000, excluding amounts
previously paid, plus interest by April 30, 2003. On June 2, 2003, the Company
defaulted on the agreed upon settlement terms, and a judgment was entered in
favor of the boxer in the approximate amount of $610,000, less any principal
paid by the Company. There could be a material, adverse effect on our revenues,
profits, results of operations, financial condition and future prospects if the
Company is unsuccessful in securing financing to resolve this default. As of
June 30, 2003, the Company had accrued approximately $560,000 on its books as
the remaining liability to the boxer. On July 16, 2003, a restraining order was
placed in favor of the boxer against the Company that prohibited the sale,
transfer, assignment, or interference of the Company's property at a certain
financial institution until the judgment is satisfied or vacated.

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

On July 16, 2003, SL Green Management, LLC ("SL Green") filed a Notice of
Petition, as managing agent for the Company's landlord, as a result of the
Company's failure to pay its rental obligations for its leased office space at
1414 Avenue of the Americas, Room 1402, New York, New York. SL Green is seeking
judgment for approximately $25,000 for rent in arrears and eviction of the
Company from the leased premises. The Company has, since July 16, 2003, paid
approximately $16,000 of its past rental obligations with SL Green.

In the normal course of business, the Company is involved in legal disputes
concerning contractual rights and breaches of contract related to its boxers and
the promotion of boxing events, certain service providers, and other issues. At
June 30, 2003, the Company had accrued an aggregate of approximately $171,000,
representing its estimated exposure from these legal disputes. There can be no
assurance that any future legal proceedings will not have a material adverse
affect on the Company.

                                     Page 27
<PAGE>
Item 2. Changes in Securities

From January 15, 2003 to March 18, 2003, the Company entered into note and
warrant agreements with 5 accredited investors for a combined total of $305,000
with interest due on the outstanding principal amount at the rate of 10% per
year, compounded annually. The notes shall be due on or before the earlier of
the one hundred fiftieth (150th) calendar day after the date of the note. In the
event the principal amount of these notes, together with accrued but unpaid
interest, are not paid on or before the one hundred fiftieth (150th) calendar
day after the date of the notes, the Holder shall be required to convert the
outstanding principal amount together with accrued but unpaid interest, into
that number of shares of the Company's common stock equal to the outstanding
principal amount together with accrued but unpaid interest, divided by
eighty-five percent (85%) of the five day average closing bid price of the
Company's common stock for the five trading day period immediately preceding the
one hundred fiftieth (150th) calendar day after the date of the notes.
Additionally, the Company issued 152,500 warrants to purchase shares of common
stock in connection with the notes at an exercise price of $.50 per share. The
warrants expire five years from their issuance date.

On April 9, 2003, we issued 150,000 shares of common stock to an investor in
consideration for loaning us $150,000.

On April 23, 2003, we issued 20,000 shares of common stock to an investor in
consideration for loaning us $20,000.

On May 29, 2003, we issued 400,000 warrants to purchase shares of our common
stock at an exercise price of $0.10 per share to an investor in consideration
for loaning us $200,000.

On June 6, 2003, we issued 120,000 warrants to purchase shares of our common
stock at an exercise price of $0.10 per share to an investor in consideration
for loaning us $60,000.

Item 3. Defaults Upon Senior Securities

During the first six months of 2003, there were no material defaults in the
payment of principal, interest, or any other material default with respect to
any indebtedness, nor has there been any arrearage in the payment of dividends
of any class of stock.

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

During the first six months of 2003, the Company did not submit any matters to a
vote of security holders.

Item 5. Other Information

The Company has no other information to report, which might otherwise be
reported under Form 8-K.

                                     Page 28
<PAGE>

Item 6. Exhibits and Reports on Form 8-K

(a) Exhibits required by Item 601 of Regulation S-B

31.1 Certification by Chief Executive Officer Officer pursuant to Sarbanes
-Oxley Section 302.

31.2 Certification by Acting Chief Financial Officer pursuant to Sarbanes -Oxley
Section 302.

32.1 Certification by Chief Executive Officer Officer and pursuant to 18 U.S. C.
Section 1350

32.2 Certification by Acting Chief Financial Officer and pursuant to 18 U.S. C.
Section 1350

(b) Current Reports on Form 8-K

On July 25, 2003, the Company filed a Form 8-K to report its changes in
Certifying Accountant.

                                     Page 29
<PAGE>
                                   SIGNATURES

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

CEDRIC KUSHNER PROMOTIONS, INC.





Date: January 10, 2004               /s/ Cedric Kushner
                                    -------------------------------------
                                    Cedric Kushner
                                    Chairman of the Board and
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)


Date: January 10, 2004               /s/ James DiLorenzo
                                    --------------------------------------------
                                    James DiLorenzo
                                    Executive Vice President and Treasurer
                                    (Principal Financial and Accounting Officer)



                                     Page 30