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Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-QSB

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

For the quarterly period ended September 30, 2007

Commission File Number 0-25563

CKRUSH, INC.

(Name of small business issuer in its charter)

Delaware


65-0648808(State or other jurisdiction of
incorporation or organization)


(I.R.S. Employer
Identification Number)


336 West 37thStreet
New York, NY 10018

(Address & Zip code of principal executive offices)

(212) 564-1111

(Issuer’s telephone number)

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

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

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 November 13, 2007, there were 12,585,921 outstanding shares of common stock, par value $0.01 per share.

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CKRUSH, INC. AND SUBSIDIARIES

INDEX
TO FORM 10-QSB

PagePART I


FINANCIAL INFORMATIONItem 1.


Financial StatementsCondensed Consolidated Balance Sheet at September 30, 2007 (unaudited) and December 31, 2006




3Condensed Consolidated Statement of Operations for the three and nine months ended September 30, 2007 and 2006 (unaudited)




4Condensed Consolidated Statement of Stockholders’ Deficiency for the nine months ended September 30, 2007 (unaudited)




5Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2007 and 2006 (unaudited)




6Notes to Condensed Consolidated Financial Statements (unaudited)




7Item 2.


Management’s Discussion and Analysis of Financial Condition and Results of Operation




19Item 3.


Controls and Procedures




24PART II


OTHER INFORMATIONItem 1.


Legal Proceedings




25Item 2.


Unregistered Sales of Equity Securities and Use of Proceeds




27Item 3.


Defaults Upon Senior Securities




27Item 4.


Submission of Matters to a Vote of Security Holders




27Item 5.


Other Information




27Item 6.


Exhibits




28SIGNATURESCERTIFICATIONS


2

---



PART I — FINANCIAL INFORMATION

Item 1.    FINANCIAL STATEMENTS

CKRUSH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET

September 30,
2007


December 31,
2006(Unaudited)AssetsCash



$
65,888




$
1,504,572Accounts receivable




1,011,330





1,000,037Prepaid expenses and other assets




36,969





26,034Film costs




470,302





1,165,005Property and equipment – net




89,534





78,582Websites – net




478,333Goodwill




813,049Cash – restricted










48,397Total Assets



$
2,965,405




$
3,822,627Liabilities and Stockholders’ DeficiencyAccounts payable and accrued expenses



$
4,648,488




$
4,645,642Accrued litigation and judgments payable




1,904,744





2,016,795Notes and loans payable, including accrued interest




2,097,004





2,536,147Due to related parties




93,591





89,692Deferred revenues




107,080





393,000Derivative liability










3,086,361Common stock to be issued




650,466





1,563,446Minority interest




4,690,723





5,232,441Commitments, Contingencies and Other MattersStockholders’ DeficiencySeries D, $.01 par value, authorized 399,752 shares, 399,752 shares issued and outstanding




3,998





3,998Series E, $.01 par value, authorized 14,000 shares, 760 and 940 shares issued and outstanding (liquidation preference of $273,744 and $338,544)




8





9Common stock, $.01 par value, authorized 300,000,000 shares 12,335,921 and 8,539,952 shares issued and outstanding




123,360





85,400Additional paid-in capital




55,740,712





47,666,752Accumulated deficit




(65,464,036
)




(60,122,397
)Deferred compensation




(1,545,733
)




(3,289,659
)Treasury stock, at cost – 10,479 shares of common stock




(85,000
)




(85,000
)Total Stockholders’ Deficiency




(11,226,691
)




(15,740,897
)Total Liabilities and Stockholders’ Deficiency



$
2,965,405




$
3,822,627


See notes to condensed consolidated financial statements

3

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CKRUSH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)

Three Months Ended
September 30,


Nine Months Ended
September 30,2007


2006


2007


2006Net revenues



$
50,451




$
1,539,845




$
986,297




$
1,615,315Operating costs and expensesCost of revenues




111,107





2,923,903





991,230





2,993,459Selling, general and administrative




1,678,626





3,177,753





5,454,010





11,393,798Depreciation and amortization




58,013





6,029





155,611





24,980Impairment charges




—





35,000





66,667





112,000Settlement costs










184,675











371,092Gain on sale of exclusive promotion agreements




—





—





—





(21,852
)1,847,747





6,327,360





6,667,518





14,873,477Loss from operations




(1,797,296
)




(4,787,515
)




(5,681,221
)




(13,258,162
)Other income (expenses)Interest and financing expense – net




(51,514
)




(41,838
)




(324,196
)




(409,840
)Interest expense – related parties




(1,287
)




(1,298
)




(3,899
)




(2,156
)Change in fair value of derivative liability




—





—





667,677





—Finance costs paid in common stock and warrants




—





—





—





(33,000
)Gain on settlement with related parties




—





—





—





1,478,845Other




—





25,112





—





25,112Minority interest




—





41,550





—





113,878(52,801
)




23,526





339,582





1,172,839Net loss



$
(1,850,097
)



$
(4,763,989
)



$
(5,341,639
)



$
(12,085,323
)Net loss per common share (basic and diluted)



$
(.15
)



$
(.56
)



$
(.47
)



$
(1.55
)Weighted average number of common shares outstanding (basic and diluted)




12,241,629





8,490,092





11,249,775





7,814,092


See notes to condensed consolidated financial statements

4

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CKRUSH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIENCY

Preferred Stock


Common Stock


Additional
Paid in
Capital


Accumulated
Deficit


Deferred
Compensation


Treasury Stock


Total
Stockholders’
DeficiencySeries D


Convertible Series EShares


Amount


Shares


Amount


Shares


Amount


Shares


AmountBalance – December 31, 2006




399,752




$
3,998





940




$
9





8,539,952




$
85,400




$
47,666,752




$
(60,122,397
)



$
(3,289,659
)




(104,784
)



$
(85,000
)



$
(15,740,897
)Issuance of common stock in connection with:conversion of Preferred Stock













(180
)




(1
)




18,000





180





(179
)
















—conversion of notes and loans payable

























474,662





4,747





811,823

















816,570private placements – net of expenses

























2,203,333





22,033





2,004,967

















2,027,000cashless exercise of warrants and options

























68,756





688





(688
)
















—settlements

























88,526





885





182,905

















183,790consulting arrangements

























400,000





4,000





1,006,000






(725,000)










285,000acquisition of Trisoft and AudioStreet

























400,000





4,000





796,000

















800,000financing fees

























10,000





100





14,900

















15,000retirement of CEO

























132,692





1,327





171,173

















172,500Compensation expense – employee stock options































629,375

















629,375Amortization of deferred compensation






































2,468,926










2,468,926Compensation expense – warrants issued for services































39,000

















39,000Reclassification of derivative liability































2,418,684

















2,418,684Net loss



































(5,341,639)













(5,341,639
)Balance – September 30, 2007


399,752



$
3,998





760




$
8



12,335,921


$123,360



$
55,740,712



$(65,464,036)


$(1,545,733)


(104,784)


$(85,000)



$
(11,226,691
)


See notes to condensed consolidated financial statements

5

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CKRUSH, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine Months Ended
September 30,2007


2006Cash Flows From Operating ActivitiesNet loss



$
(5,341,639
)



$
(12,085,323
)Adjustments to reconcile net loss to net cash used in operating activities:Depreciation and amortization




155,611





24,980Impairment charges




20,000Non-cash compensation expense




3,422,301





8,465,333Change in fair value of derivative liability




(667,677
)




—Accrued interest




192,853





149,447Accrued settlement costs




123,231





371,092Amortization of debt discount










132,422Gain on sale of promotional rights










(21,852
)Financing costs paid with stock and warrants










33,000Minority interest










(113,878
)Gain on settlement with related party










(1,478,845
)(Increase) decrease in operating assets:Accounts receivable




1,207





(1,162,997
)Film costs – net




674,703





2,057,779Prepaid expenses and other assets




(9,551
)




(51,461
)Restricted cash




48,397





99,757Increase (decrease) in operating liabilities:Accounts payable and accrued expenses




452,687





824,287Accrued litigation and judgments payable




(171,840
)




(55,776
)Deferred revenues




(285,920
)




225,000Net Cash Used In Operating Activities




(1,385,637
)




(2,587,035
)Cash Flows From Investing ActivitiesAcquisition of Trisoft and Audiostreet




(600,000
)Purchases of property and equipment




(17,829
)




(88,491
)Proceeds from sale of assets to former president










213,559Proceeds from sales of exclusive promotional agreements




—





140,000Net Cash (Used In) Provided By Investing Activities




(617,829
)




265,068Cash Flows From Financing ActivitiesProceeds from issuance of:common stock




939,500





952,710notes and loans payable




292,000





1,110,000production interests (minority interests)




139,194





1,775,394notes payable – related party










69,346Repayment of production interests




(680,912
)




(450,000
)Repayment of notes and loans payable – other




(125,000
)




(197,750
)Payment to related party – deferred settlement










(257,000
)Repayment of notes and loans payable – related parties




—





(45,093
)Net Cash Provided From Financing Activities




564,782





2,957,607Net (Decrease) Increase In Cash




(1,438,684
)




635,640Cash – Beginning of Period




1,504,572





57,533Cash – End of Period



$
65,888




$
693,173Supplemental Disclosures:Cash paid during the period for:Interest



$
—




$
68,499Income taxes



$
21,737.00




$
14,520Non-cash investing and financing activities:Issuance of common stock in connection with:conversion of notes and loans payable



$
816,570




$
1,016,720consulting arrangements




285,000





2,000,000settlement of other obligations




183,790cashless exercise of warrants




6,876common shares to be issued




1,312,500conversion Series E preferred stock




1,800





3,878acquisition of Trisoft and AudioStreet




800,000financing fees




15,000retirement of CEO




172,500Increase in minority interest and issuance of warrants and new note payble upon conversion of notes payable










140,500


See notes to condensed consolidated financial statements

6

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CKRUSH, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1.    Description of Business

Ckrush, Inc. and subsidiaries (the ‘‘Company’’) is an innovative entertainment and interactive media group at the forefront of the convergence of entertainment content with social media, online communities and digital technology. The Company produces feature films and other content and develops and maintains websites, including online communities, primarily geared towards young adults 18-34. The Company’s fully interactive online communities include ‘‘LiveMansion.com’’ (http://www.livemansion.com/), ‘‘AudioStreet.net’’ (http://www.audiostreet.net/) and ‘‘MixStreet.net’’ (http://www.mixstreet.net/). Ckrush’s feature film productions include ‘‘Beer League,’’ starring Artie Lange; ‘‘National Lampoon’s TV the Movie,’’ starring Steve O and Wee Man of ‘‘Jackass’’ fame; and ‘‘National Lampoon’s Pledge This,’’ starring Paris Hilton. Ckrush services also include website design, development, hosting, advertising and media placement.

Note 2.    Basis of Presentation

The Company has incurred net losses of $5.3 million during the nine month period ended September 30, 2007, and $11.8 million and $7.7 million during the years ended December 31, 2006 and 2005, respectively. In addition, the Company is not in compliance with substantially all of its outstanding notes and loans payable including unpaid interest and may not be in compliance with certain of its past settlements including legal judgments. Further, the Company had a stockholders’ deficiency of $11.2 million at September 30, 2007. Historically, the Company has successfully obtained external financing through short-term borrowings and private placements of equity and convertible debt and thus, the Company hopes to remedy these possible defaults through additional borrowings, conversion of existing debt to equity, ownership contributions, and/or renegotiation of existing terms and conditions of certain of its obligations. However, if the Company’s lenders are unwilling to continue to refrain from demanding compliance by the Company to payment terms for its indebtedness, it may significantly impede the Company’s ability to raise additional funds and/or to conduct normal business operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern and the accompanying consolidated financial statements do not include any adjustments related to the recoverability or classification of asset carrying amounts or the amounts and classification of liabilities that may result should the Company be unable to continue as a going concern.

The Company is taking actions to address liquidity in the following ways:

| |   |                                                                                           
| | - | ------------------------------------------------------------------------------------------
| | • | continuing to negotiate with existing creditors to convert their indebtedness into equity;

| |   |                                                                                          
| | - | -----------------------------------------------------------------------------------------
| | • | developing additional sources of financing to satisfy our current operating requirements;

| |   |                                                                                                                                              
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------
| | • | entering into new initiatives to develop and acquire additional internet websites in order to deliver unique viewers for commercial purposes;

| |   |                                                                                    
| | - | -----------------------------------------------------------------------------------
| | • | produce and distribute film properties as well as other entertainment projects; and

| |   |                                                                      
| | - | ---------------------------------------------------------------------
| | • | pursuing production partnerships and joint ventures to fund projects.

There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity. The lack of additional capital resulting from the Company’s 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 the Company’s business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders.

The accompanying interim consolidated financial statements of the Company are unaudited, but in the opinion of management, reflect all adjustments, consisting of normal recurring accruals, necessary for

7

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CKRUSH, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (continued)(Unaudited)

a fair presentation of the results for the interim period. Accordingly, they do not include all information and notes required by generally accepted accounting principles for complete financial statements. The results of operations for interim periods are not necessarily indicative of results to be expected for the entire fiscal year or any other period. These interim consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes for the year ended December 31, 2006 filed on Form 10-KSB on April 5, 2007.

All common share amounts have been retroactively restated for the reverse-split of the Company’s outstanding common stock on one-for-ten basis as of October 9, 2007. (See Note 9)

Note 3.    Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of Ckrush, Inc. and all of its majority-owned and controlled subsidiaries, with a provision for minority interests. The Company reviews its relationships with other entities to identify whether it is the primary beneficiary of a variable interest entity (‘‘VIE’’). If the determination is made that the Company is the primary beneficiary, then the entity is consolidated in accordance with Financial Accounting Standards Board (‘‘FASB’’) Interpretation No. (‘‘FIN’’) 46, ‘‘Consolidation of Variable Interest Entities’’. The Company accounted for its investment in joint ventures under the consolidation method of accounting since the Company provided all funding and exercised significant control. All inter-company accounts and transactions have been eliminated in consolidation.

Revenue Recognition

Revenues from the sale or licensing of films are recognized upon meeting all recognition requirements of Statement of Position (SOP) 00-2 ‘‘Accounting by Producers or Distributors of Films’’. Revenue from sales to distributors is recognized when access to the feature has been granted or delivery has occurred, as required under the sales contract, and the right to exploit the feature film has commenced.

Revenue related to website development activities is recognized as services are provided. Therefore the consolidated financial statements take into account the revenue earned to date on contracts not yet completed as estimated by management. Advertising and hosting revenues are recognized ratably over the period benefited.

Website Development Expenses

The Company’s websites are comprised of various features, which contribute to their overall functionality. The Company will capitalize costs incurred for the production of computer software that generates the functionality once technological feasibility is established and it is determined that such costs should be recoverable against future revenues. Website development costs incurred prior to the determination that the product is technologically feasible, as well as maintenance costs for established products, are expensed as incurred. As of September 30, 2007, the Company has not capitalized any costs incurred for LiveMansion.com and has not earned significant revenues related to the site. The Company’s other sites were acquired in February 2007 in the transaction described in Note 4.

Stock Based Compensation

The Company follows the provisions of Statement of Financial Accounting Standards No.123R, Share-Based Payment (SFAS 123R), which revised SFAS 123, Accounting for Stock-Based Compensation and supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock

8

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CKRUSH, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (continued)(Unaudited)

Issued to Employees (APB 25). SFAS 123R requires that new, modified and unvested share-based payment transactions with employees, such as stock options and restricted stock, be recognized in the financial statements based on their fair value and recognized as compensation expense over the requisite service period. The Company adopted SFAS 123R effective January 1, 2006. The implementation of FAS No. 123 (R) has resulted in non-cash compensation charges of $210,000 and $629,000 for the three and nine months ended September 30, 2007, respectively, and $210,000 and $4.4 million for the three and nine months ended September 30, 2006. The non-cash charge in nine month period ended September 30, 2006 was principally the result of awarding immediately vested options in the February and June 2006.

Income Taxes

The Company accounts for income taxes under the asset and liability method using SFAS No. 109, ‘‘Accounting for Income Taxes.’’ Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

The tax effects of temporary differences that gave rise to the deferred tax assets and deferred tax liabilities are primarily attributable to net operating loss carry-forwards. Since the Company has a history of losses, a full valuation allowance has been established. In addition, utilization of net operating loss carry-forwards are subject to a substantial annual limitation due to the ‘‘change in ownership’’ provisions of the Internal Revenue Code. The annual limitation may result in the expiration of net operating loss carry-forwards before utilization.

Loss per share

Loss per common share is based upon the weighted average number of common shares outstanding during the year. Diluted loss per common share is the same as basic loss per share, as the effect of potentially dilutive securities (options – 3,170,000 (2007) and 3,184,900 (2006) and warrants 4,888,496 (2007) and 3,069,398 (2006)) are anti-dilutive.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates relate to ultimate revenue and costs for investment in films, provision for doubtful accounts, income taxes and accruals for contingent liabilities; and impairment assessments for investment in films and other projects, property and equipment, and intangible assets. Actual results could differ from such estimates.

9

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CKRUSH, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (continued)(Unaudited)

Recently Issued Accounting Pronouncements

SAB 108

In September 2006, the SEC staff issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108). SAB 108 was issued in order to eliminate the diversity in practice surrounding how public companies quantify financial statement misstatements. SAB 108 requires that registrants quantify errors using both a balance sheet and income statement approach and evaluate whether either approach results in a misstated amount that, when all relevant quantitative and qualitative factors are considered, is material. The Company has considered SAB 108 to be not material.

SFAS 157

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157). SFAS 157 provides a common definition of fair value and establishes a framework to make the measurement of fair value in generally accepted accounting principles more consistent and comparable. SFAS 157 also requires expanded disclosures to provide information about the extent to which fair value is used to measure assets and liabilities, the methods and assumptions used to measure fair value, and the effect of fair value measures on earnings. SFAS 157 is effective for the Company’s year end 2008, although early adoption is permitted. The Company is assessing the potential effect of SFAS 157 on its financial statements.

Note 4.    Acquisition of Trisoft Media, Inc. and AudioStreet, Inc.

On February 5, 2007, the Company entered into and completed an agreement to acquire the businesses and certain assets of Trisoft Media, Inc. and AudioStreet, Inc. including two online community websites that focus primarily on music and music-based content.

The acquired businesses consist of website design, development, hosting, advertising and media placement. The principal assets acquired consist of the websites AudioStreet.net and MixStreet.net. The Company had no material relationship with the selling companies Trisoft Media, Inc. and AudioStreet, Inc. or their shareholders. However, the Company had previously retained Trisoft to provide website design and development services and hosting for our LiveMansion.com website.

The purchase price for the assets of $1.4 million consisted of a cash payment of $600,000 plus the issuance of 4 million shares of common stock to the shareholders of the selling corporations and their agent and $49,000 in direct acquisition costs. The purchase consideration has been allocated to the estimated fair values of the assets acquired and liabilities assumed as follows:

Total


LifeAccounts receivable



$
12,500Equipment




12,000Security deposit




2,000Amortizable intangible assets –Websites and related registered users




615,000



3 yearsGoodwill




813,000Total assets acquired




1,454,500Liabilities assumed




(5,000
)Net assets acquired



$
1,449,500


The results of operations of the acquired businesses are included in the results of the Company since the date of acquisition. Pro forma results of operations for 2007 and 2006 are not presented as the impact of the acquisition on the Company’s results of operation prior to the acquisition was not material.

10

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CKRUSH, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (continued)(Unaudited)

Note 5.    Film Costs and Minority Interests

Film costs consist of production costs ($470,000) forTV: the Movie, which was released principally for the home marketplace and management anticipates that the costs will be fully amortized within the next operating cycle. The reduction in film costs during the nine months ended September 30, 2007 of $675,000 relates to the amortization of theTV: the Movieproduction costs to cost of sales.

In July 2006, the Company announced that it would produce ‘‘LiveMansion: The Movie’’ which will be cast online by members of the LiveMansion.com social networking community. To assist in the financing of the movie, the Company sold minority ownership interests for which to the extent of available cash flow from the film, the investors are entitled to a return of 100% of the purchase price plus a 20% preferred return. The Company received approximately $1.1 million, net of expenses for the interests sold, including $139,000 received in 2007. The Company is permitted to use the proceeds from the sale of minority interests for working capital purposes prior to use for production of the film. As of September 30, 2007, the Company utilized approximately $823,000 for working capital needs and used $320,000 in the promotion of the film project.

During 2005 and 2006, the Company through a private placement offering pursuant to which two of the Company’s subsidiaries sold and issued an aggregate of approximately 86 units of revenue participation rights (‘‘RPRs’’) in film projects for an aggregate purchase price of approximately $5.5 million representing a minority ownership interests in the subsidiaries. To the extent of available cash flow from the Company’s subsidiaries, the RPRs entitle the investors to a return of 100% of their respective purchase price plus a 20% preferred return and an aggregate 15% interest in the residual cash flow.

As of September 30, 2007, the holders of the RPR units related to theBeer LeagueandTV: the Movieprojects were repaid $1.1 million, of which $681,000 was paid in February 2007 and $111,000 was paid in the quarter ended September 30, 2007, from advances received from the domestic and foreign distributors of the film projects. The payments to the holders were recorded as a reduction of the ‘‘Minority Interest’’ included in the accompanying consolidated balance sheet. In accordance with agreements from the distributors of these films, the Company is scheduled to receive approximately $700,000 before December 31, 2007 which will be principally available for distribution to the RPR holders.

The Company has guaranteed the repayment of one investor’s investment of $2.7 million in the RPR’s plus its preferred return of $540,000. The investor has the right to enforce the guaranty at any time commencing in June 2007, or earlier under certain circumstances. The Company also granted the investor a security interest in the Company’s rights and interests in the related film projects and to escrow a maximum of 900,000 shares of its common stock as further security for repayment of the obligation. In the opinion of management, the future revenue streams from the films produced through the financing from this private placement indicate that it is unlikely that the investor will be fully repaid from the films’ cash flow and the Company is in discussions with the investor as to the means to liquidate the obligation which is approximately $2.7 million as of September 30, 2007.

During June 2005, the Company entered into a joint venture operating agreement for the purpose of arranging, developing and producing film, television, music, publishing and related properties to be acquired by the joint venture including certain properties contributed by the other joint venture partner. The Company was required to make capital contributions of $748,000 over a 2 year period, of which the Company contributed $401,000 through September 30, 2007, net of repayments of $98,000.

During 2006, the Company and the joint venture partner entered into negotiations in order to adjust the capital contribution requirement and net income allocations, among other matters. In March 2007, the Company and a principal of the joint venture partner agreed subject to the consent of the other principal to allow for a reduction in the monthly funding obligations by the Company retroactive to

11

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CKRUSH, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (continued)(Unaudited)

October 1, 2006 and agreed to a new recoupment formula. As of June 30, 2007, the Company, in accordance with the terms of the original operating agreement terminated its participation in the venture and, accordingly, the termination resulted in an impairment loss of $20,000.

In 2004, the Company and other parties entered into an agreement to form and become members of Pledge This Holdings, LLC (‘‘PTH’’). PTH was formed to finance, produce and distribute a feature-length motion picture.  In order to induce a group of investors to invest in and make other accommodations to PTH, as well as, in partial consideration of its then 22.5% membership interest in PTH, the Company entered into an agreement to guarantee the repayment of the investors’ investment of $1 million if not recouped on or before June 30, 2005 and to pay interest on the investment at the rate of 12.4%. As further consideration, the Company issued, in 2004, 1,000,000 shares of its common stock, fair valued at $510,000. In connection with PTH obtaining additional financing, in 2005, the Company’s membership interest was reduced to 10% and another investor agreed to participate in the guarantee of the aforementioned $1 million investment to a maximum of 80%. Prior to 2007 the Company paid to the investors $1,800,000 (of which 750,000 shares were issued in lieu of cash) for interest on the investment and PTH repaid $420,000 from proceeds from the sale of domestic distribution rights for the film. In February, 2007, the investors received $600,000 in full settlement of the investment from PTH and the Company issued 768,306 shares of its common stock in full settlement of the interest due amounting to $144,000.

Note 6.    Accrued Litigation and Judgments Payable

Designscape

In April 2005 Designscape, Inc. filed an action in New York State Supreme Court against the Company and a former officer/director, alleging breach of contract and misrepresentations with respect to an alleged oral agreement to provide goods and services in connection with the production and staging of a television series and seeking approximately $550,000 and unspecified damages. In September 2006, the Company and Designscape agreed to settle the matter. On September 18, 2006, the Company agreed to pay Designscape $300,000 in installments through March 31, 2009 with interest at 9% accumulating on unpaid balance from September 25, 2005 payable on September 30, 2009. The Company is in compliance with the agreement and as of September 30, 2007, the Company’s obligation amounted to $222,000, including accrued interest.

Dewayne Layfield

In April 2005, Dewayne Layfield, a holder of a note payable from a former subsidiary of the Company, arising from a previous settlement agreement, instituted a second arbitration proceeding against the Company seeking to recover $172,000 plus attorneys’ fees and costs. In September 2006, the Company and Layfield entered into a settlement agreement in which the Company agreed to pay Layfield $170,000 in four payments from October 2006 through August 2007. The Company has made all the required payments and is awaiting a release.

Shane Mosley

In November 2005, the Company and the Company’s former President entered into a settlement agreement with Shane Mosley, a boxer, related to a judgment in connection with an unpaid boxing purse. The Company agreed to pay $565,000 to Mosley in installments out of 60% of the net profits from any boxing events promoted or co-promoted by the Company (retroactively to September 2005) plus accrued interest. In addition, the Company was entitled to a $100,000 credit against the above settlement amount, contingent upon the transfer and assignment of the Company’s rights to the Mosley Video Library. Any amounts unpaid by December 31, 2008 were to be immediately due.

12

---



CKRUSH, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (continued)(Unaudited)

In December 2006, Mosley filed a motion to restore the judgment as a result of a breach of the settlement because of alledged non compliance to the settlement including the decision to exit the boxing business. On September 26, 2007, after a hearing on the merits, the United States District Court found in favor of Mosley and entered a judgment in the amount of $529,368 against the Company. On October 5, 2007, the Company entered into a settlement agreement with Mosley in which the Company was required to pay $250,000 by October 12, 2007 or be subject to the full judgment amount plus interest, past legal fees of $75,000 and future legal fees. In addition, the Company and the Company’s former President agreed to waive any indemnification or contribution rights against the other related to this matter, if the Company made the required payment to Mosley on time.

On October 12, 2007, the Company made the required payment of $250,000 from the proceeds of short-term bridge loans and is awaiting a general release. As consideration for the short-term loans the Company will issue 125,000 shares of its common stock.

Prior to September 30, 2007, the Company had recorded as a liability $565,000 for this matter. As a result of the Company’s compliance with the settlement in October 2007, the Company will record a gain of $315,000 in the fourth quarter 2007.

First Equity

In June 2005, First Equity Capital Corporation (‘‘First Equity’’) filed an action against the Company in state court in Florida, alleging that the Company breached an unsigned agreement pursuant to which the Company allegedly hired First Equity to provide certain services. First Equity alleges that the Company is obligated to pay First Equity $1.5 million and to issue First Equity up to 4 million registered shares of common stock. In December 2005, William Nichols & Associates, Inc. (‘‘Nichols’’) and Norman Brodeur filed a motion to intervene alleging that First Equity, acting as an agent for the Company, engaged Nichols to raise capital on behalf of the Company and was entitled to $250,000 of First Equity’s fee and 3 million of the shares of stock claimed by First Equity. This motion was granted in March 2006.

The Company has filed answers denying any liability to First Equity and Nichols and raised numerous affirmative defenses. The Company is in the process of taking discovery in these matters and intends to vigorously defend.

National Sports Partners

In May 2003, National Sports Partners (‘‘NSP’’), the owner of Fox Sports Net Broadcast Service, commenced an action in California against us to collect approximately $239,000 for advertising time and production fees and costs for airing boxing events on Fox, plus interest, costs and attorney fees. In August 2004, the Company reached an agreement with NSP in which NSP agreed to forbear from further action against us in exchange for full payment over time of $239,000, plus deferred interest. The Company paid only $65,000 of such amount. In November 2006, NSP was awarded a judgment in the amount of $256,000 plus interest. As of September 30, 2007, the Company’s recorded liability for this matter is $191,000, including accrued interest.

Golden Gloves (PTY) Limited

On November 13, 2001, Golden Gloves (PTY) Limited, a boxing promoter based in Johannesburg, South Africa, commenced an action against the Company and our former President, alleging that the Company breached an agreement to share certain profits related to certain boxers. In February 2003, the Company agreed to pay $580,000 which is included in accrued litigation and judgments payable as of September 30, 2007 since the Company has not made any payments pursuant to the settlement agreement.

13

---



CKRUSH, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (continued)(Unaudited)

J.P. Morgan Chase & Company

On January 13, 2004, J.P. Morgan Chase & Company (‘‘Chase’’) obtained a judgment in the amount of $95,000 against the Company’s former President and the Company in connection with the Company’s default on an outstanding note. In May 2004, Chase agreed to allow the Company to pay the outstanding principal amount, plus interest at 4% per annum, in 60 monthly payments of $2,000 each, in exchange for forbearance on any additional efforts to collect upon the unsatisfied portion of the balance. The balance on this obligation at September 30,2007 amounted to $87,800, including accrued interest. The Company is not in compliance with the terms set forth in the forbearance agreement.

Other

There are other matters in which the Company has entered into settlements in prior years for which the Company has not made the required payments. In the opinion of management, on the advice of counsel, the Company has made adequate provision for potential liabilities, if any, arising from litigation settlements and other claims arising from the above matters. As of September 30, 2007, the Company had accrued $1.9 million, with respect to such matters. However, the costs and other effects of pending or future litigation, governmental investigations, legal and administrative cases and proceedings (whether civil or criminal), settlements, judgments and investigations, claims and changes in those matters (including those matters described above), and developments or assertions by or against the Company relating to contractual rights related to boxers and the promotion of boxing events, intellectual property rights and intellectual property licenses, could have a material adverse effect on the Company’s business, financial condition and operating results.

Note 7.    Notes and Loans Payable

Notes and loan payable includes accrued interest (6.94% – weighted average) of $420,000. During the nine months ended September 30, 2007, the holders of $708,000 of notes payable, including accrued interest, allowed the Company to convert the indebtedness into 474,662 shares of common stock.

During the nine months ended September 30, 2007 the Company borrowed $117,000 from the consultant discussed in Note 8. The note is payable on demand without interest.

The Company is not in compliance with the payment terms for substantially all of the notes and loans payable including unpaid interest.

Note 8.    Related Party Transactions

Due to related parties at September 30, 2007 includes the Company obligations to the Company’s CEO and President arising from a loan provided in a prior year, including accrued interest. The loan is unsecured, has no specific terms, conditions or maturities.

During the three months ended September 30, 2007, the Company provided website, hosting and graphic design services to a client for which our Executive Vice President and Chief Financial Officer also serves as the client’s Chief Financial Officer. A consultant to the Company is also a significant stockholder of the client. The Company was paid $90,000 for these services including a prepayment as of September 30, 2007.

Note 9.    Stockholders’ Deficiency

On January 25, 2007, at a special meeting of the stockholders, the stockholders approved the following:

| |   |                                        
| | - | ---------------------------------------
| | • | Ckrush, Inc. 2006 Stock Incentive Plan;

| |   |                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | • | An amendment to the Company’s Certificate of Incorporation (as amended) to Increase the authorized shares of the Company’s common stock from 100 million 300 million shares;

14

---



CKRUSH, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (continued)(Unaudited)

| |   |                                                                               
| | - | ------------------------------------------------------------------------------
| | • | A reverse stock split of the Company’s outstanding shares of common stock; and

| |   |                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------
| | • | An amendment to the Company’s Certificate of Incorporation (as amended) to create staggered three-year terms for the Board of Directors.

Effective at 5:00 PM EDT on October 9, 2007, the Company effected a reverse stock split of its outstanding common stock on a one-for-ten basis. All common share amounts have been retroactively restated for the reverse split.

Common Stock

During the nine months ended September 30, 2007, the Company issued 23,000 shares of common stock in connection with a private placement at $1 per share together with warrants to purchase 23,000 shares of common stock at $1 per share for $225,000. The Company also issued 120,000 shares of common shares related to the same offering which had begun in the prior year. As of December 31, 2006, the net proceeds from these transactions were classified as ‘‘obligations for common stock to be issued’’, in accordance with the subscription agreement which allowed for the delay in the issuance of the shares subject to the above mentioned approval by the Company’s stockholders of an increase in the authorized number of shares. In addition, during April 2007, the Company issued 73,334 shares of common stock in connection with a private placement at $1.50 per share together with warrants to purchase 36,667 shares of common stock at $1.50 per share.

In July 2007, the Company initiated a private offering of units consisting of shares of common stock and warrants to purchase its common stock at an offering price of $25,000 per unit for up to 42.5 units plus an over-allotment option of .8 units. Each unit consisted of 25,000 shares of common stock and warrants to purchase 12,500 shares The warrants have an exercise price of $1 per share are exercisable for cash for a period of three years. The terms of the offering provided that the first $1.5 million of net proceeds raised were immediately available to the Company for working capital purposes. The next $2.5 million of net capital was to be held in escrow by counsel to the Company to be released upon the Company obtaining written agreements from creditors to settle such claims such that the Company’s liabilities would be reduced by at least 60% in exchange for not more than $2,500,000 plus shares and any other non-cash consideration. The liability reduction requirement was reduced pro rata if less than $4,000,000 of net capital was raised. The proceeds from the over-allotment option, if any, were to be available for working capital, if exercised. The shares, including those exercisable upon exercise of the warrants, are subject to piggyback registration rights. As of September 30, 2007, the Company received $630,000, net of fees, in connection with the offering and terminated the offering.

The Company has outstanding stock options, warrants, convertible securities and other contingent obligations, all of which could require the Company to issue common stock in a number which exceeded the authorized amount prior to an increase approved by the shareholders. In accordance with Emerging Issues Task Force Issue 00-19 (‘‘EITF 00-19’’), ‘‘Accounting for Derivative Financial Instruments Indexed To, and Potentially Settled in, a Company’s Own Stock’’, the lack of a sufficient number of authorized shares to meet the Company’s obligations to issue common shares resulted in a requirement to account for certain of the Company’s outstanding securities as liabilities. Accordingly, during 2006 and through January 25, 2007, the Company reclassified certain outstanding warrants and options as derivative liabilities for financial statement reporting, which were marked to fair value periodically pursuant EITF 00-19. The Company valued these options and warrants utilizing the Black-Scholes method of valuation resulting in a reclassification from stockholders’ equity of $3.2 million as of December 31, 2006, and, during 2007, the Company recorded a non-cash gain of $668,000 to reflect the associated change in fair value of the warrants during the period. In January 2007, as a result of the stockholder approval of the increase in authorized number of common shares, the liability was reclassified to equity.

15

---



CKRUSH, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (continued)(Unaudited)

Warrants

A summary of warrant activity for the three months ended September 30, 2007 and 2006 is as follows:

2007


2006Number of
Warrants


Weighted
Average
Exercise Price


Number of
Warrants


Weighted
Average
Exercise PriceBalance – beginning of period




4,472,149




$
2.10





3,005,137




$
2.60Issued




772,767





1.00





580,000





1.70Exercised – cashless




(230,000
)




1.30





(250,000
)




1.00Expired




(126,419
)




6.00





(265,739
)




3.30Balance – end of period




4,888,497




$
1.30





3,069,398




$
2.70


Stock Options

Stock option share activity and weighted average exercise price under these plans for the three months ended September 30, 2007 and 2006 is as follows:

2007


2006Number of
Options


Weighted
Average
Exercise Price


Number of
Options


Weighted
Average
Exercise PriceBalance – beginning of period




3,184,900




$
1.70





29,900




$
10.90Issued
















3,155,000





1.70Expired




(14,900
)




14.30Balance – end of period




3,170,000




$
1.70





3,184,900




$
1.70


Note 10.    Income Taxes

At December 31, 2006, the Company had net operating loss carry forwards for Federal tax purposes of approximately $48 million, which are available to offset future taxable income, if any, through 2025. Under Federal Tax Law IRC Section 382, certain significant changes in ownership of the Company, including the reverse merger transaction of 2002, may restrict the future utilization of these tax loss carry forwards.

Note 11.    Segment Data

SFAS No. 131 ‘‘Disclosures about Segments of an Enterprise and Related Information’’ requires the Company to make certain disclosures about each reportable segment. The Company’s reportable segments are determined based on the distinct nature of their operations and each segment is a strategic business unit that offers different products and services and is managed separately. SFAS No. 131 defines operating segments as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker in deciding how to allocate resources and in assessing performance.

The Company has two reportable segments: entertainment and digital media. The entertainment segment activities consist of development and production of digital and filmed content for global distribution to all media platforms including the internet. The digital media segment includes our activities related to the development and maintenance of websites, online communities and technology platforms that allow users to electronically create and publish content, including video, share that content with others and/or connect with others based upon common interests. In prior years the

16

---



CKRUSH, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (continued)(Unaudited)

Company was also a promoter of professional boxers and boxing events which was a separate segment for financial reporting purposes.

Nine months ended September 30,2007


2006Consolidated


Digital
Media


Entertainment


Consolidated


Sports


EntertainmentNet revenues



$
986,297




$
251,297




$
735,000




$
1,615,315




$
—




$
1,615,315Operating costs and expensesCost of revenues




991,230





281,787





709,443





2,993,459





—





2,993,459Depreciation and amortization




155,611





140,873





14,738





24,980





15,625





9,355Impairment charges




66,667





—





66,667





112,000





—





112,000Minority interest






















(113,878
)










(113,878
)Gain on sale of exclusive promotion agreement






















(21,852
)










(21,852
)1,213,508





422,660





790,848





2,994,709





15,625





2,979,084Segment profit/(loss)




(227,211
)




($171,363
)




($55,848
)




(1,379,394
)




($15,625
)



$
(1,363,769
)Less: Selling, general and administrative




5,454,010











11,368,686Interest expense




328,095











411,996Change in fair value of derivative




(667,677
)Settlement costs
















371,092Gain on settlement with related parties
















(1,478,845
)Financing costs paid in stocks and warrants
















33,000Net loss




($5,341,639
)










($12,085,323
)


Three months ended September 30,2007


2006Consolidated


Digital
Media


Entertainment


Consolidated


Sports


EntertainmentNet revenues



$
50,451




$
50,451




$
—




$
1,539,845




$
—




$
1,539,845Operating costs and expensesCost of revenues




111,107





101,414





9,693





2,923,903





—





2,923,903Depreciation and amortization




58,014





52,828





5,186





6,029





—





6,029Impairment charges




—





—





—





35,000





—





35,000Minority interest




—





—





—





(41,550
)




—





(41,550
)169,121





154,242





14,879





2,923,382





—





2,923,382Segment profit/(loss)




(181,670
)




($103,791
)




($14,879
)




(1,383,537
)



$
—




$
(1,383,537
)Less: Selling, general and administrative




1,678,626











3,152,641Interest expense




52,801











43,136Settlement costs




—











186,417Net loss



$
(1,850,097
)









$
(4,763,989
)


17

---



CKRUSH, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (continued)(Unaudited)

Note 12.    Other Matters

On June 28, 2007, our chief executive officer voluntarily resigned his officer position and as a member of our Board of Directors. In accordance with a Termination and Separation Agreement with the officer, the Company agreed to pay back salary of $345,000 through the issuance of shares of common stock, and agreed to retain him as a consultant through February 17, 2009 for annual compensation of $63,000.

On January 5, 2007, the Company entered into an amendment to the consulting agreement with Joe Abrams. The amendment expands Mr. Abrams’ role with the Company to Chairman of Ckrush Digital Media, Inc., one of the Company’s subsidiaries. The term of the consulting agreement was extended through December 31, 2008, subject to either party’s right to terminate sooner for any reason. The Company agreed to issue to Mr. Abrams an aggregate of 400,000 shares of common stock in equal quarterly installments over the remaining two year term of the agreement. During the nine months ended September 30, 2007, the Company recorded non-cash charges aggregating $285,000 in connection with the installments during the period based upon the fair value at the date of issuance.

During the nine month period ended September 30, 2007 the Company issued warrants to acquire an aggregate of 30,000 shares of common stock at $1.00 per share for services provided to the Company and recorded $39,000 measured by the fair value of the securities issued. Additionally, in connection with contracts for services to be performed, the Company issued 250,000 restricted shares of common stock and a warrant for 50,000 shares of common stock at $.10 per share. The fair valued of the securities issued in connection with these arrangements ($725,000) was recorded as deferred compensation and during the three and nine months ended September 30, 2007. The Company also expensed $811,000 and $2,424,000 as non cash compensation expense as a result of amortization of the deferred compensation for consulting arrangements.

In February 2006, the Company assigned its exclusive promotional agreement with a boxer for $140,000. As a result of this transaction the Company recorded a gain of approximately $19,000. In addition, if the boxer wins a major bout during the term of the agreement, the Company is entitled to an additional payment of $250,000. In a later quarter of 2006, the fighter achieved a major title win; however, the Company only received a partial payment towards the $250,000. The Company has not recorded the unpaid portion due to the uncertainty as to its collection.

Note 13.    Subsequent Events

In October 2007, the Company initiated a private offering of units each consisting of a note payable for $50,000 and 25,000 shares of the Company’s common stock, for a purchase price of $50,000 per Unit, up to an aggregate purchase price of up to $1,000,000 plus an over-allotment option of $500,000. The notes payable will not bear interest and will be repayable upon the earlier of (i) the Company closing on the receipt of the first $1,500,000 from the Company’s next private offering of common stock, from which the note holders are to be paid back, or (ii) three months from the date of the notes. In the event of default, as defined, the note holders have the option to convert the outstanding principal amount into shares of common stock equal to 150% of the principal amount at a conversion price equal to the five-day closing bid average of the common stock prior to the date of the default. All the common stock issuable under this arrangement are subject to piggyback registration rights. As of November 13, 2007, the Company received $150,000 in connection with this offering.

See also Note 6 for settlement with Shane Mosley in October 2007 and Note 9 for the Company’s reverse stock split of its outstanding common stock on a one-for-ten basis.

18

---



|        |                                                                                     
|------- | ------------------------------------------------------------------------------------
|Item 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

OVERVIEW

We are an innovative entertainment and interactive media group that seeks to capitalize on the global convergence of entertainment content with social media, online communities and digital technology. We produce feature films and other content and develop and maintain websites, including online communities, primarily geared towards young adults 18-34. Our feature film productions include ‘‘Beer League,’’ starring Artie Lange, and ‘‘National Lampoon’s TV the Movie,’’ starring Steve O and Wee Man of ‘‘Jackass’’ fame; and ‘‘National Lampoon’s Pledge This,’’ starring Paris Hilton. Our fully interactive online communities include ‘‘LiveMansion.com’’ ( http://www.livemansion.com/ ), ‘‘AudioStreet.com’’ (http://www.audiostreet.net/) and ‘‘MixStreet.net’’ (http://www.mixStreet.net/). Our services also include website design, development, hosting, advertising and media placement.

Reportable Segments

The Company has two reportable segments: entertainment and digital media. The media entertainment segment activities consist of development and production of digital and filmed content for global distribution to all media platforms including the internet. The digital media segment includes our activities related to the development and maintenance of websites, online communities and technology platforms that allow users to electronically create and publish content, including video, share that content with others and/or connect with others based upon common interests. In prior years the Company was also a promoter of professional boxers and boxing events which was a separate segment for financial reporting purposes.

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

| |   |                                                                                                                                                                                                                                                                                                                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | • | Revenues from the sale or licensing of films is recognized upon meeting all recognition requirements of Statement of Position (SOP) 00-2 ‘‘Accounting by Producers or Distributors of Films’’. Revenue from sales to distributors is recognized when access to the feature has been granted or delivery has occurred, as required under the sales contract, and the right to exploit the feature film has commenced.

| |   |                                                                                                                                                                                                                                                                                                                                     
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | • | Revenue related to website development activities is recognized as services are provided. Therefore the consolidated financial statements take into account the revenue earned to date on contracts not yet completed as estimated by management. Advertising and hosting revenues are recognized ratably over the period benefited.

19

---



Income Taxes

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

At September 30, 2007, we provided a 100% valuation allowance for the deferred tax assets, because the ultimate realizations of those assets are uncertain. Utilization of net operating loss carry-forwards are subject to a substantial annual limitation due to the ‘‘change in ownership’’ provisions of the Internal Revenue Code. The annual limitation may result in the expiration of net operating loss carry-forwards before utilization.

COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 2007 AND SEPTEMBER 30, 2006

The following represents a comparison of segment operating results for the three months ended September 30, 2007 and 2006:

2007


%


2006


%Net revenuesEntertainment



$
—





—
%



$
1,540,000





100.00
%Digital Media




50,000





100.00





—





—$
50,000





100.00
%



$
1,540,000





100.00
%Cost of revenues and other costsEntertainment



$
15,000





30.0
%



$
(2,923,000
)




(189.8
)%Digital Media




154,000





308.0





—





—$
169,000





338.0
%



$
(2,923,000
)




(189.8
)%Segment profit/(loss)Entertainment



$
(15,000
)




(30.0
)%



$
(1,383,000
)




(89.8
)%Digital Media




(104,000
)




(208.0
)




—





—Sports




—





—





—





—$
(119,000
)




(238.0
)%



$
(1,383,000
)




(89.8
)%


Net revenues decreased by $1.5 million to $50,000 for the three months ended September 30, 2007. The 2007 net revenues represents revenues earned from businesses acquired in 2007 principally web development services. There were no revenues in the other segments, in 2007. Our 2006 net revenues were principally derived form the minimum guarantee earned as a result of the release of ‘‘Beer League’’.

Cost of revenues decreased during the 2007 period by $2.7 million. Costs in 2007 were principally related to web development costs for both internal and external projects. The 2006 quarter film production costs amortized to cost of revenues upon the individual-film-forecast method were related to the release of our movie project ‘‘Beer League’’ during the 2006 period. Other operating costs include depreciation and amortization net of minority interest credit.

Selling, general and administrative expenses decreased by 46.8%, or $1.5 million, to $1.7 million for the quarter ended September 30, 2007, from $3.2 million in the prior year period. The decrease is principally attributable to the reduction in non cash compensation charges of $1 million, in the 2007, period as compared to the prior period and a decrease in professional fees related to our compliance with our settlement agreement with the SEC.

20

---



COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2007 AND SEPTEMBER 30, 2006

The following represents a comparison of segment operating results for the nine months ended September 30, 2007 and 2006:

2007


%


2006


%Net revenuesEntertainment



$
735,000





25.5
%



$
1,615,000





100.00
%Digital Media




251,000





74.5





—





0.00Sports




—





—





—





0.00$
986,000





100.00
%



$
1,615,000





100.00
%Cost of revenues and other costsEntertainment



$
791,000





80.2
%



$
2,979,000





184.5
%Digital Media




423,000





42.9





—





0.00Sports




—





0.0





16,000





1.0$
1,214,000





123.1
%



$
2,995,000





185.5
%Segment profit/(loss)Entertainment



$
(56,000
)




(5.7
)%



$
(1,364,000
)




(84.5
)%Digital Media




(172,000
)




(17.4
)




—





0.00Sports




—





—





(16,000
)




(1.0
)$
(228,000
)




(23.1
)%



$
(1,380,000
)




5.33
%


Net revenues decreased by $629,000 or 38.9% to $986,000 for the nine months ended September 30, 2007 from $1.6 million in the prior year period. The 2007 net revenues principally included distribution fees earned from the release of our film production ‘‘TV: the Movie’’ ($735,000) in our entertainment segment and includes revenues earned from our 2007 acquisition principally web development services ($251,000) in the digital media segment. There were no revenues in either year in the sports segment. Our 2006 net revenues were principally derived form the minimum guarantee earned as a result of the release of ‘‘Beer League’’.

Cost of revenues which relate to the production costs for filmed products in the entertainment segment and web development costs for both internal and external projects decreased by $1.8 million to $1.2 million for the nine months ended September 30, 2007, compared to $3 million incurred in period year period. The production costs recognized during the nine months ended September 30, 2006 forBeer League, released in 2006, was greater than the costs amortized to cost of sales in the 2007 period forTV: the Movie, released in 2007, as well as, the costs incurred in the digital media segment since the Trisoft and AudioStreet acquisition in 2007. Other operating costs include depreciation and amortization, impairment charges minority interest credits and, in 2006, offset by the minority interest credit of $114,000 and gain on sale of exclusive promotion agreement of $24,000.

Selling, general and administrative expenses decreased by 52.0 % or $5.9 million, to $5.5 million for the nine months ended September 30, 2007, from $11.4 million in the prior year period. The decrease is principally attributable to the decrease of $5 million in non cash compensation charges in 2007 from $8.5 million in the prior year period. In the prior year the Company adopted an employee stock option and granted immediately vested options which caused a charge in June 2006 of $2.0 million.

The Company has outstanding stock options, warrants, convertible securities and other contingent obligations, all of which could require the Company to issue common stock in a number which exceeded the authorized amount prior to an increase approved by the shareholders. In accordance with Emerging Issues Task Force Issue 00-19 (‘‘EITF 00-19’’), ‘‘Accounting for Derivative Financial Instruments Indexed To, and Potentially Settled in, a Company’s Own Stock’’, the lack of a sufficient number of authorized shares to meet the Company’s obligations to issue common shares resulted in a requirement to account for certain of the Company’s outstanding securities as liabilities. Accordingly,

21

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through January 25, 2007, the Company reclassified certain outstanding warrants and options as derivative liabilities for financial statement reporting, which were marked to fair value periodically pursuant EITF 00-19. The Company valued these options and warrants utilizing the Black-Scholes method of valuation resulting in a reclassification from stockholders’ equity of $3.2 million, and, during 2007, the Company recorded a non-cash gain of $668,000 to reflect the associated change in fair value of the warrants during the period. In January 2007, as a result of the stockholder approval of the increase in authorized number of common shares, the liability was reclassified to equity.

Interest expense for the nine months ended September 30, 2007 decreased by $84,000, or 20.3%, principally as a result of a decrease in the related outstanding indebtedness.

Other income in the 2006 period principally represents gains associated with termination of obligations to related parties including the Company’s former President. These transactions represented the (i) liquidation of $3.3 million of liabilites through the issuance of 80,000 shares of common stock, warrants to purchase 750,000 shares and cash payments aggregating $400,000 and (ii) liquidation of certain indebtedness to our former President through the assignment to the former President of certain portions of the Company’s boxing film library and a consulting role related to the promotion of a boxer, among other matters.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements. Additionally, we review our relationships with other entities to identify whether it is the primary beneficiary of a variable interest entity. If the determination is made that we are the primary beneficiary, then the entity is consolidated in accordance with Financial Accounting Standards Board (‘‘FASB’’) Interpretation No. (‘‘FIN’’) 46, ‘‘Consolidation of Variable Interest Entities’’. Investments in which we exercise significant influence, but do not control, are accounted for using the equity method of accounting. Investments in which there is no significant influence are accounted for using the cost method of accounting.

LIQUIDITY AND CAPITAL RESOURCES

We have incurred net losses of $5.3 million during the nine months ended September 30, 2007, and $11.8 million and $7.7 million during the years ended December 31, 2006 and 2005, respectively. In addition, we are not in compliance with substantially all of our outstanding notes and loans payable including unpaid interest and may not be in compliance with certain past settlements including legal judgments. Further, we had a stockholders’ deficiency of $11.2 million at September 30, 2007. Historically, we have successfully obtained external financing through short-term borrowings and private placements of equity and convertible debt and thus, we hope to remedy these possible defaults through additional borrowings, conversion of existing debt to equity, ownership contributions, and/or renegotiation of existing terms and conditions of certain of its obligations. However, if ours lenders are unwilling to continue to refrain from demanding compliance by us to payment terms for indebtedness, it may significantly impede our ability to raise additional funds and/or to conduct normal business operations. While officers of the Company have provided loans to the Company in the past we have no commitments from them to do so in the future. These factors raise substantial doubt about the Company’s ability to continue as a going concern and 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. Our external auditors in their report on the Company’s consolidated financials included in our Report on Form 10-K for the year ended December 31, 2006 included an explanatory paragraph which noted the ‘‘substantial doubt’’ about our ability to continue as a going concern.

We are taking actions to address liquidity in the following ways:

| |   |                                                                                           
| | - | ------------------------------------------------------------------------------------------
| | • | continuing to negotiate with existing creditors to convert their indebtedness into equity;

| |   |                                                                                          
| | - | -----------------------------------------------------------------------------------------
| | • | developing additional sources of financing to satisfy our current operating requirements;

| |   |                                                                                                                                              
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------
| | • | entering into new initiatives to develop and acquire additional internet websites in order to deliver unique viewers for commercial purposes;

22

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| |   |                                                                                    
| | - | -----------------------------------------------------------------------------------
| | • | produce and distribute film properties as well as other entertainment projects; and

| |   |                                                                      
| | - | ---------------------------------------------------------------------
| | • | pursuing production partnerships and joint ventures to fund projects.

There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources such as debt or equity financings or other potential sources. The lack of additional capital resulting from our 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 the Company’s business. Furthermore, there can be no assurance that any such required funds, if available, will be available on attractive terms or that they will not have a significant dilutive effect on the Company’s existing stockholders.

Commitments and Contingencies

In connection with both our media and our previous sports operations, we guaranteed investors and other participants in our projects the return of their investments and in some cases with a preferred return.

We are of the opinion, based upon advice of counsel, that we have made adequate provision for potential liabilities, if any, arising from litigation settlements and other claims described in Item 2 — Legal Proceedings. As of September 30, 2007, we had accrued approximately $1.9 million, with respect to such matters. However, the costs and other effects of pending or future litigation, governmental investigations, legal and administrative cases and proceedings (whether civil or criminal), settlements, judgments and investigations, claims and changes in those matters (including those matters described above), and developments or assertions by or against us relating to contractual rights related to boxers and the promotion of boxing events, intellectual property rights and intellectual property licenses, could have a material adverse effect on the our business, financial condition and operating results.

Cash Flows

At September 30, 2007, our cash position reflected a balance of $66,000, as compared to the $1.5 million balance at year end 2006.

Operating Cash Flows.Our principal operating source of cash during the nine months ended September 30, 2007 was net revenues from film projects and website development activities. During the period, we significantly reduced our cash burn to approximately $1.4 million from $2.6 million in the prior year.

Investing Cash Flows.Cash used in investing activities for the quarter ended September 30, 2007 was related to acquisition of the business and net assets of Trisoft and AudioStreet ($600,000) and office equipment ($18,000).

Financing Cash Flows.Net cash provided by financing activities for the nine months ended September 30, 2007 was $565,000 which consisted, of net proceeds from the issuance of common stock ($940,000), sale of production interests for $139,000 and short-term borrowings of $292,000 net of repayments of production interests of $681,000 and repayment of notes payable of $125,000.

EFFECT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

SAB 108

In September 2006, the SEC staff issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB 108). SAB 108 was issued in order to eliminate the diversity in practice surrounding how public companies quantify financial statement misstatements. SAB 108 requires that registrants quantify errors using both a balance sheet and income statement approach and evaluate whether either approach results in a misstated amount that, when all relevant quantitative and qualitative factors are considered, is material. The Company has considered SAB 108 to be not material.

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SFAS 157

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (SFAS 157). SFAS 157 provides a common definition of fair value and establishes a framework to make the measurement of fair value in generally accepted accounting principles more consistent and comparable. SFAS 157 also requires expanded disclosures to provide information about the extent to which fair value is used to measure assets and liabilities, the methods and assumptions used to measure fair value, and the effect of fair value measures on earnings. SFAS 157 is effective for the Company’s year end 2008, although early adoption is permitted. The Company is assessing the potential effect of SFAS 157 on its financial statements.

Item 3.    CONTROLS AND PROCEDURES

Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures, as defined in Exchange Act Rule 13a-15(e) and 15d-15(e), as of the end of the period covered by this report.

In designing and evaluating our disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

While we believe our disclosure controls and procedures and our internal control over financial reporting have improved, no system of controls can prevent errors and fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within our Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur. Controls can also be circumvented by individual acts of some people, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with its policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Subject to the limitations above, management believes that the consolidated financial statements and other financial information contained in this report, fairly present in all material respects our financial condition, results of operations, and cash flows for the periods presented.

Based on the evaluation of the effectiveness of our disclosure controls and procedures, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) were effective at a reasonable assurance level. There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1.    LEGAL PROCEEDINGS

Designscape

In April 2005 Designscape, Inc. filed an action in New York State Supreme Court against us and a former officer/director, alleging breach of contract and misrepresentations with respect to an alleged oral agreement to provide goods and services in connection with the production and staging of a television series and seeking approximately $550,000 and unspecified damages. In September 2006, we agreed with Designscape to settle the matter. On September 18, 2006, we agreed to pay Designscape $300,000 in installments through March 31, 2009 with interest at 9% accumulating on unpaid balance from September 25, 2005 payable on September 30, 2009. We are in compliance with the agreement and as of September 30, 2007, our obligation amounted to $222,000, including accrued interest.

Dewayne Layfield

In April 2005, Dewayne Layfield, a holder of a note payable from one of our former subsidiaries of the Company, arising from a previous settlement agreement, instituted a second arbitration proceeding against us seeking to recover $172,000 plus attorneys’ fees and costs. In September 2006, we and Layfield entered into a settlement agreement in which we agreed to pay Layfield $170,000 in four payments from October 2006 through August 2007. We have made all the required payments and are awaiting a release.

Shane Mosley

In November 2005, we and our former President entered into a settlement agreement with Shane Mosley, a boxer, related to a judgment in connection with an unpaid boxing purse. We agreed to pay $565,000 to Mosley in installments out of 60% of the net profits from any boxing events we promoted or co-promoted (retroactively to September 2005) plus accrued interest. In addition, we were entitled to a $100,000 credit against the above settlement amount, contingent upon the transfer and assignment of our rights to the Mosley Video Library. Any amounts unpaid by December 31, 2008 were to be immediately due.

In December 2006, Mosley filed a motion to restore the judgment as a result of a breach of the settlement because of alledged non compliance to the settlement including the decision to exit the boxing business. On September 26, 2007, after a hearing on the merits, the United States District Court found in favor of Mosley and entered a judgment in the amount of $529,368 against us. On October 5, 2007, we entered into a settlement agreement with Mosley in which we were required to pay $250,000 by October 12, 2007 or be subject to the full judgment amount plus interest, past legal fees of $75,000 and future legal fees. In addition, the Company and our former President agreed to waive any indemnification or contribution rights against the other related to this matter, if we made the required payment to Mosley on time.

On October 12, 2007, we made the required payment of $250,000 from the proceeds of short-term bridge loans and we are awaiting a general release. As consideration for the short-term loans we will issue 125,000 shares of its common stock.

Prior to September 30, 2007, we had recorded as a liability $565,000 for this matter. As a result of our compliance with the settlement in October 2007, we will record a gain of $315,000 in the fourth quarter 2007.

First Equity

In June 2005, First Equity Capital Corporation (‘‘First Equity’’) filed an action against us in state court in Florida, alleging that we breached an unsigned agreement pursuant to which we allegedly hired First Equity to provide certain services. First Equity alleges that we are obligated to pay First Equity

25

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$1.5 million and to issue First Equity up to 4 million registered shares of common stock. In December 2005, William Nichols & Associates, Inc. (‘‘Nichols’’) and Norman Brodeur filed a motion to intervene alleging that First Equity, acting as an agent for us engaged Nichols to raise capital on our behalf and was entitled to $250,000 of First Equity’s fee and 3 million of the shares of stock claimed by First Equity. This motion was granted in March 2006.

We have filed answers denying any liability to First Equity and Nichols and raised numerous affirmative defenses. We are in the process of taking discovery in these matters and intend to vigorously defend.

National Sports Partners

In May 2003, National Sports Partners (‘‘NSP’’), the owner of Fox Sports Net Broadcast Service, commenced an action in California against us to collect approximately $239,000 for advertising time and production fees and costs for airing boxing events on Fox, plus interest, costs and attorney fees. In August 2004, we reached an agreement with NSP in which NSP agreed to forbear from further action against us in exchange for full payment over time of $239,000, plus deferred interest. We paid only $65,000 of such amount. In November 2006, NSP was awarded a judgment in the amount of $256,000 plus interest. As of September 30, 2007, our recorded liability for this matter is $191,000, including accrued interest.

Golden Gloves (PTY) Limited

On November 13, 2001, Golden Gloves (PTY) Limited, a boxing promoter based in Johannesburg, South Africa, commenced an action in the Supreme Court of the State of New York against us and our former president, alleging that we breached an agreement to share certain profits related to certain boxers. In February 2003, we agreed to pay $580,000. We have not made any payments pursuant to the settlement agreement.

J.P. Morgan Chase & Company

On January 13, 2004, J.P. Morgan Chase & Company (‘‘Chase’’) obtained a judgment in the amount of $95,000 against Cedric Kushner, our former President, and us in connection with our default on an outstanding note. In May 2004, Chase agreed to allow us to pay the outstanding principal amount, plus interest at 4% per annum, in 60 monthly payments of $2,000 each, in exchange for forbearance on any additional efforts to collect upon the unsatisfied portion of the balance. The balance on this obligation at September 30, 2007 amounted to $88,000, including accrued interest. We are not in compliance with the terms set forth in the forbearance agreement.

Other

There are other matters in which we entered into settlements in prior years for which we have not made the required payments.

In the opinion of management, on the advice of counsel, we have made adequate provision for potential liabilities, if any, arising from litigation settlements and other claims arising from the above matters. As of September 30, 2007, we accrued $1.9 million, with respect to such matters. However, the costs and other effects of pending or future litigation, governmental investigations, legal and administrative cases and proceedings (whether civil or criminal), settlements, judgments and investigations, claims and changes in those matters (including those matters described above), and developments or assertions by or against us relating to contractual rights related to boxers and the promotion of boxing events, intellectual property rights and intellectual property licenses, could have a material adverse effect on the our business, financial condition and operating results.

26

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Item 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In October 2007, the Company initiated a private offering of units each consisting of a note payable for $50,000 and 25,000 shares of the Company’s common stock, for a purchase price of $50,000 per Unit, up to an aggregate purchase price of up to $1,000,000 plus and over-allotment option of $500,000.   The notes payble will not bear interest and will be repayable upon the earlier of (i) the Company closing on the receipt of the first $1,500,000 from the Company’s next private offering of common stock, from which the note holders are to be paid back , or (ii) three months from the date of the notes. In the event of default, as defined, the note holders have the option to convert the outstanding principal amount into shares of common stock equal to 150% of the principal amount at a conversion price equal to the five-day closing bid average of the common stock prior to the date of the default.  All the common stock issuable under this arrangement are subject to piggyback registration rights. As of November 13, 2007, the Company received $150,000 in connection with this offering.

In July 2007, the Company initiated a private offering of units consisting of shares of common stock and warrants to purchase its common stock at an offering price of $25,000 per unit for up to 42.5 units plus an over-allotment option of .8 units. Each unit consisted of 25,000 shares of common stock and warrants to purchase 12,500 shares The warrants have an exercise price of $1 per share are exercisable for cash for a period of three years. The terms of the offering provided that the first $1.5 million of net proceeds raised were immediately available to the Company for working capital purposes. The next $2.5 million of net capital was to be held in escrow by counsel to the Company to be released upon the Company obtaining written agreements from creditors to settle such claims such that the Company’s liabilities would be reduced by at least 60% in exchange for not more than $2,500,000 plus shares and any other non-cash consideration. The liability reduction requirement was reduced pro rata if less than $4,000,000 of net capital was raised. The proceeds from the over-allotment option, if any, were to be available for working capital, if exercised. The shares, including those exercisable upon exercise of the warrants, are subject to piggyback registration rights. As of September 30, 2007, the Company received $630,000, net of fees, in connection with the offering and terminated the offering.

Also in July 2007 in accordance with a consulting agreement entered into in 2006, we issued the third quarterly installments of 50,000 shares to the consultant’s designees.

Item 3.    DEFAULTS UPON SENIOR SECURITIES

The Company is in default of substantially all of its outstanding notes and loans payable. The Company hopes to remedy these defaults through additional borrowings, conversion of existing debt to equity, ownership contributions, and/or renegotiation of existing terms and conditions of notes and loans payable in default. If the Company is unable to cure these defaults, it may significantly impede the Company’s ability to raise additional funds and/or to conduct normal business operations.

Item 4.    SUBMISSION OF 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.

27

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Item 6.    EXHIBITS

Exhibit
Number


Description2.1*


Agreement and Plan of Merger, dated as of August 2, 2001, by and among the Company, Zenascent Newco, Inc., Cedric Kushner Boxing, Inc., Cedric Kushner and James DiLorenzo. (2)2.2*


Amended and Restated Agreement and Plan of Merger, dated as of September 17, 2001, by and among the Company, Zenascent Newco, Inc., Cedric Kushner Boxing, Inc., Cedric Kushner Promotions, Ltd., Cedric Kushner and James DiLorenzo. (2)2.3*


Amended and Restated Agreement and Plan of Merger, dated as of February 21, 2002, by and among the Company, Zenascent Newco, Inc., Cedric Kushner Boxing, Inc., Cedric Kushner Promotions, Ltd., Cedric Kushner and James DiLorenzo. (2)2.4*


Certificate of Ownership and Merger of Cedric Kushner Promotions, Inc. (15)3.1*


Articles of Incorporation of the Registrant (1)3.2*


Certificate of Amendment of Certificate of Designation, Preferences and Rights of Series B Convertible Stock of Cedric Kushner Promotions, Inc., dated February 19, 2004. (4)3.3*


By-laws of Registrant (1)3.4*


Certificate of Designation, Preferences and Rights of Series E Convertible Preferred Stock of Cedric Kushner Promotions, Inc., dated October 25, 2004. (5)3.5*


Amendment to the By-Laws of the Registrant (8)3.6*


Amendments to the Certificate of Incorporation of the Registrant (8)4.1*


Specimen common stock Certificate (1)10.1*


1998 Incentive and Non-qualified Stock Option Plan (1)10.2*


Form of Incentive Stock Option Agreement under 1998 Incentive and Non-qualified Stock Option Plan (1)10.3*


Form of Non-qualified Stock Option Agreement under 1998 Incentive and Non-qualified Stock Option Plan (1)10.4*


Form of Non-qualified Stock Option Agreement for Outside Directors under 1998 Incentive and Non-qualified Stock Option Plan (1)10.5*


Consulting Agreement, effective August 1, 2001, between the Company and Investor Relations Services, Inc. (2)10.6*


Consulting Agreement, effective March 24, 2004, between the Company and
Buster Mathis, Jr. (3) (6)10.7*


Promissory Note, dated September 1, 2003, between the Company and Dewayne Layfield. (3)10.8*


2002 Incentive and Non-qualified Stock Option Plan (5)10.9*


Form of Warrant to Purchase Common Stock, executed between July 2004 and August 2004, between the Company and various purchasers in a private placement. (4)


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Exhibit
Number


Description10.10*


Term Sheet for Modification of Loan and Consulting Arrangements dated as of February 10, 2005, by and among Livingston Investments, LLC, Mackin Charitable Remainder Trust, Cedric Kushner Promotions, Inc., Cedric Kushner Promotions, Ltd. and Cedric Kushner Boxing, Inc. (7)10.11*


Conversion Agreement, dated February 15, 2005, between the Company and a Note Holder (8)10.12*


Form of Conversion Agreement dated as of June 15, 2005. (9)10.13*


Subscription Agreement dated as of June 28, 2005 by and between Ckrush Entertainment, Inc. and the investors named on the signature pages thereto. (10)10.14*


Guaranty Agreement dated as of June 28, 2005 by and between Ckrush Entertainment, Inc., Cedric Kushner Promotions, Inc. and Cornell Capital Partners, L.P. (10)10.15*


Security Agreement dated as of June 28, 2005 by and between Ckrush Entertainment, Inc., and Cornell Capital Partners, L.P. (10)10.16*


Pledge and Escrow Agreement dated as of June 28, 2005 by and between Cedric Kushner Promotions, Inc., Cornell Capital Partners, L.P. and David Gonzalez, Esq. (10)10.17*


Operating Agreement of Identity Films & Company, LLC dated as of June 27, 2005 by and between Ckrush Entertainment, Inc. and Identity Films, LLC. (11)10.18*


Contribution and Indemnification Agreement dated as of June 30, 2005 by and between Cedric Kushner Promotions, Inc. and World Wide South Beach, LLC. (12)10.19*


Amendment No. 1 to the Class A Common Stock and Installment Payment Agreement dated as of June 30, 2005 by and between Cedric Kushner Promotions, Inc. and the investors named on the signature page thereto. (12)10.20*


Consulting Agreement dated September 24, 2005 by and between Ckrush Sports, Inc. and Dino Duva. (13)10.21*


License Agreement dated November 1, 2005 by and between Big Content, Inc. and English Distribution, LLC. (14)10.22*


Termination of Loan and Related Agreements dated as of November 1, 2005, by and among Livingston Investments, LLC, Mackin Charitable Remainder Trust, Cedric Kushner Promotions, Inc., Cedric Kushner Promotions, Ltd. and Cedric Kushner Boxing, Inc. (14)10.23*


Termination of Guarantee dated November 1, 2005 by and between Livingston Investments, LLC, Cedric Kushner Promotions, Inc. and James DiLorenzo. (14)10.24*


Executive Employment Agreement dated February 13, 2006 with Jan E. Chason. (18)10.25*


Consulting Agreement dated October 12, 2006 between the Registrant and Joe Abrams (15)10.26*


Employment Agreement, dated November 20, 2006 between the Registrant and Roy Roberts (16)10.27*


Employment Agreement, dated November 20, 2006 between the Registrant and Jeremy Dallow (16)10.28*


Consulting Agreement dated November 20, 2006 between the Registrant and Philabelle Consulting LLC (16)


29

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Exhibit
Number


Description14.1*


Code of Ethics.21*


Ckrush, Inc. subsidiaries31.1


Certification by Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.31.2


Certification by Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act of 1934, as amended.32.1


Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 135032.2


Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 135099.1


Final Judgment dated December 1, 2005 as to Defendant Cedric Kushner
Promotions, Inc. (17)


|
|
|
|

|* | Previously filed.
|- | -----------------

|(1) | Incorporated by reference to our Current Report on Form SB-2 filed with the Securities and Exchange Commission on July 7, 1998
|--- | ------------------------------------------------------------------------------------------------------------------------------

|(2) | Incorporated by reference to our Current Report on Form 8-K filed with the Securities and Exchange Commission on May 15, 2002
|--- | -----------------------------------------------------------------------------------------------------------------------------

|(3) | Incorporated by reference to our Current Report on Form 10-KSB filed with the Securities and Exchange Commission on June 25, 2004
|--- | ---------------------------------------------------------------------------------------------------------------------------------

|(4) | Incorporated by reference to our Current Report on Form 10-QSB filed with the Securities and Exchange Commission on August 13, 2004
|--- | -----------------------------------------------------------------------------------------------------------------------------------

|(5) | Incorporated by reference to our Information Statement on Schedule 14A-6 filed with the Securities and Exchange Commission on November 12, 2004
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Incorporated by reference to our Registration Statement on Form S-8 filed with the Securities and Exchange Commission on January 18, 2005
|--- | -----------------------------------------------------------------------------------------------------------------------------------------

|(7) | Incorporated by reference to our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2005
|--- | ----------------------------------------------------------------------------------------------------------------------------------

|(8) | Incorporated by reference to our Current Report on Form 10-KSB filed with the Securities and Exchange Commission on May 13, 2005.
|--- | ---------------------------------------------------------------------------------------------------------------------------------

|(9) | Incorporated by reference to our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2005.
|--- | -------------------------------------------------------------------------------------------------------------------------------

|(10) | Incorporated by reference to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 5, 2005.
|---- | ------------------------------------------------------------------------------------------------------------------------------

|(11) | Incorporated by reference to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 8, 2005.
|---- | ------------------------------------------------------------------------------------------------------------------------------

|(12) | Incorporated by reference to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 14, 2005.
|---- | -------------------------------------------------------------------------------------------------------------------------------

|(13) | Incorporated by reference to our Current Report on Form 10-QSB filed with the Securities and Exchange Commission on October 6, 2005.
|---- | ------------------------------------------------------------------------------------------------------------------------------------

|(14) | Incorporated by reference to our Current Report on Form 10-QSB filed with the Securities and Exchange Commission on November 21, 2005.
|---- | --------------------------------------------------------------------------------------------------------------------------------------

30

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|(15) | Incorporated by reference to our Current Report on Form 8-K filed with the Securities and Exchange Commission on October 17, 2006.
|---- | ----------------------------------------------------------------------------------------------------------------------------------

|(16) | Incorporated by reference to our Current Report on Form 8-K filed with the Securities and Exchange Commission on November 22, 2006.
|---- | -----------------------------------------------------------------------------------------------------------------------------------

|(17) | Incorporated by reference to our Current Report on Form 8-K filed with the Securities and Exchange Commission on December 5, 2005.
|---- | ----------------------------------------------------------------------------------------------------------------------------------

|(18) | Incorporated by reference to our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 17, 2006.
|---- | -----------------------------------------------------------------------------------------------------------------------------------

31

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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.

CKRUSH, INC. & SUBSIDIARIESDate: November 14, 2007


/s/ Jeremy DallowJeremy Dallow
Chief Executive Officer
(Principal Executive Officer)Date: November 14, 2007


/s/ Jan E. ChasonJan E. Chason
Executive Vice President and CFO
(Principal Financial and Accounting Officer)


---