United States
                       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, 2005

                         Commission File Number 0-25563

                         CEDRIC KUSHNER PROMOTIONS, INC.

                 (Name of small business issuer in its charter)


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

                       1414 Avenue of Americas, Suite 406
                               New York, NY 10019
               (Address & Zip code of principal executive offices)

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


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

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

                      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 18, 2005, there were 67,725,661 outstanding shares of
               common stock, par value $0.01 per share.

Transitional Small Business Disclosure Format: |_| Yes |X| No


<PAGE>



                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES


                                      INDEX
                                       TO
                                   FORM 10-QSB
                                                                            Page
PART I      FINANCIAL INFORMATION

Item 1.     Financial Statements

Condensed Consolidated Balance Sheet at September 30, 2005 (Unaudited)        3

Condensed Consolidated Statements of Operations for the nine months and three
  months ended September 30, 2005 and 2004 (Unaudited) 5

Condensed Consolidated Statements of Cash Flows for
  the nine months ended September 30, 2005 and 2004 (Unaudited)               6

Notes to Condensed Consolidated Financial Statements                          8

Item 2. Management's Discussion and Analysis or Plan of Operation            27

Item 3.Controls and Procedures                                               33

PART II     OTHER INFORMATION

Item 1.     Legal Proceedings                                                34

Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds      39

Item 3.     Defaults Upon Senior Securities                                  41

Item 4.     Submission of Matters to a Vote of Security Holders              41

Item 5.     Other Information                                                41

Item 6.     Exhibits                                                         42

            SIGNATURES                                                       46

            CERTIFICATIONS                                                   47


                                       -2-
<PAGE>
CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2005
(UNAUDITED)
<TABLE>
<CAPTION>


<S>                                                                             <C>
ASSETS
      CURRENT ASSETS:
          Cash                                                                  $278,622
          Accounts receivable                                                     15,000
          Other current assets                                                   183,307
                                                                              ----------
               TOTAL CURRENT ASSETS                                              476,929
                                                                              ----------

      PROPERTY AND EQUIPMENT, NET                                                 47,272

      OTHER ASSETS:
          Prepaid signing bonuses, net                                            89,499
          Production costs                                                     3,516,481
          Security deposit                                                        27,090
          Investment in movie rights                                             206,936
          Intangible assets, net                                                 212,565
                                                                              ----------
               TOTAL ASSETS                                                   $4,576,772
                                                                              ==========

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

                                       -3-

<PAGE>
CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET
SEPTEMBER 30, 2005
(UNAUDITED)
<TABLE>
<CAPTION>


<S>                                                                                                    <C>
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
      CURRENT LIABILITIES:
            Accounts payable                                                                           $3,239,694
            Accrued litigation and judgments payable                                                    1,095,432
            Due to stockholders/officers                                                                  256,144
            Current portion of notes payable - stockholders                                               655,783
            Current portion of notes and loans payable                                                  2,960,551
            Accrued expenses and other current liabilities                                              2,326,283
            Due to entertaiment investors                                                                  25,000
            Due to boxing investors                                                                       400,000
                                                                                                       ----------
                  TOTAL CURRENT LIABILITIES                                                            10,958,887
                                                                                                       ----------
      LONG-TERM LIABILITIES:
            Notes payable - stockholders, less current portion                                            995,011
            Notes and loans payable, less current portion                                               1,000,000
                                                                                                       ----------
                  TOTAL  LONG-TERM LIABILITIES                                                          1,995,011
                                                                                                       ----------
                  TOTAL  LIABILITIES                                                                   12,953,898
                                                                                                       ----------

MINORITY INTEREST                                                                                       4,547,853
                                                                                                       ----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY:
      Series D, $.01 par value, authorized 399,752 shares,
            399,752 shares issued and outstanding (liquidation preference of $2,430,000)                    3,998
      Series E, $.01 par value, authorized 14,000 shares,
            3,062 shares issued and outstanding (liquidation preference of $1,102,320)                         27
      Common stock, $.01 par value, authorized 100,000,000 shares
            65,549,517 shares issued and 65,444,733 shares outstanding                                    669,304
      Additional paid-in capital                                                                       38,104,361
      Accumulated deficit                                                                             (45,473,745)
      Deferred consulting fees                                                                         (6,076,445)
      Deferred signing bonuses                                                                            (67,479)
      Treasury stock, at cost - 104,784 shares of common stock                                            (85,000)
                                                                                                       ----------
TOTAL STOCKHOLDERS' DEFICIENCY                                                                        (12,924,979)
                                                                                                       ----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                                         $4,576,772
                                                                                                       ==========

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

                                       -4-

<PAGE>
CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
CONSOLIDATED  STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>

                                                                        FOR THE THREE MONTHS               FOR THE NINE MONTHS
                                                                         ENDED SEPTEMBER 30,                ENDED SEPTEMBER 30,
                                                                        2005             2004             2005               2004
                                                                       ----------      ---------         ---------      ----------
<S>                                                                    <C>             <C>               <C>            <C>
REVENUES
      Boxing promotions                                                $   52,762      $ 126,341         $ 328,580      $1,819,075
      Media                                                                34,963          7,648            64,352         360,077
      Entertainment                                                        12,750                           12,750
                                                                       ----------      ---------         ---------      ----------
        TOTAL REVENUES                                                    100,475        133,989           405,682       2,179,152
                                                                       ----------      ---------         ---------      ----------
OPERATING COSTS AND EXPENSES
      Cost of revenues - boxing promotions                                 93,289         23,625           271,488       2,042,370
      Cost of revenues - media                                             19,069         64,273            48,184         386,283
      Selling, general and administrative                                 759,681        503,608         2,269,720       1,729,261
      Amortization of signing bonuses                                      29,625        191,149           125,852         507,091
      Amortization of intangible assets                                    45,715         68,334           181,955         205,000
      Depreciation and amortization of property
            and equipment                                                   2,081          2,305             6,200           7,056
      Reversal of stock based compensation                                            (2,055,000)                       (2,055,000)
      Impairment of signing bonus                                                        514,913                           514,913
      Impairment of intangible assets                                           -                                          430,000
      Compensatory element of stock and warrant
            issuances for selling, general and administrative
            expenses                                                      647,166         75,500         1,869,555       2,267,915
                                                                       ----------      ---------         ---------      ----------
            TOTAL OPERATING COSTS AND EXPENSES                          1,596,626       (611,293)        4,772,954       6,034,889
                                                                       ----------      ---------         ---------      ----------
            LOSS FROM OPERATIONS                                       (1,496,151)       745,282        (4,367,272)     (3,855,737)
                                                                       ----------      ---------         ---------      ----------
OTHER INCOME (EXPENSES)
      Gain on sale of boxing promotional agreement                              -         29,063                            59,063
      Loss on disposition of assets                                             -              -                            (9,493)
      Other income                                                              -              -                                 -
      Interest expense - related parties                                  (76,195)       (56,266)         (186,153)       (176,378)
      Interest expense - other                                           (113,451)      (187,605)         (353,581)       (500,925)
      Financing costs paid in stocks and warrants                               -       (229,683)         (154,000)     (5,218,885)
      Financing costs paid in preferred stock in connection
            with debt conversion - related party                                -
                                                                       ----------      ---------         ---------      ----------
            TOTAL OTHER INCOME (EXPENSES)                                (189,646)      (444,491)         (693,734)     (5,846,618)
                                                                       ----------      ---------         ---------      ----------

NET LOSS                                                               (1,685,797)       300,791        (5,061,006)     (9,702,355)
                                                                       ==========      =========         =========       =========
Net loss applicable to common stock:
Net loss                                                               (1,685,797)       300,791        (5,061,006)     (9,702,355)
Preferred stock dividends - Series A                                                      (8,610)                          (25,549)
                                                                       ----------      ---------         ---------      ----------
Net loss applicable to common stock                                   ($1,685,797)      $292,181       ($5,061,006)    ($9,727,904)
                                                                       ==========      =========         =========       =========
NET LOSS PER COMMON SHARE (basic and diluted)                              ($0.03)         $0.03            ($0.08)         ($0.91)
                                                                       ==========      =========         =========       =========
PRO- FORMA NET LOSS
PER COMMON SHARE (basic and diluted)                                            -          $0.00                 -          ($0.16)
                                                                       ==========      =========         =========       =========

WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING:
      Basic and diluted                                                62,592,733     10,661,482        60,651,935      10,655,094
                                                                       ==========      =========         =========       =========
Pro-forma basic and diluted                                                     -     61,839,923                 -      61,051,677
                                                                       ==========      =========         =========       =========

</TABLE>

See accompanying notes to the condensed consolidated financial statements.

                                       -5-



<PAGE>
CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED  STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
                                                                                               FOR THE NINE MONTHS
                                                                                                ENDED SEPTEMBER 30,
                                                                                             2005                 2004
                                                                                         ------------          -----------

<S>                                                                                      <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
      Net loss                                                                           $ (5,061,007)         $(9,702,355)
Adjustments to reconcile net loss
      to net cash used in operating activities:
Depreciation and amortization                                                                   6,201              719,147
Amortization of debt discount
Amortization of signing bonuses                                                                68,541
Amortization of intangible assets                                                             181,955
Amortization of deferred finance costs                                                         57,311
Provision for losses on accounts receivable                                                                         34,000
Compensatory element of stock and warrant issuances
      for selling, general and administrative expenses                                      1,869,555              212,915
Financing costs paid in stocks and warrants                                                   154,000            4,708,885
Financing costs incurred in obtaining membership interest
      in Pledge This, LLC                                                                                          510,000
Impairement of boxing assets                                                                                       514,913
Impairement of intangible assets                                                                                   430,000
(Increase) decrease in operating assets:
      Accounts receivable                                                                      78,330               (4,980)
      Production costs                                                                     (3,516,481)
      Prepaid signing bonuses                                                                 (32,780)
      Due from related party                                                                  170,020
      Escrow Funds
      Miscellaneous receivables and other current assets                                      (79,559)             (61,254)
      Security deposit                                                                         (5,652)
      Other assets                                                                                                 (32,500)
Increase (decrease) in operating liabilities:                                                                       10,833
      Accounts payable                                                                        471,546              336,712
      Accrued litigation and judgments payable                                                (56,792)             (40,319)
      Accrued expenses and other current liabilities                                          250,565              609,009
      Customer advances                                                                                             45,000
                                                                                         ------------          -----------
          NET CASH USED IN OPERATING ACTIVITIES                                            (5,444,247)          (1,709,994)
                                                                                         ------------          -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
      Expenditures for prepaid signing bonuses                                                                    (375,000)
      Proceeds from sale of boxing promotional agreement                                                            75,001
      Purchases of property and equipment                                                     (27,129)             (20,482)
      Investment in movie rights                                                              (64,936)
      Other                                                                                    51,401              (37,000)
                                                                                         ------------          -----------
          NET CASH USED IN INVESTING ACTIVITIES                                               (40,664)            (357,481)
                                                                                         ------------          -----------
</TABLE>
See accompanying notes to the condensed consolidated financial statements.

                                      -6-



CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED  STATEMENTS OF CASH FLOWS
(continued)
<TABLE>
<CAPTION>
                                                                                              FOR THE NINE MONTHS
                                                                                               ENDED SEPTEMBER 30,
                                                                                             2005                 2004
                                                                                         ------------          -----------
<S>                                                                                           <C>                  <C>
 CASH FLOWS FROM FINANCING ACTIVITIES:
      Advances from and (repayments to) stockholders and related parties                      (43,157)             144,600
      Repayments of notes payable to stockholders and related parties                        (137,706)            (123,749)
      Proceeds from notes payable - stockholders                                              150,543              110,959
      Repayment of notes and loans payable - stockholders                                                          (88,445)
      Proceeds from convertible debt                                                                             1,818,000
      Proceeds from preferrred stock                                                          634,800
      Proceeds from common stock                                                              250,401
      Proceeds from investment by minority interest                                         4,547,853
      Proceeds from notes and loans payable - other                                           596,506              748,650
      Repayment of notes and loans payable - other                                           (455,006)            (468,000)
                                                                                                    -                    -
               NET CASH PROVIDED BY FINANCING ACTIVITIES                                    5,544,234            2,142,015
                                                                                                    -                    -
               NET INCREASE  IN CASH                                                           59,323               74,540

      CASH, BEGINNING OF PERIOD                                                               219,299               21,205
                                                                                                    -                    -
      CASH, END OF PERIOD                                                                    $278,622              $95,745
                                                                                                    -                    -


Supplemental Disclosures:

Cash paid during the period for:
      Interest                                                                                $68,499             $161,594
                                                                                                    -                    -
Non-cash investing and financing activities:
      Common stock to be issued pursuant to consulting agreements                                             $  1,791,000
      Conversion of stockholder accrued interest to accrued expenses                                          $     91,691
      Conversion of stockholder net advances into equity                                                      $    636,554
      Conversion of stockholders' accrued interest into equity                                                $     83,973
      Conversion of  notes payable to convertible debt                                                        $  2,068,000
      Conversion of note payable to common stock                                         $    700,000
      Stocks and warrants issued in connection with deferred consulting fees             $  7,610,000
      Conversion of accrued expenses to common stock and warrants                        $    494,779
      Conversion of escrow funds payable relating to preferred E                         $    199,064
      Recording of debt discount                                                                              $  1,577,000
      Conversion of convertible debt and accrued interest
          into common stock                                                              $    198,849         $    249,863
      Conversion of stockholders' notes and loan payable into equity                                          $    992,357
      Conversion of accounts payable into due to related party                                                $     28,270
      Reclassification of accrued expenses to due to stockholders/officers                                    $     73,016
      Conversion of notes payable into convertible debt
      Loss resulting from write-off of fixed assets damaged by office fire                                         $ 9,493
      Guaranteed pledge provided in connection with obtaining
          a minority interest in Pledge This, LLC Unamortized convertible debt
      discount Common stock to be issued pursuant to acquisition
          of a minority interest in Pledge This, LLC
      Common stock to be issued pursuant to an exclusive
          promotional agreement                                                                                   $ 62,500
      Warrants issued to purchase shares pursuant
          to an exclusive promotional agreement                                                                  $ 205,000
      Loss resulting from dispostion of treasury stock                                                           $ 104,983
          charged to additional paid in capital
      Dividends on preferred stock                                                                                $ 25,549

See accompanying notes to the condensed consolidated financial statements.
</TABLE>
                                       -7-
<PAGE>
CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1. Basis of Presentation

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

In the opinion of the Company's management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments (consisting of only
normal recurring adjustments) necessary to present fairly the information set
forth therein. These consolidated financial statements are condensed and
therefore do not include all of the information and footnotes required by
accounting principles generally accepted in the United States of America for
complete financial statements. The condensed consolidated financial statements
should be read in conjunction with the Company's consolidated financial
statements and supplementary data included in the Annual Report on Form 10-K/SB,
filed on May 13,2005.

The results of operations for the nine months ended September 30, 2005 are not
necessarily indicative of the results to be expected for the fiscal year ending
December 31, 2005 or any other period.

The condensed consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Company incurred a net loss of
$4,907,127 during the nine months ended September 30, 2005. In addition, the
Company had a working capital deficiency of $10,515,958 and stockholders'
deficiency of $12,771,100 at September 30, 2005. These factors continue to raise
substantial doubt about the Company's ability to continue as a going concern.



Note 2. Segment Data

The Company has three reportable segments: boxing promotions, media, and
entertainment. The boxing promotions segment produces boxing events and promotes
professional boxers. The media segment, consisting primarily of the Big Content
subsidiary and its ThunderBox subsidiary, manages the creation, distribution
(domestically and internationally), and maintenance of all sports media
holdings, including the Company's media library of videotaped boxing events. The
entertainment segment will produce or co produce films, television programming
and other video products.

                                       -8-

<PAGE>
The Company's reportable segments are strategic business units that offer
different outputs. The following table presents information about the Company's
business segments as of and for the three and nine months ended September 30,
2005:
<TABLE>
<CAPTION>
                                                           For The Three Months Ended  September 30, 2005
                                                       ------------------------------------------------------------
                                                       Boxing promotions     Media     Entertainment       Total
                                                       ------------------------------------------------------------
<S>                                                         <C>              <C>          <C>              <C>
Net revenue from external customers                         $52,762          $34,963      $12,750          $100,475
Income (loss) from operations                           $(1,023,947)       $(336,450)   $(135,754)      $(1,496,151)
Amortization of signing bonuses                             $29,625                -                        $29,625
Amortization of intangible assets                                 -          $45,715                        $45,715
Depreciation and amortization of property and equipment      $1,041           $1,040                         $2,081
Compensatory element of stock and warrant issuances
  for selling, general and administrative expenses         $647,166                -                       $647,166
Interest expense - other                                   $113,451         $      -                       $113,451
Interest expense - related parties                          $46,195         $      -      $30,000           $76,195
Total identifiable assets                                  $438,182         $238,605   $3,989,485        $4,576,772
Capital expenditures for property and equipment             $13,496          $13,496      $20,280           $47,272
</TABLE>
<TABLE>
<CAPTION>
                                                               For The Nine Months Ended  September 30, 2005
                                                       -------------------------------------------------------------
                                                       Boxing promotions     Media     Entertainment       Total
                                                       -------------------------------------------------------------
<S>                                                        <C>               <C>          <C>              <C>
Net revenue from external customers                        $328,580          $64,352      $12,750          $405,682
Income (loss) from operations                           $(3,543,693)     $(1,167,431)   $(349,883)      $(5,061,006)
Amortization of signing bonuses                            $125,852                -                       $125,852
Amortization of intangible assets                                 -         $181,955                       $181,955
Depreciation and amortization of property and equipment      $3,100           $3,100                         $6,200
Compensatory element of stock and warrant issuances      $1,869,555                -                     $1,869,555
  for selling, general and administrative expenses
Interest expense - other                                   $353,581      $         -                       $353,581
Interest expense - related parties                          $96,153      $         -      $90,000          $186,153
Total identifiable assets                                  $438,182         $238,605   $3,989,485        $4,576,772
Capital expenditures for property and equipment             $13,496          $13,496      $20,280           $47,272



The following table presents information about the Company's business segments
as of and for the three and nine months ended September 30, 2004:
                                                               For The Three Months Ended September 30, 2004
                                                          ------------------------------------------------------------
                                                            Boxing promotions         Media               Total
                                                          ---------------------- ------------------ ------------------
Net revenue from external customers                                $126,341          $7,648              $133,989
Income (loss) from operations                                      $499,339        $245,943              $745,282
Amortization of signing bonuses                                    $191,149               -              $191,149
Amortization of intangible assets                                         -         $68,334               $68,334
Depreciation and amortization of property and equipment              $1,544            $761                $2,305
Impairment of intangible assets                                           -        $430,000              $430,000
Compensatory element of stock and warrant issuances                 $50,585         $24,915               $75,500
  for selling, general and administrative expenses
Interest expense - other                                           $125,695         $61,910              $187,605
Interest expense - related parties                                  $37,698         $18,568               $56,266

Total identifiable assets                                          $352,146      $1,071,044            $1,423,190
Capital expenditures for property and equipment                     $10,241         $10,241               $20,482


                                                               For The Nine Months Ended September 30, 2004
                                                           -----------------------------------------------------------
                                                           Boxing promotions      Media                 Total
                                                          ----------------- ------------------ ----------------------
Net revenue from external customers                             $1,819,075         $360,077            $2,179,152
Income (loss) from operations                                  ($2,583,344)     ($1,272,393)          ($3,855,737)
Amortization of signing bonuses                                   $507,091                -              $507,091
Amortization of intangible assets                                        -         $205,000              $205,000
Depreciation and amortization of property and equipment             $4,728           $2,328                $7,056
Impairment of intangible assets                                          -         $430,000              $430,000
Compensatory element of stock and warrant issuances             $1,519,503         $748,412            $2,267,915
  for selling, general and administrative expenses
Interest expense - other                                          $335,620         $165,305              $500,925
Interest expense - related parties                                $118,173          $58,205              $176,378

Total identifiable assets                                         $352,146       $1,071,044            $1,423,190
Capital expenditures for property and equipment                    $10,241          $10,241               $20,482
</TABLE>
                                       -9-
<PAGE>
Foreign revenue disclosure

The Company had revenues from foreign sources in the amounts of approximately
$17,858 and $426,000 for the nine months ended September 30, 2005 and 2004,
respectively. This foreign source revenue accounted for 4.4% and 19.5% of total
revenues for the nine months ended September 30, 2005 and 2004, respectively.
Foreign source revenue is determined by the country in which the fight was
broadcast.

Reconciliation of reportable segment operating loss to consolidated net loss

A reconciliation of reportable segment operating loss to the Company's
consolidated net loss for the three months ended September 30 2005 and 2004 is
as follows:
<TABLE>
<CAPTION>
                                                For The Three Months Ended            For The Nine Months Ended
                                                     Ended September 30,                 Ended September 30,
                                              ---------------------------------    ---------------------------------
                                                 2005              2004                    2005              2004
                                              ---------------- ----------------    ---------------- ----------------
                                                 <C>               <C>                  <C>               <C>
Operating loss                                   ($1,496,151)          $745,282         ($4,367,272)     ($3,855,737)
  Gain on sale of boxing promotional
               agreement                                  -             29,063                    -           59,063
  Loss on disposition of assets                           -                  -                    -           (9,493)
  Interest expense - other                         (113,451)          (187,605)            (353,581)        (500,925)
  Interest expense - related parties                (46,195)           (56,266)             (96,153)        (176,378)
  Financing costs paid in stocks and warrants                         (229,683)            (154,000)      (5,218,885)
                                              ---------------- -----------------   ---------------- ----------------
     Net loss                                    ($1,685,797)          $300,791         ($5,061,006)     ($9,702,355)
                                              ================ =================   ================ ================
</TABLE>

                                      -10-
<PAGE>
Note 3.   Intangible Assets, Net

On March 10, 2003, CKP entered into an agreement with America Presents Boxing
LLC ("APB") whereby APB sold, transferred and assigned to CKP all right, title
and interest in and to APB's library (the "Library") of professional boxing
matches and promotional rights (the "Promotional Rights," and together with the
Library, the "APB Assets") in certain boxers. The purchase price for the APB
Assets was $250,000 (the "Fixed Amount") to be paid in equal monthly
installments of $4,167 as well as an additional payment of $250,000 (the
"Contingent Amount"), contingent upon the aggregate gross purse amounts of
boxer, David Tua, who was (and still is) under contractual arrangement with the
Company. CKP also agreed to pay a certain percentage of the net proceeds derived
from the Promotional Rights to reduce the balance of the Fixed Amount. The
Company's interest in the Library has been subsequently encumbered by a security
agreement as part of a forbearance agreement entered into in March 2004.

The Company's subsidiary, Big Content, Inc ("Big Content"), has granted a first
priority security interest in the Company's library of boxing films to
Livingston Investments, LLC, a related party to the Company, and certain of its
affiliates as collateral for the Company's payment obligations under various
agreements. If the Company fails to perform its obligations under these
agreements, the secured party may seize these assets. In such event, the Company
would lose its rights to its library of boxing films. If this were to occur, the
Company's revenues, profits, results of operations, financial condition and
future prospects would be materially and adversely affected.

Note 4 - Investment in LLC

On June 27, 2005, CKP, through its wholly owned
subsidiary Ckrush Entertainment, Inc. ("Entertainment"), entered into an
Operating Agreement for Identity Films & Company, LLC (the "Operating
Agreement"), a recently formed Delaware limited liability company ("IF&C"), with
its joint venture partner Identity Films, LLC ("Identity"), under which
Entertainment and Identity set forth their respective rights and obligations
with respect to the IF&C. IF&C was formed for the purpose of arranging,
developing and producing, or arranging for the production of all film,
television, music, publishing and related properties of Identity. Lisa Fielding
and Anthony Mastromauro, each members of Identity, will be responsible for the
day-to-day management of IF&C. In addition, Jeremy Dallow and Jim DiLorenzo of
Entertainment will serve as managers of IF&C.

                                      -11-

<PAGE>
Identity is obligated to contribute certain of its film and television
properties in various stages of development, and all revenue derived from such
contributed properties, to IF&C. Entertainment is obligated to make capital
contributions to IF&C in the aggregate amount of approximately $748,000 over a
2-year period beginning on June 27, 2005. Entertainment has made an initial
capital contribution to IF&C in the amount of $114,225. Entertainment may elect
to renew the Operating Agreement beyond its initial term of 2 years for 5
consecutive 1-year renewal periods and upon such renewal, Entertainment is
obligated to make additional capital contributions to IF&C as follows:

o For the first renewal term, an additional capital contribution of $345,000
increased by 5% paid quarterly (the "First Renewal Term Capital Contribution");

o For the second renewal term, an additional capital contribution equal to the
First Renewal Term Capital Contribution increased by 5% paid quarterly (the
"Second Renewal Term Capital Contribution");

o For the third renewal term, an additional capital contribution equal to the
Second Renewal Term Capital Contribution increased by 5% paid quarterly (the
"Third Renewal Term Capital Contribution");

o For the fourth renewal term, an additional capital contribution equal to the
Third Renewal Term Capital Contribution increased by 5% paid quarterly (the
"Fourth Renewal Term Capital Contribution"); and

o For the fifth renewal term, an additional capital contribution equal to the
Fourth Renewal Term Capital Contribution increased by 5% paid quarterly.

Net income of IF&C, if any, shall be allocated to Entertainment and Identity as
follows: 85% to Entertainment and 15% to Identity until Entertainment has been
allocated its minimum preferred return, which is defined as Entertainment's
aggregate capital contributions to IF&C, plus 20% of Entertainment's aggregate
capital contributions to IF&C, plus the aggregate amount of net loss of IF&C, if
any, allocated to Entertainment (the "Minimum Preferred Return"). After
Entertainment has been allocated its Minimum Preferred Return, net income of
IF&C shall be allocated 60% to Entertainment and 40% to Identity, until
Entertainment has been allocated its Maximum Preferred Return, which is defined
as the sum of Entertainment's Minimum Preferred Return plus $500,000 (the
"Maximum Preferred Return"). After Entertainment has been allocated its Maximum
Preferred Return, net income of IF&C shall be allocated 50% to Entertainment and
50% to Identity.

Neither Entertainment or Identity, or any manager of IF&C, shall receive any
salary, fees, commission or other compensation for services rendered to IF&C,
unless approved in writing by Entertainment. However, upon the execution of the
Operating Agreement, the Company issued incentive warrants of the Company to
Lisa Fielding and Anthony Mastromauro to purchase: (i) 100,000 shares of common
stock of the Company, par value $.01 per share (the "Common Stock"); and (ii)
100,000 shares of Common Stock which will vest upon Entertainment being
allocated its Maximum Preferred Return. In both cases, the exercise price of the
warrants will be $.30 per share.

In addition, Entertainment has the right of first refusal to provide or to
arrange for financing for each project or property pursued or developed by IF&C.
Entertainment shall have 30 days following receipt of the proposal for the
project or property and proposed financing to advise Identity in writing that it
will provide or arrange for such financing.

                                      -12-
<PAGE>
Note 5. Notes Payable - Stockholders

In October, 2003, the Company borrowed $220,000 from a shareholder. The note
bears interest at 18% per annum and is currently in default. The balance on this
note at September 30, 2005 amounted to $110,000.

The Company entered into a consulting agreement with one of the Company's
stockholders whereby the stockholder will receive, at a minimum, $5,000 per week
for ten years. The consulting agreement also entitled the stockholder to 10% of
net profit, as defined in the agreement, for events generating total revenues in
excess of $500,000, 20% of net profit from sales related to the acquired video
library and 15% of net proceeds of any qualified financing, as defined in the
agreement, to be used to redeem the stockholder's Series C Convertible Preferred
stock at a share price equal to the liquidation preference value per share. The
Company, however, had the ability to terminate the consulting agreement after
covered payments, as defined in the agreement, of $4,300,000 were made no later
than March 25, 2005 or $5,300,000 were made no later than March 25, 2012. As
such, the Company recorded the minimum payments pursuant to the consulting
agreement as additional purchase consideration at a present value of
approximately $1,449,000 as of the Big Content merger date of March 15, 2002,
(as discussed in the Company's 10-KSB for the year ended December 31, 2004),
using an imputed interest rate of 15% per annum.

In connection with the above referenced consulting agreement in the original
amount of $2,600,000 which is payable in weekly installments of $5,000 over ten
years without interest. The total remaining amount owing as of September 30,
2005 was $2,028,998. In accordance with the guidance in paragraph 37(k) of SFAS
141, this liability was recorded at present value of $1,439,093, as of September
30, 2005, utilizing appropriate current imputed interest rates. The Company
determined that an appropriate imputed interest rate was 15% per annum. The
amount of interest imputed for the nine months ended September 30, 2005 and 2004
was $150,544 and $138,959 respectively.

                                      -13-
<PAGE>
In connection with the above referenced agreement, on February 10, 2005 the
Company entered into an agreement with its largest debt holders to retire and
forgive indebtedness, terminate a consulting agreement and terminate and release
liens on its boxing video library. The above referenced agreement with
Livingston Investments,LLC and Mackin Charitable Remainder Trust will eliminate
approximately $3,500,000 of debt and obligations of CKP, including approximately
$800,000 of future obligations. Livingston and Mackin shall receive, in addition
to cash consideration, an aggregate of 800,000 shares of common stock and a
warrant to purchase 1,500,000 shares of Common Stock of the Company, vesting
annually over a 5 year period commencing in 2006. The warrants have an exercise
price of $.10 per share. The shares and warrants will be unregistered and the
shares as well as the shares underlying the warrants shall have the benefit of
"piggy-back" registration rights and other rights subject to vesting. The
parties shall also enter into an exclusive licensing agreement regarding the
licensing of certain electronic media rights to boxing libraries owned by CKP
outside of the United States. Additionally, the Company shall pay the parties as
designated $330,000 in three monthly installments commencing February, 2005. The
parties have executed a binding term sheet reflecting their agreements, which
will be amplified by the execution and delivery of definitive agreements by the
parties. On July 29, 2005, the Company paid $20,000 to the debt holders, and the
Company and the holders signed an extension until October 1, 2005. In the event
the Company does not pay the parties on or before October 1, 2005 there shall be
an additional penalty payment due of $25,000. The Company and the holders have
signed another extension until December 15, 2005.

On June 15, 2005, the Company entered into a Conversion Agreement (the
"Conversion Agreement") with a certain holder of the Company's 10% $525,000
principal amount promissory notes dated May 19, 2003 to September 25, 2003 (the
"Notes"). The Company was previously in default on the payment of principal and
interest under the notes. Pursuant to the Conversion Agreement, the holder
agreed to convert the entire principal amount and interest payable under the
Notes as of June 15, 2005 into shares of the Company's common stock, par value
$.01 per share (the "Common Stock"), at a conversion price equal to $.30 per
share. Accordingly, the holder delivered a notice of conversion to the Company
upon execution of the Conversion Agreement in which the holder converted
the entire balance payable under the Notes (principal plus accrued interest) in
the aggregate amount of $625,419 into 2,084,730 shares of Common Stock.


Note 6.  Due to Stockholders/Officers

The Company has an unsecured non-interest bearing advance payable to the
Company's President. At September 30, 2005, the balance owed to the Company's
President was $252,272.

The Company has an unsecured non-interest bearing advance payable to the
Company's Vice President. At September 30, 2005, the balance owed to the
Company's Vice President was $3,872.

                                      -14-


<PAGE>
Note 7. Stockholders' Deficiency

On January 10, 2005, the Company entered into a three year consulting agreement
with a consultant to provide general consulting services to the Company.
Pursuant to the agreement, the Company has issued to the consultant 3,000,000
restricted shares of the Company's common stock valued at $1,530,000 (to be
amortized over the life of the agreement) for various services to be provided.
Such shares were registered with the Securities and Exchange Commission on Form
S-8 Registration Statement filed with the Commission on January 18, 2005.
Additionally the Company has agreed to issue to the Consultant warrants to
purchase an aggregate of twelve million (12,000,000) shares of Common Stock
("Warrants"), valued at approximately $5,880,000 (to be amortized over the life
of the agreement and vesting terms), at an initial exercise price of $0.10 cents
per share. The Warrants shall provide for cashless exercise. Notwithstanding any
failure of the Consultant to perform any Services under this Agreement or the
termination of this Agreement by the Company or the Consultant, with our without
cause, the Warrants shall automatically vest and be immediately exercisable by
the Consultant in three equal installments as follows: (i) Warrants to purchase
four million (4,000,000) shares of Common Stock upon the execution of this
Agreement, (ii) Warrants to purchase to purchase four million (4,000,000) shares
of Common Stock on the first anniversary of the date of this Agreement, and
(iii) Warrants to purchase four million (4,000,000) shares of Common Stock on
the second anniversary of the date of this Agreement. Amortization expense
recorded as compensation element of stock and warrant issuance amounted to
$647,166 during the quarter ended September 30, 2005.

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

On February 9, 2005, the Company began to offer up to $3,000,000 in Common Stock
of the Company for sale to accredited investors at a price of $.36 per Share
(the "Offering") on a "best efforts" basis. The offering was open until May 5,
2005. The shares offered will have the benefit of "piggy-back" registration
rights. On March 23, 2005, the Company revised the per share purchase price of
the Shares from $0.36 per share to $0.25 per share. During the nine months ended
September 30, 2005, the Company sold 1,001,600 shares for $250,400.

On February 15, 2005, the Company entered into a conversion agreement with a
debt holder, whereby the holder is currently owed in the aggregate $275,000 by
the Company on various short term loans of which the Company is currently in
default. The holder agreed to convert $75,000 of his loan into 208,333 shares of
Common Stock of the Company at a price of $.36 per share. In connection with
this conversion, the Company recorded $43,750 as financing costs. The holder
further agreed to enter into a new 6-month note with the Company for the
remainder of the $200,000 principal amount outstanding. In exchange the Company
agreed to issue to the holder 250,000 shares of the Company's Common Stock as a
penalty payment for being in default of the $275,000 loans. The value of the
250,000 penalty shares amounted to $142,500 and was charged to operations as
finance costs in the year ended December 31, 2004.

                                      -15-


<PAGE>
As of September 30, 2005, the Company sold an aggregate of 6,559 shares of
Series E Preferred Stock, at a price of $360 per share, for gross proceeds of
$2,361,396 with a liquidation preference of $2,361,240. In connection with this
offering, the Company's Board of Directors authorized the issuance of up to
14,000 shares of a Series E Convertible Redeemable Preferred stock. Each share
of Series E Convertible Redeemable Preferred Stock is convertible into 1,000
shares of the Company's common stock, par value $.01 per share, subject to
adjustment upon specified events. The Series E Convertible Redeemable Preferred
Stock carries an aggregate liquidation preference value of $5,040,000.

On June 28, 2005, TV The Movie Holdings, LLC and Beer League Holdings, LLC
(collectively, the "Holding Companies"), each of which Entertainment, is the
sole managing member and owns a controlling ownership interest therein, closed a
private placement offering (the "Offering") pursuant to which the Holding
Companies sold and issued an aggregate of approximately 69 units of revenue
participation rights ("RPRs") to certain accredited investors for an aggregate
purchase price of approximately $3,800,000. The aforementioned securities were
sold in reliance upon the exemption afforded by the provisions of Regulation D,
as promulgated by the Securities and Exchange Commission under the Securities
Act of 1933, as amended.

The RPRs were issued in connection with proposed motion pictures currently
entitled "Beer League" and "TV The Movie" in which production of said films
shall be performed by applicable development and production partners of
Entertainment through separate, single purpose business entities also managed by
Entertainment (the "Production Entities"). The Holding Companies will (i) be
responsible for the production of each motion picture through the Production
Entities, (ii) own the completed films and the copyrights thereto, and (iii) be
responsible for the commercial exploitation of the rights in the motion pictures
in all media outlets throughout the world. The proceeds from the Offering will
be used to finance the production of the motion pictures in an amount equal to
approximately $2,750,000 for each picture, inclusive of certain fees and
expenses. Entertainment shall have the discretion as to the funding of the
motion pictures and with respect to all decisions regarding the timing of the
application of funds toward pre-production, production and post-production
activities of the motion pictures. In addition, Entertainment, together with its
production partners (as applicable), shall make all decisions regarding
distribution, licensing, promotion and exploitation of the rights in the motion
pictures. The investors shall have no direct role in the management of the
Holding Companies, Production Entities or otherwise relating to the motion
pictures, it being the intention of the parties that the investors shall have
passive economic rights through the RPRs and as Class B non-voting members of
the Holding Companies with each investor's ownership percentage therein being
proportionate to their respective purchase price.

To the extent of available cash flow from the Holding Companies, the RPRs shall
entitle the investors a return of 100% of their respective purchase price, plus
a 20% preferred return, after deduction of (i) guild or union liens or
obligations, (ii) unpaid direct expenses of the motion pictures, (iii)
unaffiliated third party sales agency fees or commissions, and (iv) any gross
royalties payable to unaffiliated third parties which are not subordinate to the
Offering. If the $2,750,000 per picture funding amount (the "Per Picture Funding
Amount") is fully funded in the aggregate amount of $5,500,000, the investors
shall receive an aggregate 15% interest in the residual cash flow of the Holding
Companies. In the event that less than the Per Picture Funding Amount is raised
for each motion picture, the aggregate share of the residual cash flow to the
investors shall be reduced on a proportionate basis.

                                      -16-


<PAGE>
In addition, the Company and Entertainment entered into a Guaranty Agreement
(the "Guaranty Agreement") dated as of June 28, 2005 with an accredited investor
who purchased a principal amount $3,000,000 convertible debenture from one of
the investors of the Offering. Pursuant to the Guaranty Agreement, the Company
and Entertainment guaranteed the repayment of the convertible debenture since
the proceeds from the convertible debenture were utilized by the investor to
purchase RPRs. The holder of the convertible debenture has the right to enforce
the guaranty at any time commencing on the second anniversary of the date of the
Guaranty Agreement or earlier upon the occurrence of (i) a material breach under
the limited liability company agreements of the Holding Companies which affects
the rights of the holder, (ii) an event of default of the Security Agreements
each dated as of June 28, 2005 which the investor in the Offering and the
Holding Companies entered into with the holder of the convertible debenture,
(iii) a material breach by Entertainment of the Subscription Agreement in
connection with the Offering, or (iv) a material breach of the Security
Agreement dated as of June 28, 2005 which Entertainment entered into with the
holder of the convertible debenture (as further described below).

Further, on June 28, 2005 Entertainment entered into a Security Agreement with
the holder of the convertible debenture in which Entertainment granted to such
holder a security interest in any and all of Entertainment's rights and
interests in the Holding Companies, including, without limitation, (i) any and
all distributions to Entertainment from the Holding Companies in connection with
the motion pictures, and (ii) any and all rights to the proceeds of the motion
pictures derived from their commercial exploitation including the screenplays,
scripts, films, video tapes, digital or other productions, trailers, screenplay
props, still prints, box office share, and revenue derived from any of the
foregoing (collectively, the "Pledged Property"). The Pledged Property shall
secure the obligations of Entertainment if there is an event of default under
the Guaranty Agreement which Entertainment entered into with the holder of the
convertible debenture (as described above).

On June 28, 2005, the Company entered into a Pledge and Escrow Agreement (the
"Pledge Agreement") with the holder of the convertible debenture and a certain
escrow agent pursuant to which the Company agreed to pledge shares of its common
stock, par value $.01 per share (the "Common Stock"), to secure the payment of
the Company to the holder of the convertible debenture, if and when due, under
the Guaranty Agreement. The Company agreed to pledge and deliver such number of
shares of Common Stock on the Pledge Determination Date (as hereinafter defined)
equal to (i) the product of the total amount outstanding under the convertible
debenture as of the date eighteen months from June 28, 2005 ("Pledge
Determination Date"), (ii) multiplied by three, and (iii) divided by the average
of the closing bid price of the Common Stock for the fifteen trading days
immediately preceding the Pledge Determination Date. The holder of the
convertible debenture has the right to enforce its rights under the Pledge
Agreement if the Company defaults with respect to its obligations under the
Guaranty Agreement, as described above.


On July 8, 2005, the Company entered into certain agreements, each dated as of
June 30, 2005, in connection with Pledge This Holdings, LLC ("Pledge, LLC")
which the Company formed with certain other parties on September 30, 2004, and
which the Company's Executive Vice President is currently the sole managing
member and which the Company owns a minority ownership interest therein, for the
purpose of obtaining necessary financing, producing and distributing a
feature-length motion picture tentatively entitled "Pledge This!" (the
"Picture"), including theatrical and non-theatrical distribution, over-air and
cable television broadcast, and DVD/video distribution.


                                      -17-


<PAGE>
On July 8, 2005, the Company entered into Amendment No. 1 to the Guaranty and
Pledge Agreement (the "Amendment") dated as of June 30, 2004 with certain
accredited investors who invested an aggregate of $1,000,000 in Pledge, LLC on
June 30, 2004. Pursuant to the original Guaranty and Pledge Agreement (the
"Original Agreement") dated as of June 30, 2004, the Company guaranteed the
repayment of the $1,000,000 investment, to the extent that Pledge, LLC has not
repaid such amount (the "Total Repayment Amount") to the investors on or prior
to June 30, 2005 from the commercial exploitation of the Picture. Under the
Original Agreement, the Company and the investors agreed to extend the date of
repayment from June 30, 2005 to December 31, 2005.

In addition, on July 8, 2005 the Company entered into a Contribution and
Indemnification Agreement (the "Contribution Agreement") with World Wide South
Beach, LLC ("WWSB"), which also entered into a Guaranty Agreement in favor of
the investors of Pledge, LLC on June 30, 2005, for the repayment of the
Total Repayment Amount in the event that Pledge, LLC has not yet earned
sufficient proceeds from the commercial exploitation of the Picture, pursuant to
which the Company and WWSB agreed to share and allocate the repayment of the
Total Repayment Amount. In the event that all or a portion of the Total
Repayment Amount remains due as of December 31, 2005, WWSB is obligated to pay
80% of the Total Repayment Amount, or such portion thereof that remains due, and
the Company is obligated to repay 20% of the Total Repayment Amount, or such
portion thereof that remains due. To the extent that the Company or WWSB pay
less than the allocable share, then one party is liable to the other under the
Contribution Agreement. To the extent that the Company or WWSB repay all or a
portion of the Total Repayment Amount to the investors, the Company and WWSB are
subrogated to the rights of the investors.


Further, on July 8, 2005 the Company entered into Amendment No. 1 to the Class A
Common Stock and Installment Payment Agreement (the "Installment Payment
Amendment") with the investors. Under the original Class A Common Stock and
Installment Payment Agreement (the "Original Installment Payment Agreement")
which the Company entered into with the investors on June 30, 2004, the
Company agreed to reserve for further issuance to the investors 1,000,000 shares
of the Company's Class A Common Stock, par value $.01 per share (the "Common
Stock") and thereafter issued said shares of Common Stock to the investors. In
addition, under the Original Installment Payment Agreement the Company agreed to
pay to the investors an amount equal to 12% of the investors' Total Repayment
Amount per annum, payable on a quarterly basis. Pursuant to the Installment
Payment Amendment, the Company agreed to pay to the investors, on a pro rata
basis, the installment payment amount of $120,000 in full at the closing of the
transactions contemplated under the Installment Payment Amendment, which payment
was made by the Company as follows:


o $60,000 was paid by us to each investor, on a pro rata basis, and

o the Company issued 750,000 shares of the Company's Common Stock to each
  investor, on a pro rata basis.

                                      -18-

<PAGE>
Also, pursuant to the Installment Payment Amendment the Company agreed to pay to
the investors, on a pro rata basis, an amount equal to the product of 14.4% per
annum, covering the period from June 30, 2005 to December 31, 2005,
multiplied by the then outstanding Total Repayment Amount of the investors under
the Pledge, LLC Operating Agreement (the "Extension Period Amount"), which
amount shall accrue daily and be payable in cash in a lump sum on December 31,
2005 or until the date the investors receive payments in cash equal to the Total
Repayment Amount, either in payments or distributions under the Pledge, LLC
Operating Agreement in accordance with its terms or as a result of:


     o    payments by us to the investors under the Amendment,
     o    payments by WWSB to the investors under a certain Guaranty, dated as
          of September 30, 2005, by WWSB in favor of the investors, and
     o    payments or distributions from any other person, including third party
          financing sources and investors.


Following the date upon which the Total Repayment Amount is paid to the
investors, any amounts due under the Installment Payment Amendment, including
the Extension Period Amount, shall cease to accrue.

On August 30, 2005, the Company and its subsidiary Ckrush Entertainment, Inc.
entered into an agreement with Adam Vetri to produce the film project titled "TV
the Movie". As full compensation for services rendered, the Company shall pay
Vetri the sum of $100,000 and 150,000 restricted shares of the Company's common
stock. Such shares shall have the benefit of piggy-back registration rights.

On September 2, 2005, the Company issued 500,000 shares of its common stock to a
lender pursuant to a $100,000 convertible Note.

On September 24, 2005, the Company and its subsidiary Ckrush Sports, Inc.
entered into a 24 month consulting agreement with Dino Duva (the "Consultant")
for the Consultant to provide services to the Company and Ckrush Sports in
connection with the Company's boxing related business, including, among other
things, promotional agreements with boxers; contracts with boxers; management
and administration of live boxing events; contracts with governmental regulatory
agencies, media companies, venues, advertisers, sponsors, trainers, other
promotional companies; and the creation, licensing, marketing, distribution and
sales of any boxing video library.

Pursuant to the Consulting Agreement, the Consultant is being paid the sum of
$5,000 per month, along with discretionary bonuses. The Consultant is also
entitled to receive as additional compensation, 500,000 shares (non-registered)
of the Company's common stock, along with certain periodic stock options.

Also, in a related transaction to the execution of the Consulting Agreement, the
Company has contracted to receive, for additional compensation to the
Consultant, an assignment of Consultant's interest to certain profits and
distributions from Duva Boxing, LLC.


                                      -19-
<PAGE>
Warrants

Warrant activity and weighted average exercise prices for the nine months ended
September 30, 2005 was as follows:
<TABLE>
<CAPTION>
Weighted Average
                                                                                Number of Warrants  Exercise Price
                                                                                 ---------------    ---------------
<S>                                                                                   <C>                     <C>
Outstanding, December 31, 2004                                                        9,823,113      $        0.61

Issued in connection with an agreement for professional services                     12,945,000      $        0.10
Exercised                                                                              (333,332)     $        0.19
Expired                                                                                (283,408)     $        5.00
                                                                                 ---------------    ---------------
Outstanding, September 30, 2005                                                      22,151,374      $        0.39
                                                                                 ===============    ===============
</TABLE>

Note 8. Litigation

Golden Gloves (PTY) Limited

On November 13, 2001, Golden Gloves (PTY) Limited, a boxing promoter based in
Johannesburg, South Africa ("Golden Gloves"), commenced a legal action in the
Supreme Court of the State of New York, County of New York against CKP and the
Company's President. Golden Gloves alleged that CKP breached an agreement to
share certain profits related to certain boxers. This matter had been settled in
accordance with a written agreement dated February 20, 2003 between the parties.
The details of the agreement are confidential, but they basically involved an
extended payout over two years. In the event of a default of this agreement, the
Company will be responsible for the full amount of any unpaid balance, interest
and legal fees. The Company has not made any payments pursuant to the settlement
agreement and, therefore, is in default of the agreement. As of September 30,
2005 the Company remains in default of the settlement agreement.

Zomba Recording Corporation

In July 2002, CKP and Mr. Kushner agreed to a stipulation for judgment against
the Company's President by Zomba Recording Corporation ("Zomba") related to
amounts owed Zomba under an Amended and Restated Promissory Note dated August 2,
2001 in the amount of $762,876. Further, in August, 2002, the Company's
President executed a Mortgage Security Agreement granting a security interest in
an apartment property owned by the Company's President to Zomba. As of September
30, 2005, the unpaid balance owed to Zomba by CKP was approximately $267,000 and
is reported as current notes payable.

                                      -20-

<PAGE>
J.P. Morgan Chase & Company

The Company had a $200,000 credit line through a bank. During 2001, the line of
credit expired and the bank converted the outstanding amount to a note payable.
The note was payable in 36 monthly principal payments of $5,549, plus 6%
interest per annum. The note was secured by assets of the Company and personally
guaranteed by certain stockholders of the Company. Furthermore, the President of
the Company was required to subordinate $578,735 of his loans to the Company in
connection with this note.

On January 13, 2004, a judgment in the amount of $95,145 was entered into in
favor of the bank against the Company and its President in connection with the
default of the note outstanding. On May 5, 2004, the Company and the bank
reached a forbearance agreement whereby the Company would pay out the
outstanding principal amount, plus interest, in 60 monthly payments of $1,752
each, in exchange for forbearance on any additional efforts to collect upon the
unsatisfied portion of the judgment balance with interest at 4% per annum. The
balance on this obligation at September 30, 2005 amounted to $67,223, which is
categorized as accrued litigation and judgments payable in the Company's
condensed consolidated financial statements. The Company is currently in
compliance of the terms set forth in the forbearance agreement.

                                      -21-
<PAGE>
Securities & Exchange Commission

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

     o    Monetary fines levied upon the Company and its officers and directors;

     o    Permanently barring Messrs. Kushner, DiLorenzo and Angel from serving
          as officers or directors of the Company and any other publicly traded
          corporation; and

     o    Permanently restraining and enjoining the Company, its officers and
          directors from violating the federal securities laws, rules and
          regulations.

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

                                      -22-


<PAGE>
National Sports Partners

On May 29, 2003, National Sports Partners, a New York general partnership
("NSP") and owner of Fox Sports Net Broadcast Service ("FOX"), commenced legal
action in the Supreme Court of the State of California, County of Los Angeles,
against the Company. NSP alleged that Company breached an agreement to pay for
advertising time pursuant to an agreement, failed to pay for certain production
fees and costs for producing and airing boxing events on Fox, and is suing the
Company for approximately $239,200, plus interest, costs and attorney fees. As
of September 30, 2005, the Company had accrued approximately $174,300 as a
potential liability to NSP.

On or about August 31, 2004, the Company reached a letter agreement with
National Sports Partners, wherein National Sports Partners has agreed to forbear
from further action against the Company in exchange for full payment over time
as stipulated in the agreement of the judgment amount outstanding equal to
$239,486, plus any deferred interest. As of September 30, 2005 the Company has
paid $65,000 against the judgment amount. However, the Company is currently in
default of the letter agreement.

Shane Mosley

On August 23, 2002, the Cedric Kushner Promotions, Ltd ("CKP, Ltd."), currently
a wholly owned subsidiary of the Company, and a boxer agreed to settle a
disputed matter related to the sharing of certain profits between the boxer and
the CKP, Ltd. CKP, Ltd. had agreed to pay the boxer approximately $610,000,
excluding amounts previously paid, plus interest by April 30, 2003. On June 2,
2003, CKP, Ltd. defaulted on the agreed upon settlement terms, and a judgment
was entered in favor of the boxer in the approximate amount of $610,000, less
any principal paid by CKP Ltd. On July 16, 2003, a restraining order was placed
in favor of the boxer against CKP, Ltd. that prohibited the sale, transfer,
assignment, or interference of CKP, Ltd.'s property at a certain financial
institution until the judgment is satisfied or vacated.

On May 6, 2004, CKP, Ltd and the boxer entered into settlement discussions. In
connection with these settlement talks, on behalf of CKP, Ltd, the Company
agreed to pay the boxer $50,000 in exchange for forbearance on any additional
efforts to collect upon the unsatisfied portion of the judgment against CKP, Ltd
until August 1, 2004. The settlement discussions, at that time, were
unsuccessful.

On August 9, 2005, the boxer filed an application in the Supreme Court, State of
New York, New York County, Index No. 110985/05 seeking leave to serve a new
restraining order against CKP, Ltd. in further enforcement of the judgment
entered. CKP, Ltd. has opposed this application and no decision has yet been
rendered on this motion.

On September 14, 2005, the boxer filed suit in the United States District Court,
Southern District of New York, Case No. 05 cv 7989 against the Company and
certain of its officers, directors and employees. This action seeks to enforce
the prior judgment entered against CKP, Ltd. against the Company and these
officers, directors and employees on different theories of fraudulent
conveyance. The Company's time to answer this newly filed Complaint has not yet
expired and the Company intends to vigorously defend against this case.

As of September 30, 2005, the Company had recorded as current notes payable
$385,359 as the remaining principal liability to the boxer plus accrued interest
of approximately $114,000.

                                      -23-


<PAGE>
Currently the Company is negotiating a settlement of these matters but, there
can be no assurance that a settlement will ensue or that any settlement reached
will be on terms favorable to CKP, Ltd. and/or the Company.

Dewayne Layfield

On or about March 10, 2003, APB and CKP, Ltd. entered into an agreement (the
"March 10, 2003 Agreement") pursuant to which CKP, Ltd. agreed to purchase,
inter alia APB's videotaped library of professional boxing contests and all
associated contracts and agreements, including any bout agreements between APB
and each fighter featured on a tape in the Library and any co-promotion
agreements between APB and any other promoter relating to each such fighter(the
"Library") for the sum of $250,000 payable in equal monthly installments of
$4,167.00. Pursuant to the March 10, 2003 Agreement, CKP, Ltd. agreed to execute
and deliver to APB a $250,000 non-interest bearing promissory note (the "APB
Note") evidencing CKP Ltd.'s indebtedness to APB. Pursuant to the March 10, 2003
Agreement, if APB was unable to "deliver" all or part of the Library to CKP,
Ltd. as agreed "the parties shall mutually agree on an appropriate price
reduction for the purchase price of the Library," which price reduction shall
"effect a pro rata reduction in the remaining payments due under the [APB]
Note." APB subsequently assigned its rights under the March 10, 2003 Agreement
and/or the APB Note to L. DeWayne Layfield. On September 1, 2004, CKP, Ltd.,
acting at the request of APB, executed a substitute $250,000 promissory note in
favor to L. DeWayne Layfield (the "Layfield Note"). The Layfield Note was
payable $1,000 per month from October 1, 2003 through January 1, 2004, $2,000
per month from February 1, 2004 through July 1, 2004 and $4,000 per month from
August 1, 2004 through July 1, 2009. The Layfield Note is expressly subject to
any defenses which CKP, Ltd. had against APB under the March 10, 2003 Agreement.
As of December 31, 2003, the note was allegedly in default. On or about January
8, 2004, the L. DeWayne Layfield commenced an arbitration against CKP, Ltd. (the
"First Arbitration") in which it was alleged that the CKP, Ltd. had defaulted
upon the terms of the $250,000 note dated September 1, 2003. On or about March
30, 2004, the First Arbitration was settled pursuant to which Mr. Layfield and
CKP, Ltd. entered into a Forbearance Agreement pursuant to which the outstanding
balance due under the note was restructured pursuant to a payout schedule. Mr.
Layfield was given additional security interest in the Library, as collateral in
the event of a material default, for the debt and the arbitration was dismissed
without prejudice. On December 3, 2004, APB, Cedric Kushner Promotions, Inc.
("CKP, Inc."), Mr. Layfield and Team Freedom Promotions, Inc. entered into an
agreement pursuant to which, inter alia, the amount owed to Mr. Layfield under
the Layfield Note was reduced in exchange for payments of a $50,000 payment to
APB. During March 2005, there was a second alleged default under the Layfield
Note and under the Forbearance Agreement. On or about April 13, 2005, Layfield
commenced a second arbitration against CKP, Ltd. (the "Second Arbitration"),
alleging breach of the Layfield Note and the Forbearance Agreement. In the
Second Arbitration, Mr. Layfield is seeking to recover unpaid principal and
interest in the amount of $171,682.27 plus unspecified attorneys' fees and
costs. On June 28, 2005, CKP, Ltd. filed an answer to Layfield's statement of
claim in the Second Arbitration in which CKP, Ltd. sought, inter alia, a
declaration that CKP, Ltd. had no further obligation to Layfield under the
Layfield Note and that the Layfield Note was null and void due to APB's breaches
of the March 10, 2003 Agreement by, inter alia, failing to deliver the APB
Library to CKP, Ltd. On or about July 22, 2005, CKP, Ltd. filed a counterclaim
and third-party complaint against Layfield and APB seeking to recover amounts
previously paid to Layfield and/or APB under the March 10, 2003 Agreement, the
APB Note and the Layfield Note. Layfield has objected to the assertion of such
claims, and the arbitrator has not yet ruled on their permissibility. Trial of
this matter is presently scheduled for October 25, 2005. CKP, Ltd. intends to
vigorously defend this matter.
                                      -24-


<PAGE>
Designscape

On or about April 28, 2005 an action was commenced in New York State Supreme
Court, of which the Company was served on or after May 16, 2005, by Designscape,
Inc., against Cedric Kushner Promotions, Inc., Cedric Kushner Promotions, Ltd.,
Big Content, Inc., Cedric Kushner, and James DiLorenzo, alleging breach of
contract and purported misrepresentations with respect to an alleged oral
agreement to provide certain goods and services in connection with the
production and staging of Big Content's Thunderbox television series and seeking
alleged compensatory damages of approximately $550 thousand dollars and
unspecified exemplary damages. On or about July 7, 2005 an answer and
counterclaim were timely interposed on behalf of each defendant denying the
material allegations of Designscape's claims and asserting a counterclaim
seeking for overpayments to Designscape by Big Content and for compensatory
damages believed to be in excess of $150,000. On or about July 26, 2005,

Designscape served a reply denying the material allegations in the counterclaim.
The matter remains pending. The Company denies the merit of the claims of
Designscape and does not believe the matter will ultimately have a materially
adverse effect upon the Company's performance.

First Equity

On June 17, 2005, First Equity Capital Corporation ("First Equity"), a Louisiana
Corporation, filed an action against Cedric Kushner Promotions, Inc. ("CKP,
Inc.") in the Circuit Court of the 15th Judicial Circuit in and for Palm Beach
County, Florida, alleging that the Company breached an unsigned Consulting and
Acquisition Agreement pursuant to which the Company allegedly hired First Equity
to provide certain services to the Company. First Equity alleges that the
Company is obligated to pay First Equity $1,525,000 and to grant First Equity
"up to 4,000,000 registered shares" of the Company's common stock. On or about
August 8, 2005, CKP, Inc. filed a motion to dismiss the complaint on Statute of
Frauds grounds. This motion was denied on September 8, 2005. On or about
September 15, 2005, CKP, Inc. filed a motion for reconsideration of the
September 8, 2005 Order denying CKP, Inc.'s motion to dismiss. This motion for
reconsideration was denied on or about September 28, 2005. CKP, Inc. has filed
an answer denying any liability to First Equity and raising numerous affirmative
defenses. CKP, Inc. is in the process of taking discovery in this matter and
intends to vigorously defend this case.

                                      -25-



<PAGE>
Others


In the normal course of business, the Company is involved in legal disputes,
concerning contractual rights and breaches of contract related to its boxers and
the promotion of boxing events, claims by certain service providers, and other
issues. At September 30, 2005, the Company had accrued $1,095,432, inclusive of
the amounts previously discussed, in addition to $652,233 classified as notes
payable.

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


Note 9.   Major Customer

Revenue from one customer accounted for approximately 52% and 42% of revenues
for the nine months ended September 30, 2005 and 2004, respectively.


Note 10.  Minority Interest

At September 30, 2005, the Company's majority owned subsidiaries, Beer League
Holdings, LLC and TV the Movie Holdings, LLC, received $4,547,853, net of
transaction costs, to provide funding for the production of the movies "Beer
League" and "TV the Movie". The Company's controlling interests in both movies
are held in Beer League Holdings, LLC and TV the Movie Holdings, LLC.


Note 11.  Restricted Cash

Restricted cash is made up of funds raised in connection with the Company's
subsidiaries, Beer League Holdings, LLC and TV the Movie Holdings, LLC. Such
funds are to be made available only to these subsidiaries. For the period ended
September 30, 2005, the Company had no restricted cash.

Note 12.  Subsequent Events

Effective November 1, 2005, Big Content entered into a License Agreement with
English Distribution, LLC with respect to Big Content's boxing library. English
Distribution, LLC is authorized to distribute the contents of that library
throughout the world, except in the United States for a term of three (3) years.
English Distribution, LLC is entitled to a twenty percent (20%) commission from
the license fees, net of certain costs. The balance of the license fees will be
distributed seventy-five percent (75%) to English Distribution, LLC and
Twenty-Five (25%) percent to Big Content.

On November 1, 2005, the Company terminated its previously mentioned loan with a
stockholder in consideration of the issuance to Livingston of 800,000 shares of
common stock and an agreement to pay Livingston $257,000 on or before December
15, 2005. The shares are subject to a registration rights agreement.


On or about November 8, 2005, the Company entered into a global settlement of
its dispute with a boxer. Pursuant to the settlement, the Company agreed to pay
the sum of $625,884.40 to the boxer, plus continuing interest, through
installment payments to be made by paying to the boxer 60% of the net profits
from boxing events promoted or co-promoted by the Company (retroactively
commencing September 2005) until the outstanding sum, plus accruing interest, is
paid in full. The settlement further provides that the Company shall receive a
$100,000 credit toward the outstanding sum owing by the required transfer and
assignment of its rights to the Mosley Video Library held by the Company. In the
event that the full outstanding balance is not paid by the Company on or before
December 31, 2008, any unpaid balance owing shall be immediately accelerated and
shall be come immediately due and payable. CKP, Ltd and Cedric Kushner
individually have guaranteed this final payment obligation if any sum remains
unpaid as of December 31, 2008. Based upon the above settlement, the Federal
Action is currently being dismissed.

                                         -26-


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

INTRODUCTION AND CERTAIN CAUTIONARY STATMENTS

The following discussion of our financial condition and results of our
operations should be read in conjunction with the Financial Statements and Notes
thereto. Our fiscal year ends December 31. This document contains certain
forward-looking statements including, among others, planned capital expenditure
requirements, cash and working capital requirements, the Company's expectations
regarding the adequacy of current financing arrangements, fight demand and
demand for our other entertainment properties market growth, other statements
regarding future plans and strategies, anticipated events or trends, and similar
expressions concerning matters that are not historical facts. These
forward-looking statements are based largely on our current expectations and are
subject to a number of risks and uncertainties. Actual results could differ
materially from these forward-looking statements. Important factors to consider
in evaluating such forward-looking statements include (i) changes in external
factors or in our internal budgeting process which might impact trends in our
results of operations; (ii) unanticipated working capital or other cash
requirements; (iii) changes in our business strategy or an inability to execute
our strategy due to unanticipated changes in the industries in which we operate;
and (iv) various competitive market factors that may prevent us from competing
successfully in the marketplace.

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.
                                      -27-



<PAGE>
COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004

Revenues decreased by $33,514 or 25%, to $100,475 for the three months ended
September 30, 2005 from $133,989 for the same period in the prior year. The
decrease was due to a decrease in boxing promotion income of approximately
$73,579 and is offset by an increase in media income of approximately $27,315
and Entertainment income of approximately $12,750.

Revenue from a single customer accounted for approximately 54% of revenues for
the three months ended September 30, 2005, compared to 33% from a single
customer for the same period in 2004.

Cost of revenues, consisting of $93,289 in boxing promotion costs and $19,069 in
media costs, increased by $24,460, or 28%, to $112,358 for the three months
ended September 30, 2005, compared to $87,898 incurred for the three months
ended September 30, 2004. The decrease is due to additional special costs
incurred in boxing promotions which did not result in increase revenues. Gross
income decreased by $57,972 from a gross profit of $46,089 or 34% for the three
months ended September 30, 2004 to a gross loss of $11,883 or 11.8% for the
three months ended September 30, 2005.

The Company currently has three reportable segments, boxing, media and
entertainment. The following represents a comparison of revenues, cost of
revenues, and gross (loss) profit by segment for the three months ended
September 30, 2005 and September 30, 2004:
<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED SEPTEMBER 30,
                                                   2005        % of total        2004          % of total
                                                   ----        ----------        ----          ----------
<S>                                               <C>               <C>          <C>                   <C>
REVENUES
   Boxing promotions                          $       52,762        52.5%   $       126,340            94.2%
   Media                                              34,963        34.8%             7,648             5.8%
   Entertainment                                      12,750        12.7%
                                              --------------- ------------  ---------------- ----------------
        TOTAL REVENUES                               100,475       100.0%           133,988           100.0%
                                              --------------- ------------  ---------------- ----------------
COST OF REVENUES
   Cost of revenues - boxing promotions               93,289        92.8%           297,480           222.0%
   Cost of revenues - media                           19,069       19.07%          (209,581)         (156.4)%
                                              --------------- ------------  ---------------- ----------------
      TOTAL COST OF REVENUES                         112,358       111.8%            87,899            65.6%
                                              --------------- ------------  ---------------- ----------------
GROSS PROFIT (LOSS)
   Boxing promotions                                 (40,527)      (40.3)%         (171,140)          (127.7)%
   Media                                              15,894        15.8%           217,229            162.1%
   Entertainment                                      12,750        12.7%
                                              --------------- ------------  ---------------- ----------------
   TOTAL GROSS PROFIT (LOSS)                  $      (11,883)      (11.8%)          $46,089             34.4%
                                              =============== ============  ================ ================
</TABLE>
                                      -28-

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

COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004,
continued:

Selling, general and administrative expenses increased by 51% or $256,073 to
$759,681 for the three months ended September 30, 2005, from $503,608 for the
three months ended September 30, 2004. The increase was primarily due to an
increase in salaries and consulting fees incurred in the three months ended
September 30, 2005.

Depreciation and amortization expense for property and equipment decreased by
$224 to $$2,081 for the three months ended September 30, 2005, from $2,305 for
the same period in the prior year. Amortization expense of prepaid signing
bonuses decreased by $161,524 to $29,625 for the three months ended September
30, 2005, compared to $191,149 or the same period in the prior year.
Amortization expenses for intangible assets decreased by $22,169 to $45,715 for
the three months ended September 30, 2005, compared to $68,334 during the same
period last year. Compensatory element of stock and warrant issuances for
selling, general and administrative expenses increased by $571,666 to $647,166
for the three months ended September 30, 2005 from $75,500 for the same period
in 2004. The increase is due to a increase in the issuance of warrants as
compensation for professional fee during the three months ended September 30,
2005 as compared to the same period in 2004.

The Company did not record any financing costs paid in stocks and warrants for
the three months ended September 30, 2005, compared to $229,683 for the same
cost in the prior year. The elimination of the financing costs result primarily
from the conversion of indebtedness that was due to the Company's president into
equity in 2004, and a consulting agreement executed in January 2004.

Interest expense, inclusive of related parties and other amounts, decreased by
$54,225 from $243,871 for the three months ended September 30, 2005 to $189,646
for the three months ended September 30, 2005. This decrease is attributable to
the conversion of the Company's long-term debt into equity.


COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004

Revenues decreased by $1,773,470, or 81%, to $405,682 for the nine months ended
September 30, 2005 from $2,179,152 for the same period in the prior year. The
decrease was primarily due to a title fight that earned approximately $1.25
million dollars in revenues, for the nine months ended September 30, 2004, and a
decrease in media income of approximately $295,725. No such event was staged
during the nine months ended September 30, 2005.

Revenue from a single customer accounted for approximately 55% of revenues for
the nine months ended September 30, 2005, compared to 45% from a single customer
for the same period in 2004.

Cost of revenues, consisting of $271,488 in boxing promotion costs and $48,184
in media costs, decreased by $2,108,981, or 87%, to $319,672 for the nine months
ended September 30, 2005, compared to $2,428,653 incurred for the nine months
ended September 30, 2004. The primary reason is due to a title fight in 2004
which did not recur in 2005, offset by a decrease in related cost of revenues.
The decrease in cost of revenues is also attributable to the greater cost
incurred in staging some of the events during the same period in 2004 and the
launch of the new Heavyweight Heroes series during the same period. Gross income
increased by $335,511 from a gross loss of $249,501 or (11.4)% for the nine
months ended September 30, 2004 to a gross profit of $86,010 or 21.2% for the
nine months ended September 30, 2005.

                                      -29-


<PAGE>
The Company currently has three reportable segments, boxing, media and
entertainment. The following represents a comparison of revenues, cost of
revenues, and gross (loss) profit by segment for the nine months ended September
30, 2005 and September 30, 2004:
<TABLE>
<CAPTION>
                                                             NINE MONTHS ENDED SEPTEMBER 30,
                                                     2005      % of total         2004          % of total
                                              --------------- ------------  ---------------- ----------------
<S>                                               <C>               <C>          <C>                   <C>
REVENUES
   Boxing promotions                                $328,580        81.0%        $1,819,075            83.5%
   Media                                              64,352       15 .9%           360,077            16.5%
   Entertainment                                     12,750          3.1
                                              --------------- ------------  ---------------- ----------------
        TOTAL REVENUES                               405,682       100.0%         2,179,152           100.0%
                                              --------------- ------------  ---------------- ----------------
COST OF REVENUES
   Cost of revenues - boxing promotions              271,488        66.9%         2,042,370            93.3%
   Cost of revenues - media                           48,184        11.9%           386,283            17.7%
                                              --------------- ------------  ---------------- ----------------
      TOTAL COST OF REVENUES                         319,672        78.8%         2,428,653           111.4%
                                              --------------- ------------  ---------------- ----------------
GROSS PROFIT(LOSS)
   Boxing promotions                                  57,092        14.1%          (223,295)          (10.2)%
   Media                                              16,168         4.0%           (26,206)           (1.2)%
   Entertainment                                      12,750         3.1
                                              --------------- ------------  ---------------- ----------------
   TOTAL GROSS PROFIT (LOSS)                         $86,010        21.2%         ($249,501)          (11.4)%
                                              =============== ============  ================ ================
</TABLE>

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

COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND SEPTEMBER 30, 2004,
continued:

Selling, general and administrative expenses increased by 31% or $540,459 to
$2,269,720 for the nine months ended September 30, 2005, from $1,729,261 for the
nine months ended September 30, 2004. The increase was primarily due to an
increase in salaries and consulting fees incurred in the nine months ended
September 30, 2005.

Depreciation and amortization expense for property and equipment decreased to
$6,200 for the nine months ended September 30, 2005, from $7,056 for the same
period in the prior year. Amortization expense of prepaid signing bonuses
decreased by $381,239 to $125,852 for the nine months ended September 30, 2005,
compared to $507,091 for the same period in the prior year. Amortization
expenses for intangible assets decreased by $23,045 to $181,955 for the nine
months ended September 30, 2005, compared to $205,000 during the same period
last year. Compensatory element of stock and warrant issuances for selling,
general and administrative expenses decreased by $398,360 to $1,869,555 for the
nine months ended September 30, 2005 from $2,267,915 for the same period in
2004. The decrease is due to a decrease in the issuance of warrants as
compensation for professional fee during the nine months ended September 30,
2005 as compared to the same period in 2004.

The Company recorded $154,000 in financing costs paid in stocks and warrants for
the nine months ended September 30, 2005, compared to $5,218,885 for the same
cost in the prior year. The decrease results primarily from the conversion of
indebtedness that was due to the Company's president into equity in 2004, and a
consulting agreement executed in January 2004.

Interest expense, inclusive of related parties and other amounts, decreased by
$137,569 from $677,303 for the nine months ended September 30, 2004 to $539,734
for the nine months ended September 30, 2005. This decrease is attributable to
the conversion of the Company's long-term debt into equity.

                                      -30-



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

LIQUIDITY AND CAPITAL RESOURCES:


The Company incurred net losses of $5,061,006 and $9,702,355 during the nine
months ended September 30, 2005 and 2004, respectively. In addition, the Company
had a working capital deficiency of $10,481,958 at September 30, 2005.
Furthermore, the Company had a stockholders' deficiency at September 30, 2005 of
$12,924,979. These factors continue to raise substantial doubts about the
Company's ability to continue as a going concern.

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

The accompanying condensed 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.

As of September 30, 2005, the Company is in default of several notes and loans
payable in the aggregate amount of approximately $2,780,000. The Company hopes
to remedy these defaults through additional borrowings, conversion of existing
debt to equity, ownership contributions, and/or renegotiation of existing terms
and conditions of notes and loans payable in default. If the Company is unable
to cure these defaults, it may significantly impede the Company's ability to
raise additional funds and/or to conduct normal business operations, which may
result in the Company having to curtail or cease operations.

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

                                      -31-


<PAGE>
During the nine months ended September 30, 2005, the Company continued to
explore sources of additional financing to satisfy its current operating
requirements. In addition, the Company continues to focus on improving liquidity
in several ways, including:



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

In line with the above, on June 27, 2005, the Company through its wholly owned
subsidiary Ckrush Entertainment, Inc., entered into an Operating Agreement of
Identity Films & Company, LLC, a recently formed Delaware limited liability
company ("IF&C"), with its joint venture partner Identity Films, LLC
("Identity"), under which Entertainment and Identity set forth their respective
rights and obligations with respect to the IF&C and the joint venture. IF&C and
joint venture was formed for the purpose of arranging, developing and producing,
or arranging for the production of all film, television, music, publishing and
related properties of Identity. In addition, on June 28, 2005, TV The Movie
Holdings, LLC and Beer League Holdings, LLC (collectively, the "Holding
Companies"), each of which Ckrush Entertainment is the sole managing member
thereof and owns a controlling ownership interest therein, closed a private
placement offering pursuant to which the Holding Companies sold and issued an
aggregate of approximately 69 units of revenue participation rights to certain
accredited investors for an aggregate purchase price of approximately
$3,800,000.

                                      -32-


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

RISK FACTORS

In evaluating our business, prospective investors and stockholders should
carefully consider the risks referenced in the Company's 2004 Form 10-KSB, filed
with the United States Securities and Exchange Commission on May 13, 2005, in
Item 6 "MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION" on pages 19 to 26 and which is incorporated herein by reference,
in addition to the other information in this Form 10-KSB or in the documents
referred to in this Form 10-KSB. Any of the risks could have a material adverse
impact on our business, operating results, financial condition, could result in
a complete loss of your investment, and should be carefully considered when
evaluating the Company and its stock.

Item 3. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we conducted an evaluation,
under the supervision and with the participation of our chief executive officer
and chief financial officer of our disclosure controls and procedures (as
defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon
this evaluation, our chief executive officer and chief financial officer
concluded that while our disclosure controls and procedures are effective to
ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is recorded, processed, summarized and
reported, we nevertheless have not been able to do so within the time periods
specified in the Commission's rules and forms.

As a result of the above, the Company reorganized its accounting personnel to
address these issues. Specifically, the Company has retained the services of a
new experienced accountant on an independent contractor basis to review and
implement procedures to enable the completion of our consolidated financial
statements on a timely basis. While management believes progress had been made
with respect to these issues, it nevertheless believes that there continues to
exist material weakness in this area. We believe additional progress in this
will continue through the fourth quarter of 2005.

                                      -33-




<PAGE>
                          PART II -- OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Golden Gloves (PTY) Limited

On November 13, 2001, Golden Gloves (PTY) Limited, a boxing promoter based in
Johannesburg, South Africa ("Golden Gloves"), commenced a legal action in the
Supreme Court of the State of New York, County of New York against CKP and the
Company's President. Golden Gloves alleged that CKP breached an agreement to
share certain profits related to certain boxers. This matter had been settled in
accordance with a written agreement dated February 20, 2003 between the parties.
The details of the agreement are confidential, but they basically involved an
extended payout over two years. In the event of a default of this agreement, the
Company will be responsible for the full amount of any unpaid balance, interest
and legal fees. The Company has not made any payments pursuant to the settlement
agreement and, therefore, is in default of the agreement. As of September 30,
2005 the Company remains in default of the settlement agreement.

Zomba Recording Corporation

In July 2002, CKP and Mr. Kushner agreed to a stipulation for judgment against
the Company's President by Zomba Recording Corporation ("Zomba") related to
amounts owed Zomba under an Amended and Restated Promissory Note dated August 2,
2001 in the amount of $762,876. Further, in August, 2002, the Company's
President executed a Mortgage Security Agreement granting a security interest in
an apartment property owned by the Company's President to Zomba. As of September
30, 2005, the unpaid balance owed to Zomba by CKP was approximately $267,000 and
is reported as current notes payable.

J.P. Morgan Chase & Company

The Company had a $200,000 credit line through a bank. During 2001, the line of
credit expired and the bank converted the outstanding amount to a note payable.
The note was payable in 36 monthly principal payments of $5,549, plus 6%
interest per annum. The note was secured by assets of the Company and personally
guaranteed by certain stockholders of the Company. Furthermore, the President of
the Company was required to subordinate $578,735 of his loans to the Company in
connection with this note.

On January 13, 2004, a judgment in the amount of $95,145 was entered into in
favor of the bank against the Company and its President in connection with the
default of the note outstanding. On May 5, 2004, the Company and the bank
reached a forbearance agreement whereby the Company would pay out the
outstanding principal amount, plus interest, in 60 monthly payments of $1,752
each, in exchange for forbearance on any additional efforts to collect upon the
unsatisfied portion of the judgment balance with interest at 4% per annum. The
balance on this obligation at September 30, 2005 amounted to $67,223 which is
categorized as accrued litigation and judgments payable in the Company's
condensed consolidated financial statements. The Company is currently in
compliance of the terms set forth in the forbearance agreement.

                                      -34-

<PAGE>
Securities & Exchange Commission

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

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

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

                                      -35-


<PAGE>
National Sports Partners

On May 29, 2003, National Sports Partners, a New York general partnership
("NSP") and owner of Fox Sports Net Broadcast Service ("FOX"), commenced legal
action in the Supreme Court of the State of California, County of Los Angeles,
against the Company. NSP alleged that Company breached an agreement to pay for
advertising time pursuant to an agreement, failed to pay for certain production
fees and costs for producing and airing boxing events on Fox, and is suing the
Company for approximately $239,200, plus interest, costs and attorney fees. As
of September 30, 2005, the Company had accrued approximately $174,300 as a
potential liability to NSP.

On or about August 31, 2004, the Company reached a letter agreement with
National Sports Partners, wherein National Sports Partners has agreed to forbear
from further action against the Company in exchange for full payment over time
as stipulated in the agreement of the judgment amount outstanding equal to
$239,486, plus any deferred interest. As of September 30, 2005 the Company has
paid $65,000 against the judgment amount. However, the Company is currently in
default of the letter agreement.

                                      -36-


<PAGE>
Shane Mosley

On August 23, 2002, the Cedric Kushner Promotions, Ltd ("CKP, Ltd."), currently
a wholly owned subsidiary of the Company, and a boxer agreed to settle a
disputed matter related to the sharing of certain profits between the boxer and
the CKP, Ltd. CKP, Ltd. had agreed to pay the boxer approximately $610,000,
excluding amounts previously paid, plus interest by April 30, 2003. On June 2,
2003, CKP, Ltd. defaulted on the agreed upon settlement terms, and a judgment
was entered in favor of the boxer in the approximate amount of $610,000, less
any principal paid by CKP Ltd. On July 16, 2003, a restraining order was placed
in favor of the boxer against CKP, Ltd. that prohibited the sale, transfer,
assignment, or interference of CKP, Ltd.'s property at a certain financial
institution until the judgment is satisfied or vacated.

On May 6, 2004, CKP, Ltd and the boxer entered into settlement discussions. In
connection with these settlement talks, on behalf of CKP, Ltd, the Company
agreed to pay the boxer $50,000 in exchange for forbearance on any additional
efforts to collect upon the unsatisfied portion of the judgment against CKP, Ltd
until August 1, 2004. The settlement discussions, at that time, were
unsuccessful.

On August 9, 2005, the boxer filed an application in the Supreme Court, State of
New York, New York County, Index No. 110985/05 seeking leave to serve a new
restraining order against CKP, Ltd. in further enforcement of the judgment
entered. CKP, Ltd. has opposed this application and no decision has yet been
rendered on this motion.

On September 14, 2005, the boxer filed suit in the United States District Court,
Southern District of New York, Case No. 05 cv 7989 against the Company and
certain of its officers, directors and employees. This action seeks to enforce
the prior judgment entered against CKP, Ltd. against the Company and these
officers, directors and employees on different theories of fraudulent
conveyance. The Company's time to answer this newly filed Complaint has not yet
expired and the Company intends to vigorously defend against this case.

As of September 30, 2005, the Company had recorded as current notes payable
$385,359 as the remaining principal liability to the boxer plus accrued interest
of approximately $114,000. On or about November 8, 2005, the Company entered
into a global settlement of the above dispute with the boxer. Pursuant to the
settlement, the Company agreed to pay the sum of $625,884.40 to the boxer, plus
continuing interest, through installment payments to be made by paying to the
boxer 60% of the net profits from boxing events promoted or co-promoted by the
Company (retroactively commencing September 2005) until the outstanding sum,
plus accruing interest, is paid in full. The settlement further provides that
the Company shall receive a $100,000 credit toward the outstanding sum owing by
the required transfer and assignment of its rights to the Mosley Video Library
held by the Company. In the event that the full outstanding balance is not paid
by the Company on or before December 31, 2008, any unpaid balance owing shall be
immediately accelerated and shall be come immediately due and payable. CKP, Ltd
and Cedric Kushner individually have guaranteed this final payment obligation if
any sum remains unpaid as of December 31, 2008. Based upon the above settlement,
the Federal Action is currently being dismissed.

                                      -37-
<PAGE>
Dewayne Layfield

On or about March 10, 2003, APB and CKP, Ltd. entered into an agreement (the
"March 10, 2003 Agreement") pursuant to which CKP, Ltd. agreed to purchase,
inter alia APB's videotaped library of professional boxing contests and all
associated contracts and agreements, including any bout agreements between APB
and each fighter featured on a tape in the Library and any co-promotion
agreements between APB and any other promoter relating to each such fighter(the
"Library") for the sum of $250,000 payable in equal monthly installments of
$4,167.00. Pursuant to the March 10, 2003 Agreement, CKP, Ltd. agreed to execute
and deliver to APB a $250,000 non-interest bearing promissory note (the "APB
Note") evidencing CKP Ltd.'s indebtedness to APB. Pursuant to the March 10, 2003
Agreement, if APB was unable to "deliver" all or part of the Library to CKP,
Ltd. as agreed "the parties shall mutually agree on an appropriate price
reduction for the purchase price of the Library," which price reduction shall
"effect a pro rata reduction in the remaining payments due under the [APB]
Note." APB subsequently assigned its rights under the March 10, 2003 Agreement
and/or the APB Note to L. DeWayne Layfield. On September 1, 2004, CKP, Ltd.,
acting at the request of APB, executed a substitute $250,000 promissory note in
favor to L. DeWayne Layfield (the "Layfield Note"). The Layfield Note was
payable $1,000 per month from October 1, 2003 through January 1, 2004, $2,000
per month from February 1, 2004 through July 1, 2004 and $4,000 per month from
August 1, 2004 through July 1, 2009. The Layfield Note is expressly subject to
any defenses which CKP, Ltd. had against APB under the March 10, 2003 Agreement.
As of December 31, 2003, the note was allegedly in default. On or about January
8, 2004, the L. DeWayne Layfield commenced an arbitration against CKP, Ltd. (the
"First Arbitration") in which it was alleged that the CKP, Ltd. had defaulted
upon the terms of the $250,000 note dated September 1, 2003. On or about March
30, 2004, the First Arbitration was settled pursuant to which Mr. Layfield and
CKP, Ltd. entered into a Forbearance Agreement pursuant to which the outstanding
balance due under the note was restructured pursuant to a payout schedule. Mr.
Layfield was given additional security interest in the Library, as collateral in
the event of a material default, for the debt and the arbitration was dismissed
without prejudice. On December 3, 2004, APB, Cedric Kushner Promotions, Inc.
("CKP, Inc."), Mr. Layfield and Team Freedom Promotions, Inc. entered into an
agreement pursuant to which, inter alia, the amount owed to Mr. Layfield under
the Layfield Note was reduced in exchange for payments of a $50,000 payment to
APB. During March 2005, there was a second alleged default under the Layfield
Note and under the Forbearance Agreement. On or about April 13, 2005, Layfield
commenced a second arbitration against CKP, Ltd. (the "Second Arbitration"),
alleging breach of the Layfield Note and the Forbearance Agreement. In the
Second Arbitration, Mr. Layfield is seeking to recover unpaid principal and
interest in the amount of $171,682.27 plus unspecified attorneys' fees and
costs. On June 28, 2005, CKP, Ltd. filed an answer to Layfield's statement of
claim in the Second Arbitration in which CKP, Ltd. sought, inter alia, a
declaration that CKP, Ltd. had no further obligation to Layfield under the
Layfield Note and that the Layfield Note was null and void due to APB's breaches
of the March 10, 2003 Agreement by, inter alia, failing to deliver the APB
Library to CKP, Ltd. On or about July 22, 2005, CKP, Ltd. filed a counterclaim
and third-party complaint against Layfield and APB seeking to recover amounts
previously paid to Layfield and/or APB under the March 10, 2003 Agreement, the
APB Note and the Layfield Note. Layfield has objected to the assertion of such
claims, and the arbitrator has not yet ruled on their permissibility. Trial of
this matter is presently scheduled for October 25, 2005. CKP, Ltd. intends to
vigorously defend this matter.
                                      -38-


<PAGE>
Designscape

On or about April 28, 2005 an action was commenced in New York State Supreme
Court, of which the Company was served on or after May 16, 2005, by Designscape,
Inc., against Cedric Kushner Promotions, Inc., Cedric Kushner Promotions, Ltd.,
Big Content, Inc., Cedric Kushner, and James DiLorenzo, alleging breach of
contract and purported misrepresentations with respect to an alleged oral
agreement to provide certain goods and services in connection with the
production and staging of Big Content's Thunderbox television series and seeking
alleged compensatory damages of approximately $550 thousand dollars and
unspecified exemplary damages. On or about July 7, 2005 an answer and
counterclaim were timely interposed on behalf of each defendant denying the
material allegations of Designscape's claims and asserting a counterclaim
seeking for overpayments to Designscape by Big Content and for compensatory
damages believed to be in excess of $150,000. On or about July 26, 2005,

Designscape served a reply denying the material allegations in the counterclaim.
The matter remains pending. The Company denies the merit of the claims of
Designscape and does not believe the matter will ultimately have a materially
adverse effect upon the Company's performance.

First Equity

On June 17, 2005, First Equity Capital Corporation ("First Equity"), a Louisiana
Corporation, filed an action against Cedric Kushner Promotions, Inc. ("CKP,
Inc.") in the Circuit Court of the 15th Judicial Circuit in and for Palm Beach
County, Florida, alleging that the Company breached an unsigned Consulting and
Acquisition Agreement pursuant to which the Company allegedly hired First Equity
to provide certain services to the Company. First Equity alleges that the
Company is obligated to pay First Equity $1,525,000 and to grant First Equity
"up to 4,000,000 registered shares" of the Company's common stock. On or about
August 8, 2005, CKP, Inc. filed a motion to dismiss the complaint on Statute of
Frauds grounds. This motion was denied on September 8, 2005. On or about
September 15, 2005, CKP, Inc. filed a motion for reconsideration of the
September 8, 2005 Order denying CKP, Inc.'s motion to dismiss. This motion for
reconsideration was denied on or about September 28, 2005. CKP, Inc. has filed
an answer denying any liability to First Equity and raising numerous affirmative
defenses. CKP, Inc. is in the process of taking discovery in this matter and
intends to vigorously defend this case.

                                      -39-

<PAGE>
Others

In the normal course of business, the Company is involved in legal disputes,
concerning contractual rights and breaches of contract related to its boxers and
the promotion of boxing events, claims by certain service providers, and other
issues. At September 30, 2005, the Company had accrued $1,095,432 inclusive of
the amounts previously discussed, in addition to $652,233 classified as notes
payable.

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

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

In April 2005, we issued a principal amount $100,000 promissory note, 100,000
shares of our common stock, and warrants to purchase 100,000 shares of common
stock at an exercise price of $.20 per share to a certain accredited investor.
The note matured on July 15, 2005 and accrued interest at a rate of 2% percent.
As of the date hereof we are currently in default of the promissory note;
however, we have not received a notice of default from the holder.

In May 2005, we issued a principal amount $75,000 promissory note and warrants
to purchase 100,000 shares of common stock at an exercise price of $.20 per
share to a certain accredited investor. The note matured on August 3, 2005 and
accrued interest at a rate of 13.5% percent. As of the date hereof we are
currently in default of the promissory note; however, we have not received a
notice of default from the holder.

In May 2005, we issued several convertible promissory notes in the aggregate of
$275,000 to certain accredited investors. In the event we were to default on the
notes, we, after receiving written notification of a default by the holders,
would convert the notes into an aggregate of 1,300,000 shares of the our common
stock. The notes matured on various dates in July and August and accrued
interest at a rate of 2% percent. As of the date hereof we are currently in
default of the promissory notes; however, we have not received a notice of
default from the holders.

As of September 30, 2005, the Company sold an aggregate of 6,559 shares of
Series E Preferred Stock, at a price of $360 per share, for gross proceeds of
$2,361,396 with a liquidation preference of $2,361,240. In connection with this
offering, the Company's Board of Directors authorized the issuance of up to
14,000 shares of a Series E Convertible Redeemable Preferred stock. Each share
of Series E Convertible Redeemable Preferred Stock is convertible into 1,000
shares of the Company's common stock, par value $.01 per share, subject to
adjustment upon specified events. The Series E Convertible Redeemable Preferred
Stock carries an aggregate liquidation preference value of $5,040,000. As of
September 30, 2005, holders of 3,832 shares of preferred shares converted their
investment into 3,832,581 shares of Common Stock.



                                      -40-


<PAGE>
On June 15, 2005, we entered into a Conversion Agreement (the "Conversion
Agreement") with a certain holder of our 10% $525,000 principal amount
promissory notes dated May 19, 2003 to September 25, 2003 (the "Notes"), which
we were previously in default upon the payment of principal and interest
thereunder. Pursuant to the Conversion Agreement, the holder agreed to convert
the entire principal amount and interest payable under the Notes as of June 15,
2005 into shares of our common stock, par value $.01 per share (the "Common
Stock"), at a conversion price equal to $.30 per share. Accordingly, the holder
delivered a notice of conversion to us upon execution of the Conversion
Agreement in which the holder converted the entire balance payable under the
Notes in the aggregate amount of $625,419 into an aggregate of 2,084,730 shares
of Common Stock. The aforementioned shares of Common Stock were issued in
reliance upon the exemption afforded by the provisions of Section 3(a)(9) of the
Securities Act of 1933, as amended.

On June 28, 2005, TV The Movie Holdings, LLC and Beer League Holdings, LLC
(collectively, the "Holding Companies"), each of which Ckrush Entertainment,
Inc. ("Entertainment"), a wholly owned subsidiary of Cedric Kushner Promotions,
Inc., is the sole managing member thereof and owns a controlling ownership
interest therein, closed a private placement offering (the "Offering") pursuant
to which the Holding Companies sold and issued an aggregate of approximately 69
units of revenue participation rights ("RPRs") to certain accredited investors
for an aggregate purchase price of approximately $3,800,000.

To the extent of available cash flow from the Holding Companies, the RPRs shall
entitle the investors a return of 100% of their respective purchase price, plus
a 20% preferred return, after deduction of (i) guild or union liens or
obligations, (ii) unpaid direct expenses of the motion pictures, (iii)
unaffiliated third party sales agency fees or commissions, and (iv) any gross
royalties payable to unaffiliated third parties which are not subordinate to the
Offering. If the $2,750,000 per picture funding amount (the "Per Picture Funding
Amount") is fully funded in the aggregate amount of $5,500,000, the investors
shall receive an aggregate 15% interest in the residual cash flow of the Holding
Companies. In the event that less than the Per Picture Funding Amount is raised
for each motion picture, the aggregate share of the residual cash flow to the
investors shall be reduced on a proportionate basis.

On June 27, 2005, Cedric Kushner Promotions, Inc., through its wholly owned
subsidiary Ckrush Entertainment, Inc., entered into an Operating Agreement of
Identity Films & Company, LLC (the "Operating Agreement"), a recently formed
Delaware limited liability company ("IF&C"), with its joint venture partner
Identity Films, LLC ("Identity"), under which Entertainment and Identity set
forth their respective rights and obligations with respect to the IF&C and the
joint venture. IF&C and joint venture was formed for the purpose of arranging,
developing and producing, or arranging for the production of all film,
television, music, publishing and related properties of Identity. Lisa Fielding
and Anthony Mastromauro, each members of Identity, will be responsible for the
day-to-day management of IF&C and the joint venture. Upon the execution of the
Operating Agreement, the Company issued incentive warrants of the Company to
Lisa Fielding and Anthony Mastromauro to purchase: (i) 100,000 shares of common
stock of the Company, par value $.01 per share (the "Common Stock"); and (ii)
100,000 shares of Common Stock which will vest upon Entertainment being
allocated its Maximum Preferred Return. In both cases, the exercise price of the
warrants will be $.30 per share.
                                      -41-



<PAGE>
Unless otherwise specified above, the issuance of the aforementioned securities
was exempt from registration requirements of the Securities Act of 1933 pursuant
to Section 4(2) of such Securities Act and/or Regulation D promulgated
thereunder based upon the representations of each of the purchasers that it was
an "accredited investor" (as defined under Rule 501 of Regulation D) and that it
was purchasing such securities without a present view toward a distribution of
the securities. In addition, there was no general advertisement conducted in
connection with the sale of the securities.

On August 30, 2005, the Company and its subsidiary Ckrush Entertainment, Inc.
entered into an agreement with Adam Vetri to produce the film project titled "TV
the Movie". As full compensation for services rendered, the Company shall pay
Vetri the sum of $100,000 and 150,000 restricted shares of the Company's common
stock. Such shares shall have the benefit of piggy-back registration rights.

On September 2, 2005, the Company issued 500,000 shares of its common stock to a
lender pursuant to a $100,000 convertible Note.

On September 24, 2005, the Company and its subsidiary Ckrush Sports, Inc.
entered into a 24 month consulting agreement with Dino Duva (the "Consultant")
for the Consultant to provide services to the Company and Ckrush Sports in
connection with the Company's boxing related business, including, among other
things, promotional agreements with boxers; contracts with boxers; management
and administration of live boxing events; contracts with governmental regulatory
agencies, media companies, venues, advertisers, sponsors, trainers, other
promotional companies; and the creation, licensing, marketing, distribution and
sales of any boxing video library.

Pursuant to the Consulting Agreement, the Consultant is being paid the sum of
$5,000 per month, along with discretionary bonuses. The Consultant is also
entitled to receive as additional compensation, 500,000 shares (non-registered)
of the Company's common stock, along with certain periodic stock options.

Effective November 1, 2005, Big Content entered into a License Agreement with
English Distribution, LLC with respect to Big Content's boxing library. English
Distribution, LLC is authorized to distribute the contents of that library
throughout the world, except in the United States for a term of three (3) years.
English Distribution, LLC is entitled to a twenty percent (20%) commission from
the license fees, net of certain costs. The balance of the license fees will be
distributed seventy-five percent (75%) to English Distribution, LLC and
Twenty-Five (25%) percent to Big Content.

On November 1, 2005, the Company terminated its previously mentioned loan with a
stockholder in consideration of the issuance to Livingston of 800,000 shares of
common stock and an agreement to pay Livingston $257,000 on or before December
15, 2005. The shares are subject to a registration rights agreement.



Item 3. DEFAULTS UPON SENIOR SECURITIES

As of September 30, 2005, the Company is in default of several notes and loans
payable in the aggregate amount of approximately $2,780,000. The Company hopes
to remedy these defaults through additional borrowings, conversion of existing
debt to equity, ownership contributions, and/or renegotiation of existing terms
and conditions of notes and loans payable in default. If the Company is unable
to cure these defaults, it may significantly impede the Company's ability to
raise additional funds and/or to conduct normal business operations


Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


Item 5. OTHER INFORMATION

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


                                      -42-

<PAGE>
Item 6. EXHIBITS

Exhibit
Number     Description

2.1*      Agreement and Plan of Merger, dated as of August 2, 2001, by and among
          the Company, Zenascent Newco, Inc., Cedric Kushner Boxing, Inc.,
          Cedric Kushner and James DiLorenzo.(2)
2.2*      Amended and Restated Agreement and Plan of Merger, dated as of
          September 17, 2001, by and among the Company, Zenascent Newco, Inc.,
          Cedric Kushner Boxing, Inc., Cedric Kushner Promotions, Ltd., Cedric
          Kushner and James DiLorenzo.(2)
2.3*      Amended and Restated Agreement and Plan of Merger, dated as of
          February 21, 2002, by and among the Company, Zenascent Newco, Inc.,
          Cedric Kushner Boxing, Inc., Cedric Kushner Promotions, Ltd., Cedric
          Kushner and James DiLorenzo. (2)
3.1*      Articles of Incorporation of the Registrant (1)
3.2*      Certificate of Amendment of Certificate of Designation, Preferences
          and Rights of Series B Convertible Stock of Cedric Kushner Promotions,
          Inc., dated February 19, 2004. (4)
3.3*      By-laws of Registrant (1)
3.4*      Certificate of Designation, Preferences and Rights of Series E
          Convertible Preferred Stock of Cedric Kushner Promotions, Inc., dated
          October 25, 2004.(6)
3.5*      Amendment to the By-Laws of Cedric Kushner Promotions, Inc. (9)
3.6*      Amendments to the Certificate of Incorporation of Cedric Kushner
          Promotions, Inc. (9)
4.1*      Specimen common stock Certificate (1)
10.1*     1996 Incentive and Non-qualified Stock Option Plan (1)
10.2*     Form of Incentive Stock Option Agreement under 1996 Incentive and
          Non-qualified Stock Option Plan (1)
10.3*     Form of Non-qualified Stock Option Agreement under 1996 Incentive and
          Non-qualified Stock Option Plan (1)
10.4*     1998 Incentive and Non-qualified Stock Option Plan (1)
10.5*     Form of Incentive Stock Option Agreement under 1998 Incentive and
          Non-qualified Stock Option Plan (1)
10.6*     Form of Non-qualified Stock Option Agreement under 1998 Incentive and
          Non-qualified Stock Option Plan (1)
10.7*     Form of Non-qualified Stock Option Agreement for Outside Directors
          under 1998 Incentive and Non-qualified Stock Option Plan (1)
10.8*     Consulting Agreement, effective August 1, 2001, between the Company
          and Investor Relations Services, Inc. (2)
10.9*     Payment Agreement, effective August 1, 2001, between the Company and
          Summit Trading Limited. (2)
10.10*    Form of Note and Warrant Purchase Agreement, executed between December
          2001 and April 2002, between the Company and various purchasers in a
          private placement. (2)
10.11*    Form of Promissory Note, executed between December 2001 and April
          2002, between the Company and various purchasers in a private
          placement. (2)
10.12*    Form of Warrant to Purchase Common Stock, executed between December
          2001 and April 2002, between the Company and various purchasers in a
          private placement. (2)

                                      -43-


<PAGE>
10.13*    Termination Agreement regarding the Consulting Agreement and Payment
          Agreement, dated January 30, 2002,between the Company, Investor
          Relations Services, Inc., and Summit Trading Limited. (2)
10.14*    Form of Note and Warrant Purchase Agreement, executed between March
          2002 and April 2002, between the Company and various purchasers in a
          private placement. (2)
10.15*    Form of Convertible Promissory Note, executed between March 2002 and
          April 2002, between the Company and various purchasers in a private
          placement. (2)
10.16*    Form of Warrant to Purchase Common Stock, executed between March 2002
          and April 2002, between the Company and various purchasers in a
          private placement. (2)
10.17*    Form of Convertible Promissory Note, executed between January 2003 and
          March 2003, between the Company and various purchasers in a private
          placement. (3)
10.18*    Form of Warrant to Purchase Common Stock, executed between January
          2003 and March 2003, between the Company and various purchasers in a
          private placement. (3)
10.19*    Form of Note and Warrant Purchase Agreement, executed between January
          2003 and March 2003, between the Company and various purchasers in a
          private placement. (3)
10.20*    Form of Warrant to Purchase Common Stock, executed May, 28 2003
          between the Company and a purchaser in a private placement (3)
10.21*    Form of Note and Warrant Purchase Agreement, executed May, 28 2003
          between the Company and a purchaser in a private placement. (3) 10.22*
          Form of Convertible Promissory Note, executed May, 28 2003 between the
          Company and a purchaser in a private placement. (3)
10.23*    Form of Promissory Note, executed January 30, 2003, between the
          Company and a lender. (3)
10.24*    Form of Promissory Note, executed March 24, 2003, between the Company
          and a lender. (3)
10.25*    Form of Promissory Note, executed March 27, 2003, between the Company
          and a lender. (3)
10.26*    Form of Warrant to Purchase Common Stock, executed August 12, 2003
          between the Company and a purchaser in a private placement (3)
10.27*    Form of Convertible Promissory Note, executed August 12, 2003 between
          the Company and a purchaser in a private placement (3)
10.28*    Form of Note and Warrant Purchase Agreement, executed August 12, 2003
          between the Company and a purchaser in a private placement. (3)
10.29*    Form of Warrant to Purchase Common Stock between the Company and Yeend
          & Castaneda, dated September 5, 2003 (3)
10.30*    Consulting Agreement, effective January 6, 2004, between the Company
          and SOS Resource Services, Inc. (3)
10.31*    Amendment to the Consulting Agreement between the Company and SOS
          Resource Services, Inc., dated January 30, 2004. (3) 10.32* Form of
          Note and Warrant Purchase Agreement, executed December 2003, between
          the Company and various purchasers in a private placement. (3)
10.33*    Form of Warrant to Purchase Common Stock, executed December 2003,
          between the Company and various purchasers in a private placement. (3)
10.34*    Form of Convertible Promissory Note, executed December 2003, between
          the Company and various purchasers in a private placement. (3)
10.35*    Supplement to the Note and Warrant Purchase Agreement, executed
          December 2003, between the Company and various purchasers in a private
          placement. (3)
10.36*    Consulting Agreement, effective January 1, 2004, between the Company
          and Bulldog Management, LLC. (3)
10.37*    Form of Warrant to Purchase Common Stock, executed between January
          2004 and April 2004, between the Company and various purchasers in a
          private placement. (3)
10.38*    Form of Note and Warrant Purchase Agreement, executed between January
          2004 and April 2004, between the Company and various purchasers in a
          private placement. (3)
                                      -44-

<PAGE>
10.39*    Form of Convertible Promissory Note, executed between January 2004 and
          April 2004, between the Company and various purchasers in a private
          placement. (3)
10.40*    Supplement, dated March 19, 2004, to the Note and Warrant Purchase
          Agreement, executed between January 2004 and April 2004, between the
          Company and various purchasers in a private placement. (3)
10.41*    Supplement, dated March 29, 2004, to the Note and Warrant Purchase
          Agreement, executed between January 2004 and April 2004, between the
          Company and various purchasers in a private placement. (3)
10.42*    Exchange Agreement, dated February 19, 2004, between the Company and
          Cedric Kushner. (3)
10.43*    Amended Exchange Agreement, dated May 7, 2004, between the Company and
          Cedric Kushner. (3)
10.44*    Consulting Agreement, effective March 24, 2004, between the Company
          and Buster Mathis, Jr. (3)(7)
10.45*    Promissory Note, dated September 1, 2003, between the Company and
          Dewayne Layfield. (3)
10.46*    Consulting Agreement, effective June 1, 2004, between the Company and
          Roy Roberts. (4)(7)
10.47*    Form of Note and Warrant Purchase Agreement, executed between July
          2004 and August 2004, between the Company and various purchasers in a
          private placement. (4)
10.48*    Form of Convertible Promissory Note, executed between July 2004 and
          August 2004, between the Company and various purchasers in a private
          placement. (4)
10.49*    Form of Warrant to Purchase Common Stock, executed between July 2004
          and August 2004, between the Company and various purchasers in a
          private placement. (4)
10.50*    2002 Incentive and Non-qualified Stock Option Plan (5)
10.51*    Consulting Agreement, effective January 10, 2005, between the Company
          and Philabelle Consulting, LLC. (7)
10.52*    Amendment to Consulting Agreement, dated October 31, 2004, between the
          Company and Roy Roberts. (7)
10.53*    Amendment to Consulting Agreement, dated October 31, 2004, between the
          Company and Roy Roberts. (7)
10.54*    Term Sheet for Modification of Loan and Consulting Arrangements dated
          as of February 10, 2005, by and among Livingston Investments, LLC,
          Mackin Charitable Remainder Trust, Cedric Kushner Promotions, Inc.,
          Cedric Kushner Promotions, Ltd. and Cedric Kushner Boxing, Inc, (8)
10.55*    Conversion Agreement, dated February 15, 2005, between the Company and
          a NoteHolder
10.56*    Debt Settlement Agreement, dated January 23, 2005, between the Company
          and Yeend & Castaneda, LLP. (9)
10.57*    Conversion Agreement dated as of June 15, 2005 between the Company and
          a Noteholder. (10)
10.58*    Subscription Agreement dated as of June 28, 2005 by and between Ckrush
          Entertainment, Inc. and the investors named on the signature pages
          thereto. (11)

                                      -45-

<PAGE>
10.59*    Guaranty Agreement dated as of June 28, 2005 by and between Ckrush
          Entertainment, Inc., the Company and Cornell Capital Partners, L.P.
          (11)
10.60*    Security Agreement dated as of June 28, 2005 by and between Ckrush
          Entertainment, Inc., and Cornell Capital Partners, L.P. (11)
10.61*    Pledge and Escrow Agreement dated as of June 28, 2005 by and between
          the Company, Cornell Capital Partners, L.P. and David Gonzalez, Esq.
          (11)
10.62*    Operating Agreement of Identity Films & Company, LLC dated as of
          June 27, 2005 by and between Ckrush Entertainment, Inc. and Identity
          Films, LLC. (12)
10.63*    Amendment No. 1 to the Guaranty and Pledge Agreement dated as of June
          30, 2005 by and between the Company and the investors named on the
          signature page thereto. (13)
10.64*    Contribution and Indemnification Agreement dated as of September 30,
          2005  by and between the Company and World Wide South Beach, LLC. (13)
10.65*    Amendment No. 1 to the Class A Common Stock and Installment Payment
          Agreement dated as of September 30, 2005 by and between the Company
          and the investors named on the signature page thereto. (13)
10.66*    Consulting Agreement dated September 24, 2005 by and Between Ckrush
          Sports, Inc. and Dino Duva. (14)
10.67     License Agreement dated November 1, 2005 by and between Big Content,
          Inc. and English Distribution, LLC. (filed herewith)
10.68     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. (filed herewith)
10.69     Termination of Guarantee dated November 1, 2005 by and between
          Livingston Investments, LLC, Cedric Kushner Promotions, Inc. and James
          DiLorenzo. (filed herewith)
31.1      Certification by Chief Executive Officer pursuant to Sarbanes-Oxley
          Section 302. (filed herewith)
31.2      Certification by Chief Financial Officer pursuant to Sarbanes-Oxley
          Section 302. (filed herewith)
32.1      Certification by Chief Executive Officer pursuant to 18 U.S.C.
          Section 1350. (filed herewith)
32.2      Certification by Chief Financial Officer pursuant to 18 U.S.C.
          Section 1350. (filed herewith)

* Previously filed.

(1) Incorporated by reference to our Current Report on Form SB-2 filed with the
Securities and Exchange Commission on Form July 7, 1998. (2) Incorporated by
reference to our Current Report on Form 8-K filed with the Securities and
Exchange Commission on Form May 15, 2002.
(3) Incorporated by reference to our
Current Report on Form 10-KSB filed with the Securities and Exchange Commission
on Form June 25, 2004. (4) Incorporated by reference to our Current Report on
Form 10-QSB filed with the Securities and Exchange Commission on Form August 13,
2004.
(5) Incorporated by reference to our Information Statement on Schedule 14A-6
filed with the Securities and Exchange Commission on Form November 12, 2004.
(6) Incorporated by reference to our Current Report on Form 10-QSB/A filed with
the Securities and Exchange Commission on Form November 18, 2004. (7)
Incorporated by reference to our Registration Statement on Form S-8 filed with
the Securities and Exchange Commission on Form January 18, 2005. (8)
Incorporated by reference to our Current Report on Form 8-K filed with the
Securities and Exchange Commission on Form February 15, 2005. (9) Incorporated
by reference to our Current Report on Form 10-KSB filed with the Securities and
Exchange Commission on Form May 13, 2005. (10) Incorporated by reference to our
Current Report on Form 8-K filed with the Securities and Exchange Commission on
Form June 21, 2005. (11) Incorporated by reference to our Current Report on Form
8-K filed with the Securities and Exchange Commission on Form July 5, 2005. (12)
Incorporated by reference to our Current Report on Form 8-K filed with the
Securities and Exchange Commission on Form July 8, 2005. (13) Incorporated by
reference to our Current Report on Form 8-K filed with the Securities and
Exchange Commission on Form July 14, 2005. (14) Incorporated by reference to our
Current Report on Form 10-QSB filed with the Securities and Exchange Commission
on Form October 6, 2005.

                                      -46-


<PAGE>
SIGNATURES

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


CEDRIC KUSHNER PROMOTIONS, INC. & SUBSIDIARIES



Date: November 21, 2005            /s/ Cedric Kushner
                                   ------------------
                                   Cedric Kushner
                                   Chairman of the Board and
                                   President and Chief Executive Officer
                                   (Principal Executive Officer)



Date: November 21, 2005             /s/ James DiLorenzo
                                    -------------------
                                    James DiLorenzo
                                    Executive Vice President and Treasurer
                                    (Principal Financial and Accounting Officer)


                                      -47-