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

                                  FORM 10-QSB-A

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

                For the quarterly period ended September 30, 2003

                         Commission File Number 0-25563

                         CEDRIC KUSHNER PROMOTIONS, INC.

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



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


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

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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

             As of January 11, 2004, there were 10,648,707 outstanding shares of
common stock, par value $0.01 per share.

<PAGE>

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                                      INDEX
                                       TO
                                   FORM 10-QSB


<TABLE>
<CAPTION>

                                                                                                   Page

<S>                 <C>                                                                            <C>
PART I      FINANCIAL INFORMATION

Item 1.     Financial Statements

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

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

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

            Notes to Condensed Consolidated Financial Statements                                    7

Item 2.     Management's Discussion and Analysis or Plan of Operation                               21

Item 3.     Controls and Procedures                                                                 23

PART II     OTHER INFORMATION

Item 1.     Legal Proceedings                                                                       24

Item 2.     Changes in Securities                                                                   25

Item 3.     Defaults Upon Senior Securities                                                         25

Item 4.     Submission of Matters to a Vote of Security Holders                                     25

Item 5.     Other Information                                                                       25

Item 6.     Exhibits and Reports on Form 8-K                                                        26

            SIGNATURES                                                                              27

            CERTIFICATIONS
</TABLE>
                                        2

<PAGE>
PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                         September 30, 2003 (Unaudited)
<TABLE>
<CAPTION>
                                                                            AS OF SEPTEMBER 30, 2003
                                                                                   (UNAUDITED)
                                                                            -----------------------

CURRENT ASSETS:
<S>                                                                              <C>
   Cash ......................................................................   $      6,735
   Accounts receivable, net of allowance for doubtful accounts of $20,000 ....         52,500
   Media inventory development costs .........................................         29,002
   Other current assets ......................................................         13,537
                                                                                 -------------
        TOTAL CURRENT ASSETS .................................................        101,774
                                                                                 -------------

PROPERTY AND EQUIPMENT, NET ..................................................         53,366

OTHER ASSETS:
   Prepaid signing bonuses, net ..............................................        528,958
   Security deposit ..........................................................         21,438
   Intangible assets, net ....................................................      3,497,477
                                                                                 -------------
        TOTAL ASSETS .........................................................   $  4,203,013
                                                                                 =============
                 LIABILITIES AND STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
   Accounts payable ..........................................................   $  2,817,089
   Reserve for litigation settlements ........................................      1,084,727
   Due to stockholder/officer ................................................        703,099
   Current portion of notes payable - stockholders ...........................        272,461
   Current portion of notes and loans payable ................................      2,921,062
   Accrued expenses and other current liabilities ............................      1,189,495
   Customer advances and deferred liabilities ................................        715,000
                                                                                 -------------
        TOTAL CURRENT LIABILITIES ............................................      9,702,933
                                                                                 -------------
LONG-TERM LIABILITIES:
    Notes payable - stockholders, less current portion .......................      2,220,040
    Notes and loans payable, less current portion ............................      1,276,250
                                                                                 -------------
        TOTAL  LONG-TERM LIABILITIES .........................................      3,496,290
                                                                                 -------------
        TOTAL  LIABILITIES ...................................................     13,199,223

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIENCY:
   Preferred stock, $.01 par value, authorized 5,000,000 shares
    Series A convertible, $.01 par value, authorized 500,000 shares, .........          1,175
    117,500 shares issued and outstanding (liquidation preference of $352,500)
    Series B convertible, $.01 par value, 399,752 shares authorized, .........          3,998
    issued and outstanding (liquidation preference of $2,430,000)
    Series C convertible redeemable, $.01 par value, 27,923 shares authorized,            279
    issued and outstanding (liquidation preference of $4,500,000)
    Series D, $.01 par value, 399,752 shares authorized, 399,752 shares ......          3,998
    issued and outstanding (liquidation preference of $2,430,000)
   Common stock, $.01 par value, authorized 20,000,000 shares
    Class A, $.01 par value, 15,000,000 shares authorized, ...................        107,690
    10,768,991 shares issued and 10,648,707 shares outstanding
    Class B, $.01 par value, 5,000,000 shares authorized, -0- shares issued
    and outstanding ..........................................................           --
    Class A Common Stock to be issued, 8,066,509 shares ......................      7,997,619
   Additional paid-in capital ................................................      9,628,604
   Accumulated deficit .......................................................    (23,319,317)
   Deferred consulting fees ..................................................     (2,341,790)
   Deferred signing bonuses ..................................................       (877,168)
   Treasury stock, at cost - 120,284 shares of Class A common stock ..........       (201,298)
                                                                                 -------------
        TOTAL STOCKHOLDERS' DEFICIENCY .......................................     (8,996,210)
                                                                                 -------------
        TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY .......................   $  4,203,013

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

                                        3
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                           THREE MONTHS                              NINE MONTHS
                                                                        ENDED SEPTEMBER 30,                      ENDED SEPTEMBER 30,
                                                                      2003             2002             2003             2002
                                                                 ---------------  --------------   ---------------  ---------------
<S>                                                                    <C>           <C>               <C>             <C>
REVENUES
   Boxing promotions                                                   $191,105      $1,260,937        $1,409,092      $12,287,273
   Media                                                                229,883         604,292           886,113        1,289,818
                                                                 ---------------  --------------   ---------------  ----------------
        TOTAL REVENUES                                                  420,988       1,865,229         2,295,205       13,577,091
                                                                 ---------------  --------------   ---------------  ----------------
OPERATING COSTS AND EXPENSES
   Cost of revenues - boxing promotions                                 133,340       1,685,199         1,408,466       11,543,469
   Cost of revenues - media                                              20,182         346,015           450,645        1,426,884
   Selling, general and administrative                                  475,181       1,730,488         1,294,084        2,695,518
   Amortization of signing bonuses                                      199,932           9,342           484,353           21,158
   Amortization of intangible assets                                    142,800         148,875           422,091          322,561
   Depreciation and amortization of property and equipment               12,362          18,178            37,086           47,828
   Compensatory element of stock and warrant                            492,977               -         1,503,451          421,865
   issuances for selling, general and administrative expenses
                                                                 ---------------  --------------   ---------------  ---------------
        TOTAL OPERATING COSTS AND EXPENSES                            1,476,774       3,938,097         5,600,176       16,479,284
                                                                 ---------------  --------------   ---------------  ---------------
        LOSS FROM OPERATIONS                                         (1,055,786)     (2,072,868)       (3,304,971)      (2,902,192)
                                                                 ---------------  --------------   ---------------  ---------------
OTHER INCOME (EXPENSES)
   Other income                                                               -           4,000                40           26,805
   Interest expense - other                                            (119,850)       (384,520)         (476,028)        (874,860)
   Interest expense - related parties                                  (207,050)              -          (423,355)               -
   Loss in disposition of fixed assets                                        -               -                 -          (80,143)
   Financing costs paid in stocks and warrants                         (209,000)       (252,472)       (1,143,589)        (879,259)
                                                                 ---------------  --------------   ---------------  ---------------
        TOTAL OTHER INCOME (EXPENSE)                                   (535,900)       (632,992)       (2,042,932)      (1,807,457)
                                                                 ---------------  --------------   ---------------  ---------------
NET LOSS                                                            ($1,591,686)    ($2,705,860)      ($5,347,904)     ($4,709,649)
                                                                 ===============  ==============   ===============  ===============
Net income (loss) applicable to common stock:
Net loss                                                            ($1,591,686)    ($2,705,860)      ($5,347,904)     ($4,709,649)
Preferred stock dividends - Series A                                     (8,179)         (9,321)          (24,168)         (18,642)
                                                                 ---------------  --------------   ---------------  ---------------
Net loss income applicable to common stock                          ($1,599,865)    ($2,715,181)      ($5,372,072)     ($4,728,291)
                                                                 ===============  ==============   ===============  ===============
NET LOSS PER COMMON SHARE (basic and diluted)                            ($0.15)         ($0.19)           ($0.50)          ($0.39)
                                                                 ===============  ==============   ===============  ===============
PRO-FORMA NET (LOSS) INCOME                                              ($0.04)                           ($0.14)
PER COMMON SHARE (basic and diluted)
                                                                 ===============                   ===============
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING:
   Basic and diluted                                                 10,648,707      14,118,896        10,648,707       12,126,018
                                                                 ===============  ==============   ===============  ===============
   Pro-forma basic and diluted                                       40,134,578                        39,224,824
                                                                 ===============                   ===============

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

                                        4
<PAGE>

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                      NINE MONTHS ENDED SEPTEMBER 30,
                                                                            2003             2002
                                                                         ------------   ------------
<S>                                                                      <C>            <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss ..........................................................   ($5,347,904)   ($4,709,649)
  Adjustments to reconcile net loss
   to net cash  provided by (used in) operating activities:
  Depreciation and amortization of property and equipment ............        37,086         47,828
  Amortization of deferred finance costs .............................          --           10,000
  Loss on disposals of fixed assets ..................................          --           80,143
  Amortization of debt discount ......................................       635,510        890,625
  Amortization of deferred finance costs .............................        27,964           --
  Amortization of media assets .......................................       422,091        322,561
  Amortization of signing bonuses ....................................       484,353         21,158
  Provision for losses on accounts receivable ........................          --           40,677
  Noncash officer's compensation and rent ............................          --          265,000
  Convertible debt interest converted to common stock ................       126,310         41,517
  Compensatory element of stock and warrant issuances ................     1,503,451        421,865
  for selling, general and administrative expenses
  Financing costs paid in stocks and warrants ........................       658,561        183,223
  (Increase) decrease in operating assets: ...........................       155,127
    Accounts receivable ..............................................       (47,500)       471,621
    Miscellaneous receivables and other current assets ...............       (25,039)       407,650
    Other assets .....................................................             0           --
  Increase (decrease) in operating liabilities:
    Accounts payable .................................................       100,887      2,166,926
    Reserve for litigation settlements ...............................       305,986           --
    Accrued expenses and other current liabilities ...................      (105,605)          --
  Deferred income (liabilities) ......................................       400,000       (210,533)
  Customer advances ..................................................       165,000           --
                                                                         ------------   ------------
                   NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES      (785,159)       605,739
                                                                         ------------   ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Expenditures for prepaid signing bonuses ...........................      (640,000)      (110,958)
  Purchase of intangibles ............................................      (280,000)    (1,526,239)
  Purchases of property and equipment ................................          --          (19,731)
  Payment of security deposit ........................................       (21,438)          --
                                                                         ------------   ------------
                   NET CASH USED IN INVESTING ACTIVITIES .............      (941,438)    (1,656,928)
                                                                         ------------   ------------
 CASH FLOWS FROM FINANCING ACTIVITIES:
  Net advances from stockholders and related parties .................       559,650        217,518
  Proceeds from notes and loans payable - stockholders ...............       128,429           --
  Repayments of notes and loans payable - stockholders ...............       (51,372)          --
  Proceeds from convertible debt .....................................       305,000        895,500
  Repayment of convertible debt ......................................          --         (150,000)
  Proceeds from notes and loans payable - other ......................     2,100,000      1,376,300
  Repayment of notes and loans payable - other .......................    (1,308,375)    (1,440,546)
                                                                         ------------   ------------
                   NET CASH PROVIDED BY FINANCING ACTIVITIES .........     1,733,331        898,772
                                                                         ------------   ------------

                   NET INCREASE (DECREASE) IN CASH ...................         6,735       (152,417)
 CASH, BEGINNING OF PERIOD ...........................................          --           62,419
                                                                         ------------   ------------
 CASH, END OF PERIOD .................................................   $     6,735    ($   89,998)
                                                                         ============   ============


Bal Sheet ............................................................   $     6,735              0
                                                                         ------------   ------------
</TABLE>
     See accompanying notes to condensed consolidated financial statements.

                                        5
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                  NINE MONTHS ENDED SEPTEMBER 30,
                                                                        2003           2002
<S>                                                                      <C>            <C>
 Cash paid during the period for:
  Interest ......................................................   $   443,737   $   179,871

Non-cash investing and financing activities:
  Recording of debt discount ....................................   $   653,991   $   894,500
  Promissory note issued for purchase of Big Content ............          --     $ 1,000,000
  Common stock to be issued pursuant to consulting agreement ....   $   560,000          --
  Common stock to be issued pursuant to a sale agreement ........   $   132,000          --
  Common stock to be issued pursuant to two promissory agreements   $   105,000          --
  Dividend due on preferred stock ...............................   $    24,168
  Assumption of debt in connection with
   consulting agreement related to reverse merger................                 $ 1,448,932
  Conversion of convertible debt and accrued interest ...........   $ 1,543,623   $ 1,011,517
  into common stock to be issued
  Assets acquired and liabilities assumed in connection
  with acquisition of Big Content in March 2002:
       Intangibles ..............................................          --     $ 7,052,160
       Prepaid expenses .........................................          --     $   130,000
       Property and equipment ...................................          --     $   164,533
       Other assets .............................................          --     $    42,500
       Liabilities ..............................................          --     ($  459,193)
       Prior year cash advances to Big Content offset ...........          --     ($  698,782)
       against due to  the Company on Big Content
       Note payable .............................................          --     ($1,000,000)
      Common stock issued .......................................          --     ($4,079,699)
                                                                  --------------  -------------
        Cash paid, including transaction costs of $50,000 .......          --     $ 1,151,519
                                                                  ==============  =============
</TABLE>
     See accompanying notes to condensed consolidated financial statements.

                                        6
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

        Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 1. Basis of Presentation

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

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

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

The condensed consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Company has recurring losses
from operations, a working capital deficiency of approximately $9,601,000 at
September 30, 2003, and operating cash constraints that raise substantial doubt
about the Company's ability to continue as a going concern.

Note 2. Prepaid Signing Bonuses, Net

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



                               At September 30, 2003    Contract Period
Prepaid signing bonuses                  $750,854           2-3 years
Less: accumulated amortization            221,896
                                ------------------
Prepaid signing bonuses, net             $528,958
                                ==================

Amortization expense of prepaid and deferred signing bonuses was $484,353 and
$21,158 for the nine months ended September 30, 2003 and 2002, respectively.

Note 3. Media Inventory

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

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

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

        Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 4. Property and Equipment, Net

Property and equipment, net, consisted of the following:


                              At September 30,     Useful Lives
                               ---------------      ----------
Office equipment                      $23,291       5-7 years
Furniture and fixtures                 49,705       5-7 years
Automobile                             51,726        5 years
Set and ring costs                     67,514        5 years
Website development costs              55,000        3 years
                               ---------------
                                      247,236
Less accumulated depreciation         193,870
                               ---------------
Property and equipment, net           $53,366
                               ===============



Depreciation and amortization expense of property and equipment were $37,086 and
$47,828 for the nine months ended September 30, 2003 and 2002, respectively.

Note 5. Intangible Assets, Net

The changes in the carrying amount of intangible assets during the nine months
ended September 30, 2003 were as follows:

<TABLE>
<CAPTION>

                                                                         Impairment
                                    Balance as of  Acquired during      during nine         Balance as of
Intangible assets        Estimated  December 31   nine months ended    months ended        September 30,   Accumulated      Net
subject to amortization:    Life      2002          September 30, 2003  September 30 2003      2003         Amortization
------------------------ ---------- -------------- -------------------  ------------------  -------------- ------------- -----------
<S>                           <C>      <C>               <C>            <C>                     <C>             <C>          <C>
Video Library                 5        $1,190,000             -             -                 $1,190,000      $368,500     $821,500


ThunderBox Trademarks and
contractual re1ationships    10         1,223,000             -             -                   1,223,000      314,725      908,275
HWE Trademarks and
contractual relationships    10         1,759,000             -             -                   1,759,000      291,357    1,467,643
European Media Rights         7            40,000        30,000             -                      70,000        5,358       64,642
America Presents Library     10                 -       250,000             -                     250,000       14,583      235,417
Other                         1            20,000             -             -                      20,000       20,000            -
                         ---------- -------------- -------------------  ------------------  -------------- ------------- -----------
                                       $4,232,000      $280,000            $0                  $4,512,000   $1,014,523   $3,497,477
                         ========== ============== ===================  ==================  ============== ============= ===========
</TABLE>

Amortization expense of intangible assets was $422,091 and $322,561for the nine
months ended September 30, 2003 and 2002, respectively.

                                        8
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

        Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 6. Segment Data

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

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

                                 For the three months ended September 30, 2003         For the nine months ended September 30, 2003
                                 ---------------------------------------------------  ----------------------------------------------
                                  Boxing promotions     Media            Total         Boxing promotions   Media            Total
                                 ---------------- ----------------- ----------------  --------------- ---------------- -------------
<S>                                     <C>               <C>              <C>            <C>                <C>         <C>
Net revenue from external customers     $191,105          $229,883         $420,988       $1,409,092         $886,113    $2,295,205
Operating loss                         ($707,377)        ($348,403)     ($1,055,786)     ($2,214,331)     ($1,090,631)  ($3,304,971)
Amortization of signing bonuses         $199,932                 -         $199,932         $484,353                -      $484,353
Amortization of intangible assets        $14,280          $142,800         $142,800          $42,209         $422,091      $422,091
Depreciation and amortization of
property equipment                        $8,283           $12,362          $12,362          $24,848          $37,086       $37,086
Compensatory element of stock and
warrant issuances for selling,
general and administrative expenses     $330,295          $162,682         $492,977       $1,007,312         $496,139    $1,503,451
Interest expense - other                 $80,300           $39,551         $119,850         $318,939         $157,089      $476,028
Interest expense - related parties      $138,724           $68,327         $207,050         $283,648         $139,707      $423,355
</TABLE>

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


                                  For the three months ended September 30, 2002       For the nine months ended September 30, 2002
                                 ---------------------------------------------------  ----------------------------------------------
                                  Boxing promotions    Media             Total         Boxing promotions       Media         Total
                                 ------------------- ----------------- ----------------  --------------- ---------------- ----------
<S>                                     <C>               <C>              <C>            <C>                <C>         <C>
Net revenue from external customers   $1,260,937          $604,292       $1,865,229      $12,287,273     $1,289,818     $13,577,091
Operating loss                       ($1,388,821)         (606,967)     ($2,072,868)     ($1,944,469)     ($957,723)    ($2,902,192)
Amortization of signing bonuses           $9,342                 -           $9,342          $21,158              -         $21,158
Depreciation and amortization of
property equipment                       $12,179            $5,999          $18,178          $32,045        $15,783         $47,828
Interest expense                        $257,628          $126,892         $384,520         $586,156       $288,704        $874,860

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

        Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 6. Segment Data, continued:

Foreign revenue disclosure

The Company had revenues from foreign sources in the amounts of approximately
$464,000 and $1,273,000 for the nine months ended September 30, 2003 and 2002,
respectively. This foreign source revenue accounted for 20% and 9% of total
revenues for the nine months ended September 30, 2003 and 2002, respectively.
Foreign source revenue is determined by the country from which the fight is
broadcast.

Reconciliation of reportable segment operating loss to consolidated net loss

A reconciliation of reportable segment operating loss to the Company's
consolidated net loss for the three months and nine months ended September 30,
2003 and 2002 is as follows:
<TABLE>
<CAPTION>

                                                               Three Months                       Nine Months
                                                          Ended September 30,               Ended September 30,
                                                  ----------------------------------  --------------------------------
                                                        2003             2002              2003            2002
                                                  ----------------- ----------------  --------------- ----------------
<S>                                                    <C>              <C>              <C>              <C>
Operating income (loss)                                ($1,055,786)     ($2,072,868)     ($3,304,971)     ($2,902,192)
   Other income                                                  -            4,000               40           26,805
   Interest expense - other                               (119,850)        (384,520)        (476,028)        (874,860)
   Interest expense - related parties                     (207,050)               -         (423,355)               -
   Loss in disposition of fixed assets                           -                -                -          (80,143)
   Financing costs paid                                   (209,000)        (252,472)      (1,143,589)        (879,259)
   in stocks and warrants
                                                  ----------------- ----------------  --------------- ----------------
     Net loss                                          ($1,591,686)     ($2,705,860)     ($5,347,904)     ($4,709,649)
                                                  ================= ================  =============== ================
                                                        (1,591,686)      (2,705,860)      (5,347,904)      (4,709,649)
</TABLE>
Note 7. Notes And Loans Payable

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

The Company had a $200,000 credit line through another bank. During 2001, the
line of credit expired and the bank converted the then outstanding amount to a
note payable. The note is payable in 36 monthly principal payments of $5,549,
plus 6% interest per annum. The note is secured by assets of the Company and
personally guaranteed by certain stockholders of the Company. The Company
defaulted on its payment and the bank instituted legal proceedings in the
quarter, ended September 30, 2003 to collect on balance on this note which,
including accrued interest, amounted to approximately $93,500 at September 30,
2003.

During the nine months ended September 30, 2003, the Company has repaid certain
loans which matured. It has also entered into various loan agreements with third
parties resulting in new or additional borrowings. These agreements have various
terms, with interest rates ranging from 5.5% to 25%, and maturities, extending
from one month to three years. The Company is in default of some of the
agreements. The combined principal balance outstanding as of September 30, 2003
is indicated below:
<TABLE>
<CAPTION>

                                              Balance at December      Additional  Repayments or         Balance at
                                                    31 2002            Borrowings  Adjustments         September 30, 2003
                                              --------------------  ---------------  ----------------  ---------------------
<S>                                                     <C>               <C>                <C>                  <C>
Current portion of shareholders' notes
and loans payable                                       $234,461          114,829            76,829               $272,461
Long-term portion of shareholders'
notes and loans payable                                2,180,983           13,600           (25,457)            $2,220,040
                                              --------------------  ---------------  ----------------  ---------------------
                                                      $2,415,444         $128,429           $51,372             $2,492,501
                                              ====================  ===============  ================  =====================

</TABLE>
                                       10
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
        Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 8. Notes Payable - Stockholders

During the nine months ended September 30, 2003, the Company entered into
various loan agreements with certain of its shareholders, resulting in
additional borrowings, offset by repayments. These agreements have various
terms, with interest rates ranging from 3% to 25%, and maturities, extending
from one month to nine years. The Company is in default of some of the
agreements. The combined principal balance outstanding as of September 30, 2003
is indicated below:
<TABLE>
<CAPTION>
                                              Balance at December31    Additional       Repayments or       Balance at
                                                     2002              Borrowings       Adjustments      September 30, 2003
                                              --------------------  ---------------  ----------------  ---------------------
<S>                                                      <C>               <C>                <C>                  <C>
Current portion of shareholders' notes
and loans payable                                        $234,461          114,829            76,829               $272,461
Long-term portion of shareholders' notes
and loans payable                                       2,180,983           13,600           (25,457)            $2,220,040
                                              --------------------  ---------------  ----------------  ---------------------
                                                       $2,415,444         $128,429           $51,372             $2,492,501
                                              ====================  ===============  ================  =====================
</TABLE>
Note 9. Convertible Debt

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

The Company recorded a deferred debt discount in the amount of $305,000 to
reflect the beneficial conversion feature of the convertible debt and the value
of the warrants. The beneficial conversion feature, was recorded pursuant to
Emerging Issues Task Force ("EITF") 00-27: Application of EITF No. 98-5,
"Accounting for Convertible Securities with Beneficial Conversion Features or
Contingently Adjustable Conversion Ratios," to certain convertible instruments.
In accordance with EITF 00-27, the Company evaluated the value of the beneficial
conversion feature and recorded this amount as a reduction to the carrying
amount of the convertible debt and as an addition to paid-in capital.
Additionally, the fair value of the warrants was calculated and recorded as a
reduction to the carrying amount and as addition to paid-in capital. The Company
is amortizing the discount over the term of the debt. Amortization of the debt
discount for the nine months ended September 30, 2003 was approximately
$654,000, and this amortization is recorded as financing costs paid in stocks
and warrants for the value of the warrants and interest expense for the value of
the beneficial conversion feature. In addition, the Company amortized debt
discount of $45,000 related to the expensing of deferred finance cost from the
prior year during the nine months ended September 30, 2003.

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

Additional borrowings                                                        Additional unamortized debt
 during nine months ended                                                    discount during nine months
 September 30, 2003                              305,000                     ended September 30, 2003                      305,000
                                         ----------------                                                  -------------------------
                                               1,160,500                                                                   653,991
  Less amount converted to equity
  during the first nine months ended                                         Less amount amortized during
  September 30, 2003 (1,225,914 shares                                       the first nine months
  and 50,000 shares)                           1,160,500                     ended September 30, 2003                      653,991
                                         ----------------                                                  -------------------------
   Balance at September 30, 2003                      $0                     Balance at September 30, 2003                      $0
                                         ================                                                  =========================
</TABLE>
                                       11
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

        Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 10. Stockholders' Deficiency

Common Stock

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

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

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



                                      Number of Shares of Class A
                                      Common Stock Required
                                         to be Available
                                  --------------------------------
Common stock issued                                    10,768,991
Stock option plans                                        315,832
Warrants                                                7,013,986
Common stock to be issued                               8,366,509
Preferred stock - Series A                              1,175,000
Preferred stock - Series B                             19,987,569
Preferred stock - Series C                              2,792,210
                                 ---------------------------------
              Total                                    50,420,097
                                 =================================

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

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

On July 24, 2003, the Company borrowed $50,000 from a third party pursuant to a
promissory note. The note is short-term and accrues interest at 6.5% per annum.
Additionally, the Company agreed to issue 50,000 shares of Class A common stock
in connection with the note.

On July 24, 2003, the Company borrowed $25,000 from a third party pursuant to a
promissory note. The note is short-term and accrues interest at 6.5% per annum.
Additionally, the Company agreed to issue 25,000 shares of Class A common stock
in connection with the note.

From August 27, 2003 to September 25, 2003, the Company borrowed $210,000 in
four separate transactions from a third party pursuant to four note and warrant
purchase agreements. The notes are short-term and accrue interest at 10% per
annum. Additionally, the Company agreed to issue an aggregate of 420,000
warrants to purchase common stock at an exercise price of $.10 per share, with
an expiration of five years from the dates of their issuances.

In connection with the above transactions, the Company recorded financing costs
of $360,500.

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

                                      12
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

        Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 10. Stockholders' Deficiency continued:

Preferred Stock

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

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

The dividends are accruable if the Company does not amend its certificate of
incorporation to increase the number of Class A common stock available to allow
for the conversion of all of the Series A convertible preferred stock. As the
Company has not yet amended its certificate of incorporation, the Company has
accrued dividends of approximately $24,000 during the nine months ended
September 30, 2003, thereby increasing the total dividend arrearage to
approximately $74,000 at September 30, 2003.

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

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

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

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

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

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

        Notes to Condensed Consolidated Financial Statements (Unaudited)

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

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

Warrants

Warrant activity for the nine months ended September 30, 2003 was as follows:


                                                                Number of Shares
                                                                ---------------
Outstanding, December 31, 2002                                       5,921,486
Warrants issued in connection
 with convertible debt and notes payable                             1,092,500
                                                                ---------------
Outstanding, September 30, 2003                                      7,013,986
                                                                ===============

Note 11. Commitments and Contingencies

Consulting Agreements

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

Employment Agreement

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

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

David Tua Agreements

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

                                       14
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
        Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 11. Commitments and Contingencies, continued:

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

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

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

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

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

         Year Ending December 31,          Annual Rent
                                       ----------------
                 2003                          $64,314
                 2004                           71,460
                 2005                           80,107
                 2006                           98,308
                 2007                          100,028
              Thereafter                         8,482
                                       ----------------
                                              $422,699
                                       ================
Regulatory Matters
As a result of the events that surrounded the filing of our Form 10-KSB on May
20, 2003 and Form 10-KSB/A filed on May 23, 2003, the Company was informed by
the staff of the Securities and Exchange Commission, on October 21, 2003, that
it intends to recommend that the Commission bring a civil injunction action
against Cedric Kushner Promotions, Inc. and its officers and directors, alleging
that they violated Section 10(b) of the Securities Exchange Act of 1934 and
Exchange Rule 10b-5 thereunder. The staff also alleges that the officers
violated Section 302(a) of the Public Company Accounting Reform and Investors
Protection Act of 2002 and Exchange Act Rule 13a-14 thereunder. In addition, the
staff further alleges that the officers and directors aided and abetted Cedric
Kushner Promotions, Inc.s violation of Exchange Act Sections 13(a), 13(b)(2)(A),
13(b)(2)(B) and Exchange Act Rules 12b-20 and 13a-1 thereunder.

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

        Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 12. Related Party Transactions

During the nine months ended September 30, 2003, the Company had net borrowings
in the aggregate amount of approximately $559,650 from the President of the
Company, increasing the total indebtedness to this stockholder/officer to
$703,099 (excluding notes payable). The amounts advanced to the Company by the
President during the nine months ended September 30, 2003 have no specific
terms, conditions, or maturities.

Note 13. Litigation

Investor Relation Services, Inc.
On May 13, 2002 the Company entered into agreements with Investor Relation
Services, Inc, ("IRSI") and Summit Trading Limited ("Summit") (collectively the
"Consultants") whereby the Consultants would provide certain investor and public
relations services. The agreement was to have been effective for the period from
May 13, 2002 through May 12, 2005. As compensation for the services to be
provided, the Company was to issue the Consultants 2,631,580 shares of Class A
common stock of the Company.

In August 2002, the Company terminated the contract for cause when IRSI was
deemed by the Company to be unable to fulfill its contractual obligations to the
Company when a principal of IRSI was indicted for securities fraud. In February
2003, Summit filed arbitration against the Company arising from the termination
by the Company of the agreement.

Ongoing settlement discussions have been underway between the parties which may
result in a settlement of this dispute in the near future. To the extent no
settlement is reached, management is unable to predict the final outcome of the
arbitration but disputes the validity of the claim. However, management has
nevertheless adopted a conservative position, for accounting purposes solely, of
recording the value for the shares that would have been issued. That value was
determined at $3,236,843 by multiplying the number of shares (2,631,580)
contemplated to be issued by the value of the common stock on the contemplated
date of the agreement. That amount was recorded as deferred consulting fees and
common stock to be issued. The Company is amortizing the deferred consulting
fees over three years with amortization expense of approximately $809,100
recorded for the nine months ended September 30, 2003 and reflected in
compensatory element of stock issuances for selling, general and administrative
expenses in the condensed consolidated statements of operations.

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

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

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

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

        Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 13. Litigation, continued:

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

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

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

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

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

On July 16, 2003 SL Green Management LLC filed a Notice of Petition, as managing
agent for the Company's landlord, as a result of the Company's failure to timely
pay its rental obligations for its leased office space at 1414 Avenue of the
Americas, Room 1402, New York, New York. IN the notice of petition, SL Green
sought judgment for approximately $25,000 for rent in arrears and eviction of
the Company from the leased premises. This litigation was resolved by Settlement
Agreement between the parties dated on or about October 14, 2003 providing for
terms of repayment by the Company of any arrears owing. The Company has, since
July 16, 2003, paid approximately $16,000 of its past arrears owing.

In the normal course of business, the Company is involved in legal disputes
concerning contractual rights and breaches of contract related to its boxers and
the promotion of boxing events, certain service providers, and other issues. At
September 30, 2003, the Company had accrued an aggregate of approximately
$265,000, representing its estimated exposure from these legal disputes. There
can be no assurance that any future legal proceedings will not have a material
adverse affect on the Company.

                                       17
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

        Notes to Condensed Consolidated Financial Statements (Unaudited)

Note 14. Major Customer

Revenue from a single customer accounted for approximately 44% of revenues for
the nine months ended September 30, 2003, compared to 61% from another single
customer for the same period in 2002.

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

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

Note 16. Subsequent Events

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

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

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

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

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

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

                                       18
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION

Introduction and Certain Cautionary Statements

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

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

OVERVIEW

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

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

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

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

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

                                       19
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION, continued:

CRITICAL ACCOUNTING POLICIES

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

Revenue Recognition

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

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

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

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

Impairment of Long-Lived Assets

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

Intangible Assets

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

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

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

Income Taxes

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

COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND SEPTEMBER 30, 2002

Revenues decreased by approximately $11,282,000, or 83%, from approximately
$13,577,000 for the nine months ended September 30, 2002 to approximately
$2,295,000 for the nine months ended September 30, 2003. Contributing
significantly to the revenue decline is the number of televised events promoted
during the nine months ended September 30, 2003 compared to the same period
during the prior year. The decline in revenues resulted from a number of
factors, including: that the Company had relatively fewer premium cable
licensing fees due to the expiration of contracts with premium level boxers, a
decrease in activity from its talent command premium cable-licensing fees and a
general downturn in foreign television market to 5-year lows, combined with a
downturn in the U.S. advertising. As further discussed below, unless the Company
can raise substantial funds to invest in premium level boxing talent and
substantial funds to invest in future event production then this declining trend
will continue.

Revenue from a single customer accounted for approximately 44% of revenues for
the nine months ended September 30, 2003, compared to 61% from another single
customer for the same period in 2002. The loss of this single customer would
have would have a material impact on the Company's operations or prospects.

Cost of revenues, which comprises of media costs of approximately $451,000 and
boxing promotion costs of $1,408,000 for the nine months ended September 30,
2003, likewise decreased by approximately $11,111,000 to approximately
$1,859,000 for the nine months ended September 30, 2003, compared to
approximately $12,970,000 incurred for the nine months ended September 30, 2002.
The decrease in cost of revenues is attributable to the decline in the number of
televised events promoted by the Company during the period.

Gross profit decreased by approximately $171,000 or 28%, from approximately
$607,000 for the nine months ended September 30, 2002 to approximately $436,000
for the nine months ended September 30, 2003. The decline in gross profit
resulted from a number of factors, including: that the Company had relatively
fewer premium cable licensing fees due to the expiration of contracts with
premium level boxers, a decrease in activity from its talent command premium
cable-licensing fees and a general downturn in foreign television market to
5-year lows, combined with a downturn in the U.S. advertising.

For the nine months ended September 30, 2003, the Company's gross margin
increased to 19%, compared to a gross margin of 4% for the same period in the
prior year. This improvement was largely due to the elimination of the
production of the Company's ThunderBox events in 2003 to date. The Company is
utilizing previously produced ThunderBox episodes in supplying television and
other outlets with the Company's weekly one-hour series.



                                       21

<PAGE>
The following represents a comparison of revenues, cost of revenues, and gross
(loss) profit by segment for the nine months ended September 30, 2003 and
September 30, 2002:
<TABLE>
<CAPTION>
                                                                NINE MONTHS ENDED SEPEMBER 30,
                                                    2003          % of total          2002          % of total
<S>                                                <C>                     <C>      <C>                      <C>
REVENUES
   Boxing promotions                               $1,409,092              61%      $12,287,273              91%
   Media                                             $886,112              39%       $1,289,818               9%
                                                ---------------  ---------------  ---------------  ---------------
        TOTAL REVENUES                             $2,295,205             100%      $13,577,091             100%
                                                ---------------  ---------------  ---------------  ---------------
COST OF REVENUES
   Cost of revenues - boxing promotions            $1,408,466             100%      $11,543,469              94%
   Cost of revenues - media                          $450,645             -19%       $1,426,884               2%
                                                ---------------  ---------------  ---------------  ---------------
      TORAL COST OF REVENUES                       $1,859,111              81%      $12,970,353              96%
                                                ---------------  ---------------  ---------------  ---------------
GROSS PROFIT (LOSS)
   Boxing promotions                                     $627               0%         $743,804               6%
   Media                                              435,467              49%         (137,066)            -11%
                                                ---------------  ---------------  ---------------  ---------------
        TOTAL GROSS PROFIT (LOSS)                    $436,093              19%         $606,738               4%
                                                ===============  ===============  ===============  ===============
</TABLE>


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

COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND SEPTEMBER 30, 2002,
continued:

Selling, general and administrative expenses decreased by approximately
$1,401,400 to approximately $1,294,000 for the nine months ended September 30,
2003, from approximately $2, 695,500 for the same period last year. The Company
recorded a non-cash expense, classified as "compensatory element of stock and
warrant issuances for selling, general and administrative expenses", of
approximately $1,503,000 relating to the use of stocks and warrants for
obligations due under various consulting and employment agreements during the
nine months ended September 30, 2003 compared to approximately $422,000 for the
same period in the prior year.

The Company recorded approximately $1,051,000 in financing costs paid in stocks
and warrants for the nine months ended September 30, 2003, compared to
approximately $879,000 during the same period in the prior year.

Interest expense (inclusive of related party and other amounts) increased by
approximately $25,000 from approximately $875,000 in the first nine months of
2002 to approximately $899,000 for the nine months ended September 30, 2003.
This increase is attributable to costs incurred related to the Company's
incurrence of additional debt.

Depreciation and amortization expense for property and equipment decreased by
approximately $11,000 to approximately $37,000 for the nine months ended
September 30, 2003, from approximately $48,000 for the nine months ended
September 30, 2002. Amortization expense of prepaid signing bonuses increased by
approximately $463,000 to $484,000 for the nine months ended September 30, 2003,
compared to $21,000 for the same period in the prior year. This increase is the
result of allocating the cost of signing heavyweight boxer David Tua in an
exclusive three year agreement. Amortization expenses for intangible assets
increased by $100,000 to approximately $422,000 for the nine months ended
September 30, 2003, compared to $323,000 during the same period last year.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2003, CKP's cash balance was approximately $7,000, compared to
an overdraft balance of approximately $90,000 at September 30, 2002.

Net cash used in operations was approximately $785,000 for the first nine months
ended September 30, 2003, compared to net cash provided of approximately
$606,000 for the same period in 2002. The significant change in cash from
operations results primarily from the net loss of approximately $5,348,000
incurred for the first nine months ended September 30, 2003, compared
approximately $4,710,000 for the same period last year. Approximately $1,503,000
of the net loss for the first nine months ended September 30, 2003 is the result
of non-cash compensation, compared to approximately $422,000 for the same period
last year.

Net cash used in investing activities was approximately $941,000 for the nine
months ended September 30, 2003 comprising of approximately $640,000 for prepaid
signing bonuses, $21,000 for payment of a security deposit and $280,000 for the
purchase of intangible assets, compared to net cash used in investing activities
of approximately $1,657,000 for the same period in the prior year. The net cash
used in investing activities of the Company in the six months ended June 30,
2002 was higher due to the acquisition of Big Content in 2002.

Net cash provided by financing activities was approximately $1,733,000 for the
nine months ended September 30, 2003, compared to net cash provided of
approximately $899,000 for the same period in the prior year. The net cash used
in financing activities by the Company in the nine months ended September 30,
2002 was higher due to the purchase of intangibles in 2002.

The Company incurred a net loss of approximately $5,348,000 during the nine
months ended September 30, 2003. In addition, the Company had a working capital
deficiency of approximately $9,601,000, and a stockholders' deficiency of
approximately $8,996,000 at September 30, 2003, and operating cash constraints
that raise substantial doubt about the Company's ability to continue as a going
concern.

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

                                       23
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION, continued:

LIQUIDITY AND CAPITAL RESOURCES, continued:

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

The Company is in default of several notes and loans payable in the aggregate
amount of approximately $2,150,000. The Company hopes to remedy these defaults
through additional borrowings, ownership contributions, and/or renegotiation of
existing terms and conditions of notes and loans payable in default. If the
Company is unable to cure these defaults, it may significantly impede the
Company's ability to raise additional funds and/or to conduct normal business
operations.

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

During the nine months ended September 30, 2003, the Company had successfully
obtained external financing through private placements of convertible debt and
other short-term borrowings. The Company continues to explore sources of
additional financing to satisfy its current operating requirements and has
adopted a plan to address liquidity in several ways, including: 1) Continue to
reduce operating costs; 2) Increase revenue by refocusing on existing properties
and expand revenue base (the Company is in the process of launching an
advertising sales initiative in Europe and expanding sponsorship sales in the
United States); 3) Continue to pursue the promotion of premium level boxing
events; 4) Pursue production partnerships and joint ventures. particularly with
the Company's ThunderBox series; 5) Pursue additional sources of debt and equity
financing to satisfy its current operating requirements; and 6) Continue to
negotiate with existing debt holders to convert their notes into equity.

Item 3. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

As of September 30, 2003, we carried out an evaluation, under the supervision
and with the participation of our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our disclosure
controls and procedures. Based on this evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures are effective in timely alerting them to material information
required to be included in our periodic reports that are filed with the
Securities and Exchange Commission. It should be noted that the design of any
system of controls is based in part upon certain assumptions about the
likelihood of future events, and there can be no assurance that any design will
succeed in achieving its stated goals under all potential future conditions,
regardless of how remote. In addition, we reviewed our internal controls, and
there have been no significant changes in our internal controls or in other
factors that could significantly affect those controls subsequent to the date of
their last valuation.

(b) Changes in Internal Controls

There were no significant changes in the Company's internal controls or in other
factors that could significantly affect these controls during the quarter
covered by this Report or from the end of the reporting period to the date of
this Form 10-QSB.

                                       24
<PAGE>
                          PART II -- OTHER INFORMATION

Item 1. Legal Proceedings

Investor Relation Services, Inc.
On May 13, 2002 the Company entered into agreements with Investor Relation
Services, Inc, ("IRSI") and Summit Trading Limited ("Summit") (collectively the
"Consultants") whereby the Consultants would provide certain investor and public
relations services. The agreement was to have been effective for the period from
May 13, 2002 through May 12, 2005. As compensation for the services to be
provided, the Company was to issue the Consultants 2,631,580 shares of Class A
common stock of the Company.

In August 2002, the Company terminated the contract for cause when IRSI was
deemed by the Company to be unable to fulfill its contractual obligations to the
Company when a principal of IRSI was indicted for securities fraud. In February
2003, Summit filed arbitration against the Company arising from the termination
by the Company of the agreement.

Ongoing settlement discussions have been underway between the parties which may
result in a settlement of this dispute in the near future. To the extent no
settlement is reached, management is unable to predict the final outcome of the
arbitration but disputes the validity of the claim. However, management has
nevertheless adopted a conservative position, for accounting purposes solely, of
recording the value for the shares that would have been issued. That value was
determined at $3,236,843 by multiplying the number of shares (2,631,580)
contemplated to be issued by the value of the common stock on the contemplated
date of the agreement. That amount was recorded as deferred consulting fees and
common stock to be issued. The Company is amortizing the deferred consulting
fees over three years with amortization expense of approximately $809,100
recorded for the nine months ended September 30, 2003 and reflected in
compensatory element of stock issuances for selling, general and administrative
expenses in the condensed consolidated statements of operations.

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

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

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

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

                                       25
<PAGE>
Item 1. Legal Proceedings , continued:

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

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

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

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

On July 16, 2003 SL Green Management LLC filed a Notice of Petition, as managing
agent for the Company's landlord, as a result of the Company's failure to timely
pay its rental obligations for its leased office space at 1414 Avenue of the
Americas, Room 1402, New York, New York. IN the notice of petition, SL Green
sought judgment for approximately $25,000 for rent in arrears and eviction of
the Company from the leased premises. This litigation was resolved by Settlement
Agreement between the parties dated on or about October 14, 2003 providing for
terms of repayment by the Company of any arrears owing. The Company has, since
July 16, 2003, paid approximately $16,000 of its past arrears owing.

As a result of the events that surrounded the filing of our Form 10-KSB on May
20, 2003 and Form 10-KSB/A filed on May 23, 2003, the Company was informed by
the staff of the Securities and Exchange Commission, on October 21, 2003, that
it intends to recommend that the Commission bring a civil injunction action
against Cedric Kushner Promotions, Inc. and its officers and directors, alleging
that they violated Section 10(b) of the Securities Exchange Act of 1934 and
Exchange Rule 10b-5 thereunder. The staff also alleges that the officers
violated Section 302(a) of the Public Company Accounting Reform and Investors
Protection Act of 2002 and Exchange Act Rule 13a-14 thereunder. In addition, the
staff further alleges that the officers and directors aided and abetted Cedric
Kushner Promotions, Inc.s violation of Exchange Act Sections 13(a), 13(b)(2)(A),
13(b)(2)(B) and Exchange Act Rules 12b-20 and 13a-1 thereunder.

In the normal course of business, the Company is involved in legal disputes
concerning contractual rights and breaches of contract related to its boxers and
the promotion of boxing events, certain service providers, and other issues. At
September 30, 2003, the Company had accrued an aggregate of approximately
$265,000, representing its estimated exposure from these legal disputes. There
can be no assurance that any future legal proceedings will not have a material
adverse affect on the Company.

                                       26
<PAGE>
Item 2. Changes in Securities

On July 24, 2003, the Company borrowed $50,000 from a third party pursuant to a
promissory note. The note is short-term and accrues interest at 6.5% per annum.
Additionally, the Company agreed to issue 50,000 shares of Class A common stock
in connection with the note.

On July 24, 2003, the Company borrowed $25,000 from a third party pursuant to a
promissory note. The note is short-term and accrues interest at 6.5% per annum.
Additionally, the Company agreed to issue 25,000 shares of Class A common stock
in connection with the note.

From August 27, 2003 to September 25, 2003, the Company borrowed $210,000 in
four separate transactions from a third party pursuant to four note and warrant
purchase agreements. The notes are short-term and accrue interest at 10% per
annum. Additionally, the Company agreed to issue an aggregate of 420,000
warrants to purchase common stock at an exercise price of $.10 per share, with
an expiration of five years from the dates of their issuances.

In connection with the above transactions, the Company recorded financing costs
of $360,500.

Item 3. Defaults Upon Senior Securities

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

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

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

Item 5. Other Information

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

                                       27


<PAGE>

Item 6. Exhibits and Reports on Form 8-K

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

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

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

(b) Current Reports on Form 8-K

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

(c) Certification Pursuant To Section 906 Of The Sarbanes-Oxley Act Of 200218
U.S.C. (Section 1350) The Company has attached Exhibits 99.1 and 99.2 to this
filing to comply with the requirements of the Sarbanes-Oxley Act of 2002.

                                       28
<PAGE>
SIGNATURES

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

CEDRIC KUSHNER PROMOTIONS, INC.





Date: January 11, 2004              /s/ Cedric Kushner
                                    -------------------------------------
                                     Cedric Kushner
                                     Chairman of the Board and
                                     President and Chief Executive Officer
                                     (Principal Executive Officer)


Date: January 11, 2004              /s/ James DiLorenzo
                                    --------------------------------------------
                                    James DiLorenzo
                                    Executive Vice President and Treasurer
                                    (Principal Financial and Accounting Officer)



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