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

                                   FORM 10-QSB

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

                  For the quarterly period ended March 31, 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 August 4, 2003, there were 10,648,707 outstanding
               shares of common stock, par value $0.01 per share.
<PAGE>


                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                                    FORM 10-Q

                  FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003

                                      INDEX
<TABLE>
<CAPTION>
                                                                                    Page

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

Item 1.     Financial Statements

            Condensed Consolidated Balance Sheet at March 31, 2003 (Unaudited)       3

            Condensed Consolidated Statements of Operations
            for the three months ended March 31, 2003 and 2002 (Unaudited)
                                                                                     4

            Condensed Consolidated Statements of Cash Flows for
            the three months ended March 31, 2003 and 2002 (Unaudited)
                                                                                     5

            Notes to Condensed Consolidated Financial Statements                     7

Item 2.     Management's Discussion and Analysis or Plan of Operation                20

Item 3.     Controls and Procedures                                                  24

PART II     OTHER INFORMATION

Item 1.     Legal Proceedings                                                        25

Item 2.     Changes in Securities                                                    26

Item 3.     Defaults Upon Senior Securities                                          26

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

Item 5.     Other Information                                                        26

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

            SIGNATURES                                                               28

            CERTIFICATIONS                                                           29
</TABLE>


                                       2
<PAGE>

                         PART I -- FINANCIAL INFORMATION
                          ITEM 1. FINANCIAL STATEMENTS
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>

                        AS OF MARCH 31, 2003 (UNAUDITED)
                                     ASSETS
<S>                                                                                                              <C>
 CURRENT ASSETS:
    Cash                                                                                                          $21,011
    Accounts receivable, net of allowance for doubtful accounts of $20,000                                        103,500
    Media inventories                                                                                              46,694
    Other current assets                                                                                           10,667
                                                                                              ---------------------------
         TOTAL CURRENT ASSETS                                                                                     181,871
                                                                                              ----------------------------
 PROPERTY AND EQUIPMENT, NET                                                                                       78,090

 OTHER ASSETS:
    Prepaid signing bonuses, net                                                                                  681,473
    Deferred finance cost, net                                                                                     14,058
    Security deposit                                                                                               21,438
    Intangible assets, net                                                                                      3,752,006
                                                                                              ----------------------------
         TOTAL ASSETS                                                                                          $4,728,936
                                                                                              ============================
                  LIABILITIES AND STOCKHOLDERS' DEFICIENCY
 CURRENT LIABILITIES:
    Accounts payable                                                                                           $2,784,884
    Reserve for litigation settlements                                                                          1,035,260
    Due to stockholders                                                                                           427,078
    Current portion of notes payable - stockholders                                                               234,461
    Convertible debt, net of unamortized discount of $356,516                                                     803,984
    Current portion of notes and loans payable                                                                  2,450,729
    Accrued expenses and other current liabilities                                                              1,360,728
    Customer advances and deferred income                                                                         660,500
                                                                                              ----------------------------
       TOTAL CURRENT LIABILITIES                                                                                9,757,625
                                                                                              ----------------------------
 LONG-TERM LIABILITIES:
     Notes payable - stockholders, less current portion                                                         2,159,802
     Notes and loans payable, less current portion                                                              1,320,692
                                                                                              ----------------------------
       TOTAL LONG-TERM LIABILITIES                                                                              3,480,494
                                                                                              ----------------------------
       TOTAL LIABILITIES                                                                                       13,238,119
                                                                                              ----------------------------

 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,
     117,500 shares issued and outstanding (liquidation preference of $352,500)                                     1,175
     Series B convertible, $.01 par value, 399,752 shares authorized,
     issued and outstanding (liquidation preference of $2,430,000)                                                  3,998
     Series C convertible redeemable, $.01 par value, 27,923 shares authorized,
     issued and outstanding (liquidation preference of $4,500,000)                                                    279
     Series D, $.01 par value, 399,752 shares authorized, 399,752 shares
     issued and outstanding (liquidation preference of $2,430,000)                                                  3,998
    Common stock, $.01 par value, authorized 20,000,000 shares
     Class A, $.01 par value, 15,000,000 shares authorized,
     10,768,991 shares issued and 10,648,707 shares outstanding                                                   107,690
     Class B, $.01 par value, 5,000,000 shares authorized, -0- shares issued and outstanding                            -
     Class A Common Stock to be issued, 6,395,595 shares                                                        6,333,279
    Additional paid-in capital                                                                                  8,977,867
    Accumulated deficit                                                                                       (19,831,998)
    Deferred consulting fees                                                                                   (2,957,504)
    Deferred signing bonuses                                                                                     (946,668)
    Treasury stock, at cost - 120,284 shares of Class A common stock                                             (201,298)
                                                                                              ----------------------------
       TOTAL STOCKHOLDERS' DEFICIENCY                                                                          (8,509,182)
                                                                                              ----------------------------
       TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                                          $4,728,936
                                                                                              ============================

          See accompanying notes to consolidated financial statements.
</TABLE>
                                       3
<PAGE>


                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                    UNAUDITED
<TABLE>
<CAPTION>
                                                                                   THREE MONTHS
                                                                                  ENDED MARCH 31,
                                                                              2003               2002
                                                                        -----------------  -----------------
<S>                                                                            <C>                 <C>
REVENUES
   Boxing promotions                                                          $1,036,377         $6,418,559
   Media                                                                         266,189             19,159
                                                                        -----------------  -----------------
        TOTAL REVENUES                                                         1,302,566          6,437,718
                                                                        -----------------  -----------------
OPERATING COSTS AND EXPENSES
   Cost of revenues - boxing promotions                                          889,408          4,850,160
   Cost of revenues - media                                                      352,337            950,117
   Selling, general and administrative                                           502,233            573,229
   Amortization of signing bonuses                                               120,338              3,000
   Amortization of intangible assets                                             137,562             15,228
   Depreciation and amortization of property and equipment                        12,362             11,250
   Compensatory element of stock and warrant
   issuances for selling, general and administrative expenses                    505,237               -
                                                                        -----------------  -----------------
        TOTAL OPERATING COSTS AND EXPENSES                                     2,519,478          6,402,984
                                                                        -----------------  -----------------
        INCOME (LOSS) FROM OPERATIONS                                         (1,216,912)            34,734
                                                                        -----------------  -----------------
OTHER INCOME (EXPENSES)
   Other income                                                                        -              8,520
   Interest expense - other                                                     (275,697)          (143,570)
   Interest expense - related parties                                            (72,831)              -
   Financing costs paid in stocks and warrants                                  (311,380)              -
                                                                        -----------------  -----------------
        TOTAL OTHER INCOME (EXPENSE)                                            (659,908)          (135,050)
                                                                        -----------------  -----------------
NET LOSS                                                                     ($1,876,820)       ($  100,316)
                                                                        =================  =================

Net income (loss) applicable to common stock:
Net loss                                                                     ($1,876,820)
Preferred stock dividends - Series A                                              (7,933)
                                                                        -----------------
Net loss income applicable to common stock                                   ($1,884,753)
                                                                        -----------------
NET LOSS PER COMMON SHARE (basic and diluted)                                     ($0.18)
                                                                        =================
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING:
   Basic and diluted                                                          10,648,707
                                                                        =================
</TABLE>

          See accompanying notes to consolidated financial statements.

                                       4
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    UNAUDITED
<TABLE>
<CAPTION>

                                                                                              THREE MONTHS ENDED MARCH 31,
                                                                                               2003                  2002
                                                                                       --------------------- ---------------------
<S>                                                                                            <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss
                                                                                          ($1,876,820)            ($100,316)
  Adjustments to reconcile net loss to net cash  provided by operating activities:

  Depreciation and amortization                                                               270,262                38,641
  Provision for losses on accounts receivable                                                    -                   24,500
  Amortization of debt discount                                                               297,475               118,786
  Compensatory element of stock and warrant issuances
  for selling, general and administrative expenses                                            505,237                  -
  Financing costs paid in stocks and warrants                                                  13,905                  -
  (Increase) decrease in operating assets:
    Accounts receivable                                                                       (98,500)              468,948
    Miscellaneous receivables and other current assets                                          6,833                86,658
    Other assets                                                                              (46,694)                 -
  Increase (decrease) in operating liabilities:
    Accounts payable                                                                         (187,844)              744,072
    Reserve for litigation settlements                                                        256,520                  -
    Accrued expenses and other current liabilities                                            353,896                  -
  Deferred income                                                                             400,000                  -
  Customer advances                                                                           110,500              (227,632)
                                                                                       --------------------- ---------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                                                       4,770             1,153,657
                                                                                       --------------------- ---------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Expenditures for prepaid signing bonuses                                                   (630,000)              (53,354)
  Purchase of intangibles                                                                    (271,438)           (1,811,056)
  Payment for prepaid merger costs                                                               -                 (391,966)
  Capital expenditures and product development costs                                             -                   (9,682)
  Purchases of property and equipment                                                            -                   (4,576)
  Other                                                                                          -                   32,500
                                                                                       --------------------- ---------------------
NET CASH USED IN INVESTING ACTIVITIES                                                        (901,438)           (2,238,134)
                                                                                       --------------------- ---------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Advances from stockholders and related parties, net                                         283,629               698,781
  Repayments of notes and loans payable - stockholders                                        (21,181)               (1,224)
  Proceeds from convertible debt                                                              305,000               100,000
  Proceeds from notes and loans payable - other                                               551,385               359,000
  Repayment of notes and loans payable - other                                               (185,650)             (393,148)
  Increase in dividend due on preferred stock                                                  (7,933)
  Bank overdraft                                                                               (7,572)              258,648
                                                                                       --------------------- ---------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                                     917,678             1,022,057
                                                                                       --------------------- ---------------------
NET INCREASE (DECREASE) IN CASH                                                                21,011               (62,420)
 CASH, BEGINNING OF PERIOD                                                                       -                   62,420
                                                                                       --------------------- ---------------------
CASH, END OF PERIOD                                                                           $21,011                   ($0)
                                                                                       ===================== =====================
</TABLE>
                                       5
<PAGE>

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED), continued

                Supplemental Disclosures of Cash Flow Information
<TABLE>
<CAPTION>

                                                                                    THREE MONTHS ENDED MARCH 31,
                                                                                   2003                     2002
                                                                            --------------------    ----------------------
<S>                                                                                 <C>                        <C>
Cash paid during the period for:
   Interest                                                                        $131,542                   $22,955

 Non-cash investing and financing activities:
   Recording of debt discount                                                      $305,000                  $100,000
   Reissuance of treasury stock for purchase of Big Content                               -                $2,568,909
   Promissory note issued for purchase of Big Content                                     -                $1,000,000
   Common stock to be issued pursuant to consulting agreement                      $560,000                         -
</TABLE>

          See accompanying notes to consolidated financial statements.

                                      6
<PAGE>

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 three  months  ended March 31, 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  $9,575,000 at
March 31, 2003,  and operating cash  constraints  that raise  substantial  doubt
about the Company's ability to continue as a going concern.


Note 2. Business Acquisition and Reverse Merger

Business Acquisition - Big Content

On March 15, 2002, the Company  completed the  acquisition of a 100% interest in
Big Content, a company engaged in the business of acquiring,  adapting, selling,
licensing and  marketing  boxing-related  programming,  whether in film or other
media. Big Content constitutes the Company's media segment.

The total purchase price of approximately  $6,930,000 consisted of approximately
$4,079,000 of the Company's common stock,  representing  approximately 30 shares
of the then  closely-held CKB (exchanged for 27,923 shares of Series C Preferred
Stock in  conjunction  with the  Reverse  Merger),  $1,000,000  in the form of a
promissory note, cash advances to Big Content through March 15, 2002 aggregating
approximately  $1,801,000 and direct transaction costs of $50,000.  There was no
readily available market value for the Company's common stock and, thus, a value
of  approximately  $4,079,000  was ascribed as the estimated fair value based on
the fair value of the  assets  acquired  determined  with the  assistance  of an
independent appraiser.  The results of operations of Big Content are included in
the consolidated financial statements commencing March 15, 2002.

The  allocation  of the purchase  price of the assets  acquired and  liabilities
assumed  based  on the fair  value  as  determined  with  the  assistance  of an
independent appraisal of Big Content was as follows:


                                                             Useful Lives
                                                            ----------------
Intangible Asset - Video library                $1,190,000       5 years

Intangible Asset - Heavyweight Explosion         2,000,000      10 years

Intangible Asset - ThunderBox services           2,800,000      10 years

Goodwill                                         1,062,160

Other assets                                        42,500

Property and equipment                             164,533       5 years

Prepaid expenses                                   130,000

Liabilities                                       (459,193)
                                           -----------------
                                                 $6,930,000
                                           =================

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 2. Business Acquisition and Reverse Merger, continued:

Reverse Merger

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.

The warrant was initially exercisable  immediately at an exercise price of $1.24
per share and could be exercised through a cashless  exercise,  at the option of
the holder.  On September 10, 2002,  the Company  executed an agreement to amend
the  terms of the  warrant  agreement.  The total  number  of  shares  under the
original  agreement was reduced from 1,000,000 to 500,000 and the exercise price
was reduced from $1.24 per share to $.62 per share. The warrant expires on April
30,  2007.  The value of the warrant was  accounted  for as part of the purchase
price of the  acquisition.  Additionally,  the Company entered into a consulting
agreement with one of CKB's  stockholders  whereby the stockholder will receive,
at a minimum,  $5,000  per week for ten years.  The  consulting  agreement  also
entitled the stockholder to 10% of net profit, as defined in the agreement,  for
events  generating total revenues in excess of $500,000,  20% of net profit from
sales  related to the  acquired  video  library  and 15% of net  proceeds of any
qualified  financing,  as  defined  in the  agreement,  to be used to redeem the
stockholder's Series C Convertible Preferred stock at a share price equal to the
liquidation preference value per share. The Company, however, had the ability to
terminate the consulting  agreement  after covered  payments,  as defined in the
agreement,  of  $4,300,000  were made no later than March 25, 2005 or $5,300,000
were made no later  than March 25,  2012.  As such,  the  Company  recorded  the
minimum  payments  pursuant to the consulting  agreement as additional  purchase
consideration  at a  present  value of  approximately  $1,449,000  as of the Big
Content merger date of March 15, 2002, using an imputed interest rate of 15% per
annum.

The Series C  Convertible  Redeemable  Preferred  stockholders,  pursuant  to an
agreement dated May 20, 2003, permanently waived the redemption provisions.  The
original terms of the Series C Convertible Preferred stock would have required a
balance sheet classification outside of the equity section.  However, due to the
waiving of the redemption  provisions  prior to the issuance of the consolidated
financial  statements the Company has reflected the Series C Preferred  stock as
equity similar to the accounting  required under SFAS No. 6  "Classification  of
Short-Term Obligations Expected to be Refinanced".

Costs  related to effecting the merger,  primarily  professional  fees,  totaled
approximately  $681,000.  Those costs have been  expensed  for the excess of the
costs over the cash acquired as part of the merger.


Note 3. Prepaid Signing Bonuses, Net

In the first  quarter of 2003,  the Company  paid  $630,000 in signing  bonuses,
increasing  the  total  to  approximately   $741,000.   The  Company  recognized
approximately  $31,600 in amortization expense for bonuses for the first quarter
of 2003,  increasing  accumulated  amortization  to  approximately  $59,400.  In
addition, the Company recorded approximately $89,000 in additional  amortization
expense from its  amortization of deferred signing bonus (See Note 11, David Tua
Agreements)

Prepaid signing bonuses, net, consisted of the following at March 31, 2003:

                                     At March 31, 2003       Contract Period
Prepaid signing bonuses                      $740,854           2-3 years
Less: accumulated amortization                 59,381
                                  --------------------
Prepaid signing bonuses, net                 $681,473
                                  ====================

                                       8
<PAGE>

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 4. Property and Equipment, Net

Property and equipment, net, consisted of the following:

<TABLE>
<CAPTION>

                                       At March 31, 2003               Useful Lives
                                    ------------------------   -----------------------------
<S>                                                 <C>                 <C>
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                       169,146
                                    ------------------------
Property and equipment, net                         $78,090
                                    ========================
</TABLE>
Depreciation   and   amortization   expense  of  property  and  equipment   were
approximately  $12,500 and $11,500 for the three months ended March 31, 2003 and
2002, respectively.


Note 5. Intangible Assets, Net

On March 10, 2003,  CKP entered into an agreement with America  Presents  Boxing
LLC ("APB") whereby APB sold,  transferred and assigned to CKP all right,  title
and interest in and to APB's  library (the  "Library")  of  professional  boxing
contests and promotional rights (the "Promotional Rights," and together with the
Library,  the "APB Assets") in certain  boxers.  The purchase  price for the APB
Assets was $250,000 (the Fixed Amount")  (subject to a price reduction if APB is
not able to provide supporting documentation for a minimum number of programming
hours of the Library) to be paid in equal monthly installments of $4,167 as well
as an additional payment of $250,000 (the "Contingent Amount"),  contingent upon
the aggregate gross purse amounts of David Tua. CKP also agreed to pay a certain
percentage of the net proceeds derived from the Promotional Rights to reduce the
balance of the Fixed Amount.

The changes in the carrying amount of intangible  assets during the three months
ended March 31, 2003 were as follows:
<TABLE>
<CAPTION>

                                             Balance                                Balance as of
 Intangible assets             Estimated      as of   Acquired in    Impairment in    March 31,   Accumulated         Net
 subject to amortization:        Life          2002   first qtr 2003  first qtr 2003   2003        Amortization
                             -----------  ----------- -------------- --------------- ------------ -------------- -------------
<S>                                <C>     <C>               <C>            <C>             <C>      <C>               <C>
 Acquired video library            5      $1,190,000           -                -     $1,190,000     $249,500        $940,500

ThunderBox Trademarks
and contractual relationships     10       1,223,000           -                -      1,223,000      253,575         969,425

HWE Trademarks
and contractual relationships     10       1,759,000           -                -      1,759,000      203,407       1,555,593

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

Acquired European
Media Rights                       7          40,000           -                -         40,000        1,429          38,571

Acquired America
Presents Library                  10               -     250,000                -        250,000        2,083         247,917
                             -----------  ----------- -------------- --------------- ------------ -------------- -------------
                                          $4,232,000    $250,000               $0     $4,482,000     $729,994      $3,752,006
                             ===========  =========== ============== =============== ============ ============== =============
</TABLE>


Amortization expense of intangible assets was approximately $137,600 and $15,200
for the quarters ended March 31, 2003 and 2002, respectively.

                                       9
<PAGE>

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 6. Segment Data

The Company has two reportable segments: boxing promotions and media. The boxing
promotions segment, which is primarily the Cedric Kushner Promotions subsidiary,
produces  and  syndicates  world  championship  boxing  events 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 tables present information about the Company's
business  segments for the three months ended March 31, 2003 and March 31, 2002,
respectively:
<TABLE>
<CAPTION>

                                                               For the three months ended March 31, 2003
                                                               --------------------------------------------------------------------
                                                                   Boxing promotions             Media                 Total
                                                               -------------------------  --------------------  -------------------
<S>                                                                          <C>                     <C>                <C>
Net revenue from external customers                                          $1,036,377              $266,189           $1,302,566

Operating loss                                                                 $730,147              $486,765           $1,216,912

Amortization of signing bonuses                                                $120,338                     -             $120,338

Amortization of intangible assets                                                     -              $137,562             $137,562

Depreciation and amortization of property and equipment                               -               $12,362              $12,362

Compensatory element of stock and warrant issuances
for selling, general and administrative expenses                               $505,237                     -             $505,237

Interest expense - other                                                       $165,418              $110,279             $275,697

Interest expense - related parties                                              $43,699               $29,132              $72,831


Total identifiable assets at March 31, 2003                                    $721,677            $3,134,296           $3,855,973

Capital expenditures for property and equipment                                       -                     -                    -

Capital expenditures for intangible assets                                     $640,719              $260,719             $901,438



                                                                 For the three months ended March 31, 2002
                                                               --------------------------------------------------------------------
                                                                   Boxing promotions              Media                Total
                                                               -------------------------  --------------------  -------------------
Net revenue from external customers                                          $6,418,559               $19,159           $6,437,718

Operating income                                                             $1,252,307            (1,217,573)             $34,734

Amortization of signing bonuses                                                  $3,000                     -               $3,000

Depreciation and amortization of property and equipment                         $11,250                     -              $11,250

Interest expense - other                                                       $143,570                     -             $143,570


Total identifiable assets at March 31, 2002                                    $490,429            $4,238,507           $4,728,936

Capital expenditures for property and equipment                                       -               $14,258              $14,258

Capital expenditures for intangible assets                                      $53,354            $2,203,022           $2,256,376
</TABLE>


Foreign revenue disclosure

The Company had revenues  from foreign  sources in the amounts of  approximately
$94,000  and  $675,000  for the three  months  ended  March  31,  2003 and 2002,
respectively.  This foreign  source  revenue  accounted  for 7% and 10% of total
revenues  for the three  months  ended  March 31,  2003 and 2002,  respectively.
Foreign  source  revenue  is  determined  by the  country  in which the fight is
broadcast.

                                       10
<PAGE>

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 6. Segment Data, continued:

Reconciliation of reportable segment operating loss to consolidated net loss

A  reconciliation  of  reportable   segment  operating  loss  to  the  Company's
consolidated  net loss for the three  months ended March 31, 2003 and 2002 is as
follows:
<TABLE>
<CAPTION>
                                                                        Three Months Ended March 31,
                                                               -----------------------------------------------
                                                                        2003                    2002
                                                               -------------------------  --------------------
<S>                                                                         <C>                       <C>
   Operating income (loss)                                                  ($1,216,912)              $34,734

   Other income                                                                       0                 8,520

   Interest expense - other                                                    (275,697)             (143,570)

   Interest expense - related parties                                           (72,831)                    0

   Financing costs paid in stocks and warrants                                 (311,380)                    0
                                                               -------------------------  --------------------
   Net loss                                                                 ($1,876,820)            ($100,316)
                                                               -------------------------  --------------------
</TABLE>
Note 7. Notes And Loans Payable

The Company's  notes and loans  payable  consisted of the following at March 31,
2003:

The Company defaulted on its line of credit with a bank. Interest was payable at
an  interest  rate of 8.5% per annum.  The credit  line was  secured by accounts
receivable,  the Company's  contracts with boxers, and personally  guaranteed by
officers of the Company,  which included a lien against real estate owned by the
President of the Company.  Pursuant to an agreement with the bank dated February
20,  2003 the  Company  paid down the  balance by $231,665 on March 10, 2003 and
agreed to a payment schedule for the remaining balance. The balance on this line
of  credit  at  March  31,  2003,   including  accrued  interest,   amounted  to
approximately $41,300.

The Company had a $200,000 credit line through a bank.  During 2001, the line of
credit expired and the bank converted the outstanding  amount to a note payable.
The note 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. Furthermore, the President of
the Company was required to subordinate  $578,735 of his loans to the Company in
connection  with this note.  The balance on this note at March 31, 2002 amounted
to approximately $111,000.

During the three months ended March 31, 2003,  the Company  entered into various
loan  agreements with third parties  resulting in new or additional  borrowings,
offset by repayments.  These agreements have various terms and maturities,  some
of which are in default.  The combined principal balance outstanding as of March
31, 2003 is indicated below:
<TABLE>
<CAPTION>
                                                    Balance at            Additional     Repayments 0r     Balance at March
                                                  December 31 2002        Borrowings     Adjustments          31, 2003
                                                --------------------  ---------------  -----------------  --------------------
<S>                                                      <C>                <C>                <C>                 <C>
Current portion of notes and loans payable               $2,268,344         $351,385           $169,000            $2,450,729

Long-term portion of notes and loans payable              1,137,342          200,000             16,650             1,320,692
                                                --------------------  ---------------  -----------------  --------------------
                                                         $3,405,686         $551,385           $185,650            $3,771,421
                                                --------------------  ---------------  -----------------  --------------------
</TABLE>

                                       11
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 8. Notes Payable - Stockholders

During the three months ended March 31, 2003,  the Company  entered into various
loan agreements with its  shareholders,  resulting in or additional  borrowings,
offset by repayments.  These  agreements have various terms and maturities.  The
combined principal balance  outstanding as of March 31, 2003 is indicated below:
<TABLE>
<CAPTION>
                                                               Balance at            Additional     Repayments 0r   Balance at March
                                                               December 31 2002      Borrowings     Adjustments         31, 2003
                                                              -------------------  --------------  ----------------  ---------------
<S>                                                                      <C>                <C>          <C>              <C>
Current portion of shareholders' notes and loans payable              $   234,461            -              -          $   234,461

Long-term portion of shareholders' notes and loans payable              2,180,983            -          21,181           2,159,802
                                                              --------------------  ---------------  -----------------  ------------
                                                                       $2,415,444          $ -         $21,181          $2,394,263
                                                              ====================  ===============  =================  ============
</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 three  months  ended  March 31,  2003 was  $297,475,  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 $13,905
related to the expensing of deferred finance cost from the prior year.

The following reflect the balance of convertible debt and debt discount at March
31, 2003:
<TABLE>
<CAPTION>
                                                       THREE MONTHS ENDED
                                                         MARCH 31, 2003
                                                     ---------------------
                                      Balance at     Additional       Amortization         Balance at March
                                 December 31, 2002     Borrowings     of Debt Discount           31, 2003
                                 -----------------  ----------------  ------------------  -------------------
<S>                                     <C>              <C>                 <C>                       <C>
Convertible Debt                        $855,500         $305,000                  -            $1,160,500

Less: Debt Discount                     (348,991)        (305,000)           297,475              (356,516)
                                 -----------------  ----------------  ------------------  --------------------
                                        $506,509                -           $297,475              $803,984
                                 =================  ================  ==================  ====================
</TABLE>
                                       12
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 10. Stockholders' Deficiency

Common Stock

The Company has two classes of common stock authorized as of March 31, 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 March 31, 2003 is as follows:

                                   Number of Shares of Class A
                                        Common Stock Required
                                           to be Available
                                   --------------------------------
Common stock issued                                     10,768,991
Stock option plans                                         315,832
Warrants                                                 6,073,986
Common stock to be issued                                6,395,595
Convertible debt                                           917,206
Preferred stock - Series A                               1,175,000
Preferred stock - Series B                              19,987,600
Preferred stock - Series C                               2,792,210
Consulting agreement                                       250,000
                                   --------------------------------
              Total                                     48,676,420
                                   ================================



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 March 31, 2003.

Preferred Stock

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

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

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  $31,000 during the year ended December 31,
2002  related to the Series A  convertible  preferred  stock.  The Company has a
dividend arrearage of approximately $39,000 at March 31, 2003.

                                       13
<PAGE>


                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Series A Convertible Preferred Stock continued:
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 (See Note 4).

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 and weighted average exercise prices for the three months ended
March 31, 2003 were as follows:

<TABLE>
<CAPTION>
                                                                                              Weighted
                                                                                           Average Exercise
                                                                      Number of Shares          Price
                                                                      -----------------   ----------------
<S>                                                                          <C>                     <C>
Outstanding, December 31,  2002                                            5,921,486               $3.70

Warrants issued in connection with convertible debt                          152,500               $0.50
                                                                      -----------------    ----------------
Outstanding, March 31, 2003                                                6,073,986               $3.70
                                                                      =================    ================
</TABLE>
                                       14
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 11. Commitments and Contingencies

Consulting Agreement

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

Employment Agreement

On August 19, 2002, the Company signed an employment  agreement with an employee
of the 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.

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
three  months  ended March 31, 2003  included in the  consolidated  statement of
operations amounted to approximately $90,000.

Simultaneously  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.

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

Simultaneously with the closing of the Sale Agreement and the Consent,  CKP sold
50% of 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.


Investor and Public Relations Agreement

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

In August  2002,  the Company  terminated  the  contract for cause when IRSI was
deemed by the Company to be unable to fulfill its contractual obligations to the
Company when a principal of IRSI was indicted for securities  fraud. In February
2003, Summit filed arbitration  against the Company arising from the termination
by the Company of the agreement.  On May 28, 2003, a mediation  session was held
but was  unsuccessful  and did  not  result  in a  settlement.  Pursuant  to the
contract between the parties, it is anticipated that the matter will now proceed
to arbitration.  Arbitration  has not been selected and no arbitration  date has
been scheduled. (not true).

While  management  is unable to predict the outcome of this matter and  disputes
the validity of the claim, it has nevertheless  adopted, in 2002, a conservative
position,  for accounting purposes solely, of recording the value for the shares
that  would  have been  issued.  That  value was  determined  at  $3,236,843  by
multiplying  the number of shares  (2,631,580)  contemplated to be issued by the
value of the common stock on the contemplated date of the agreement. That amount
was  recorded as deferred  consulting  fees and common  stock to be issued.  The
Company  is  amortizing  the  deferred  consulting  fees over  three  years with
amortization  expense of  approximately  $269,700  recorded for the three months
ended March 31, 2003 and reflected in  compensatory  element of stock  issuances
for selling,  general and administrative  expenses in the condensed consolidated
statements of operations.


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
                                       ================


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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 12.  Related Party Transactions

On October 31, 2002, the Company  assigned to a creditor and  shareholder of the
Company, Livingston Investments,  LLC ("Livingston"),  and a related creditor of
the Company, Mackin Charitable Remainder Trust ("Mackin"),  the right to collect
certain  media  related  accounts  receivables  to offset  against  payments due
Livingston and Mackin.  The agreement  became  effective as of October 22, 2002.
Additionally, the payments due Livingston and Macken are secured by the acquired
media assets of the Company, including the video library, ThunderBox Series, and
Heavyweight Explosion Series.

The  Company  rented  both its New York City and  Southampton  offices  from the
President of the Company on a month-to-month  basis. Related party rent amounted
to $30,000 for these premises during the three months ended March 31, 2003.

During the three months ended March 31, 2003, the Company  borrowed an aggregate
amount of approximately  $309,100 from the President of the Company.  During the
same period,  the Company repaid  approximately  $25,500 to the President of the
Company.  The amounts advanced to the Company by the President during this first
quarter of 2003 have no specific terms, conditions, or maturities.


Note 13. Litigation

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 March 31, 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 March 31,
2003, the unpaid balance owed to Zomba by CKP was approximately $267,000.  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 fund this obligation.

On August 23, 2002,  the Company and a boxer agreed to settle a disputed  matter
related to the sharing of certain profits between the boxer and the Company. The
Company had agreed to pay the boxer  approximately  $610,000,  excluding amounts
previously  paid,  plus interest by April 30, 2003. On June 2, 2003, the Company
defaulted  on the agreed upon  settlement  terms,  and a judgment was entered in
favor of the boxer in the  approximate  amount of $610,000,  less any  principal
paid by the Company. There could be a material,  adverse effect on our revenues,
profits, results of operations,  financial condition and future prospects if the
Company is  unsuccessful  in securing  financing to resolve this default.  As of
March 31, 2003, the Company had accrued  approximately  $560,000 on its books as
the remaining  liability to the boxer. On July 16, 2003, a restraining order was
placed in favor of the boxer  against  the  Company  that  prohibited  the sale,
transfer,  assignment,  or interference  of the Company's  property at a certain
financial institution until the judgment is satisfied or vacated.

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.

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 13. Litigation, continued:

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

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

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

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 March 31, 2003, the Company had accrued  approximately  $239,000 on its books
as a potential liability to NSP.

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

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
March 31, 2003, the Company had accrued an aggregate of approximately  $200,000,
representing its estimated  exposure from these legal disputes.  There can be no
assurance  that any future legal  proceedings  will not have a material  adverse
affect on the Company.


Note 14. Major Customer

Revenue from a single customer  accounted for  approximately 77% of revenues for
the three  months  ended March 31,  2003,  compared to 79% from  another  single
customer for the same period in 2002.

                                       18
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 15. Subsequent Events

From  April 1,  2003 to August  5,  2003,  the  Company  borrowed  approximately
$760,000 from various third parties  pursuant to several  promissory  notes. The
notes are all short-term and accrue interest at various rates per annum.

On May 29, 2003, the Company borrowed  $200,000 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 400,000  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 June 6, 2003, the Company  borrowed  $60,000 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 120,000  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 July 24,  2003,  the Company  borrowed  $75,000 from  various  third  parties
pursuant  to  certain  promissory  notes.  The note is  short-term  and  accrues
interest at 6.5% per annum.  Additionally,  the Company  agreed to issue  75,000
shares of Class A common stock in connection with the note.

The Company has not paid the principal amount of $305,000, together with accrued
but unpaid  interest,  which were due on before the one hundred fiftieth (150th)
calendar  day  after the date of the  notes,  pursuant  to the note and  warrant
agreement  entered  between  January 15, 2003 and March 18, 2003.  As such,  the
Company has  converted  this debt into common stock to be issued,  in accordance
with the agreement during the second and third quarters of 2003

                                       19
<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.

                                       20
<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.

                                       21
<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 THREE MONTHS ENDED MARCH 31, 2003 AND MARCH 31, 2002

Revenues decreased by approximately  $5,135,000, or 80%, from $6,438,000 for the
three months ended March 31, 2002 to $1,303,000 for the three months ended March
31, 2003.  Contributing  significantly  to the revenue  decline is the number of
televised  events  promoted  in the first  quarter of 2003  compared to the same
period  during the prior year.  The Company had  relatively  fewer premium cable
licensing fees due to the expiration of contracts with premium level boxers.  In
addition, the Company experienced a decrease in activity from its talent command
premium cable-licensing fees.

Cost of revenues,  which comprises of media costs of approximately  $352,000 and
boxing  promotion costs of $889,000,  decreased by  approximately  $4,560,000 to
approximately  $1,241,000 for the three months ended March 31, 2003, compared to
approximately $5,800,000 incurred for the three months ended March 31, 2002. The
decrease in cost of  revenues  is  attributable  to the lower  dollar  volume of
events  promoted by the Company.  For the three months ended March 31, 2003, the
Company realized a gross profit of 5%, compared to a gross profit of 10% for the
same period in the prior year.  The Company  believes that a downturn in foreign
television  market  to  5-year  lows,  combined  with a  downturn  in  the  U.S.
advertising  market  without any change to the cost of producing  major  events,
were the primary factors contributing to the lower gross profit of approximately
$61,000 in the first quarter of 2003.

Cost of revenues for boxing promotions,  as a percentage of revenues,  increased
by 10% to 95% in the first quarter of 2003, compared to the same period in 2002,
thereby  resulting in gross boxing promotion profit of 5%. In media, the Company
experienced  higher costs than  revenues  were  realized for a number of reasons
including  the  inability  to  develop a  domestic  distribution  outlet,  lower
sponsorship,  and supporting certain programs, which yielded lower revenues than
costs incurred, but were necessary to promote brand recognition and establishing
a new television series.

The following represents a comparison of revenues,  cost of revenues,  and gross
(loss) profit by segment for the three months ended March 31, 2003 and March 31,
2002:
<TABLE>
<CAPTION>
                                                 2003          % of total        2002        % of total
                                             -------------   -------------   --------------- -----------
REVENUES
<S>                                            <C>                  <C>         <C>                 <C>
   Boxing promotions                           $1,036,377           80%       $6,418,559          100%

   Media                                          266,189           20%           19,159            -
                                             -------------   -------------   --------------- ------------

        TOTAL REVENUES                         $1,302,566          100%       $6,437,718          100%
                                             -------------   -------------   --------------- ------------

COST OF REVENUES
   Cost of revenues - boxing promotions          $889,408           86%       $4,850,160           76%

   Cost of revenues - media                      $352,337          132%          950,117            -
                                             -------------   -------------   --------------- ------------

      TORAL COST OF REVENUES                   $1,241,745           95%       $5,800,277           90%
                                             -------------   -------------   --------------- ------------

GROSS (LOSS) INCOME
   Boxing promotions                             $146,969           14%       $1,568,399           24%

   Media                                          (86,148)         -32%         (930,958)       -4859%
                                             -------------   -------------   --------------- ------------

        TOTAL GROSS PROFIT (LOSS)                 $60,821            5%         $637,441           10%
                                             =============   =============   =============== ============
</TABLE>
                                       22
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
        OF FINANCIAL CONDITION AND RESULTS OF OPERATION, continued:

COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2003 AND MARCH 31, 2002,
continued:

Selling,  general and administrative expenses decreased by approximately $71,000
to  approximately  $502,000  for the three  months  ended March 31,  2003,  from
approximately  $573,000  for the same period last year.  The Company  recorded a
non-cash  expense,  classified  as  "compensatory  element of stock and  warrant
issuances for selling,  general and administrative  expenses",  of approximately
$505,000  relating to the use of stocks and warrants for  obligations  due under
various consulting and employment agreements.

The Company  recorded  approximately  $311,000 in financing costs paid in stocks
and warrants for the three months ended March 31, 2003,  compared to none during
the same period in the prior year.

Interest  expense  (inclusive of related party and other  amounts)  increased by
approximately  $205,000 from approximately $144,000 in the first three months of
2002 to approximately $348,500 for the first three months of 2003. This increase
is  attributable  to costs  incurred  related  to the  Company's  incurrence  of
approximately  $700,000 of additional  debt. The beneficial  conversion  feature
related to this debt is  amortized  and  recorded as interest  expense  over the
maturity of the debt or immediately for any portion that is converted to equity.
Further,  interest  expense has  increased due in part to the debt incurred as a
result of CKB's  merger with Big  Content,  additional  interest  related to the
extension of the maturity dates of warrants issued with debt in 1997.

Depreciation  and  amortization  expense  increased by  approximately  $1,100 to
approximately   $12,400  for  the  three  months  ended  March  31,  2003,  from
approximately  $11,200 for the three months  ended March 31, 2002.  Amortization
expense  comprised of approximately  $120,400 in signing bonus  amortization for
the three months ended March 31, 2003, compared to $3,000 for the same period in
the prior year, and approximately  $137,600 in intangible asset amortization for
the three months ended March 31, 2003, compared to approximately  $15,200 during
the same period last year.


LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2003,  CKB's cash's  balance  reflected a balance of  approximately
$21,000,  compared to an overdraft of  approximately  $258,600  (reflected  as a
current liability) at March 31, 2002, an increase of $279,600.

Net cash provided by operations was approximately $4,800 in the first quarter of
2003,  compared to net cash provided of  approximately  $1,153,700  for the same
period in 2002.  The decrease in cash provided by operations is due primarily to
an  increase  in  the  net  loss,   from  $100,300  in  first  quarter  2002  to
approximately  $1,876,800 in first quarter 2003, of which approximately $505,000
is the result of non-cash compensation.

Net cash  used in  investing  activities  was  approximately  $901,400  in first
quarter 2003  comprising of  approximately  $630,000 for prepaid signing bonuses
and $271,000 for the purchase of intangible assets, compared to net cash used in
investing  activities of approximately  $2,238,00 in first quarter 2002. The net
cash used in  investing  activities  of the  Company in first  quarter  2002 was
approximately  $1,337,000 greater due to the purchase of Big Content and prepaid
merger costs.

Net cash provided by financing  activities was  approximately  $917,700 in first
quarter 2003, compared to net cash provided of approximately $1,022,100 in first
quarter  2002.  The increase in first  quarter 2002 was due primarily to greater
amounts received from notes and loans payable, and advances from stockholders.

The Company  incurred a net loss of  approximately  $1,877,000  during the three
months ended March 31,  2003.  In  addition,  the Company had a working  capital
deficiency  of  approximately  $9,575,000,  and a  stockholders'  deficiency  of
approximately  $8,509,000 at March 31, 2003 that raises  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.

During the three  months  ended March 31,  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

In order to ensure that the information the Company must disclose in its filings
with the Securities and Exchange Commission is recorded,  processed,  summarized
and  reported  on a timely  basis,  the Company has  formalized  its  disclosure
controls and procedures. The Company's principal executive officer and principal
financial officer have reviewed and evaluated the Company's  disclosure controls
and procedures as defined in Rules  13a-14(c) and 15d-14(c) under the Securities
Exchange Act of 1934, as amended as of a date within 90 days prior to the filing
date of this report (the  "Evaluation  Date").  Based on such  evaluation,  such
officers  have  concluded  that,  as  of  the  Evaluation  Date,  the  Company's
disclosure  controls and procedures are effective in bringing to their attention
on a timely basis material  information  relating to the Company  required to be
included in the Company's periodic filings under the Securities  Exchange Act of
1934.

Since the Evaluation  Date,  there have not been any significant  changes in the
internal controls of the Company,  or in other factors that could  significantly
affect these controls subsequent to the Evaluation Date.

                                       24
<PAGE>
                          PART II -- OTHER INFORMATION

Item 1. Legal Proceedings

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 March 31, 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 March 31,
2003, the unpaid balance owed to Zomba by CKP was approximately $267,000.  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 fund this obligation.

On August 23, 2002,  the Company and a boxer agreed to settle a disputed  matter
related to the sharing of certain profits between the boxer and the Company. The
Company had agreed to pay the boxer  approximately  $610,000,  excluding amounts
previously  paid,  plus interest by April 30, 2003. On June 2, 2003, the Company
defaulted  on the agreed upon  settlement  terms,  and a judgment was entered in
favor of the boxer in the  approximate  amount of $610,000,  less any  principal
paid by the Company. There could be a material,  adverse effect on our revenues,
profits, results of operations,  financial condition and future prospects if the
Company is  unsuccessful  in securing  financing to resolve this default.  As of
March 31, 2003, the Company had accrued  approximately  $560,000 on its books as
the remaining  liability to the boxer. On July 16, 2003, a restraining order was
placed in favor of the boxer  against  the  Company  that  prohibited  the sale,
transfer,  assignment,  or interference  of the Company's  property at a certain
financial institution until the judgment is satisfied or vacated.

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

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 $239,261.80,  plus interest,  costs and attorneys' fees. As of March
31,  2003,  the  Company had  accrued  approximately  $239,000 on its books as a
potential liability to NSP.

On July 16,  2003,  SL Green  Management,  LLC ("SL  Green")  filed a Notice  of
Petition,  as  managing  agent for the  Company's  landlord,  as a result of the
Company's  failure to pay its rental  obligations for its leased office space at
1414 Avenue of the Americas,  Room 1402, New York, New York. SL Green is seeking
judgment for $25,084.78 for rent in arrears and eviction of the Company from the
leased premises.

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
March 31, 2003, the Company had accrued an aggregate of approximately  $200,000,
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.

Item 2. Changes in Securities

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

Item 3. Defaults Upon Senior Securities

During the first three  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 three 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.

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

     (a)  Exhibits required by Item 601 of Regulation S-B
          None


     (b)  Current Reports on Form 8-K

          On February  21,  2003,  the Company  filed an amended  report on Form
          8-k/a regarding financial statements of acquired businesses.


     (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.

                                       27
<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: August 5, 2003              /s/ Cedric Kushner
                                    -------------------------------------
                                    Cedric Kushner
                                    Chairman of the Board and
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)


Date: August 5, 2003              /s/ James DiLorenzo
                                    --------------------------------------------
                                    James DiLorenzo
                                    Executive Vice President and Treasurer
                                    (Principal Financial and Accounting Officer)


                                       28
<PAGE>
CERTIFICATIONS

I, Cedric Kushner, certify that:

1.   I have  reviewed  this  quarterly  report on Form 10-QSB of Cedric  Kushner
     Promotions, Inc. (the "Registrant");

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  Registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  Registrant's  other  certifying  officer  and  I  am  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

a)   designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  Registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

b)   evaluated the  effectiveness  of the Registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and

c)   presented in this quarterly report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5.   The Registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  Registrant's  auditors  and the audit
     committee of the Registrant's board of directors:

a)   all  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  Registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     Registrant's auditors any material weaknesses in internal controls; and

b)   any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  Registrant's  internal
     controls; and

6.   The  Registrant's  other  certifying  officer and I have  indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: August 5, 2003





                       /s/ Cedric Kushner
                       ------------------------------------
                       Cedric Kushner
                       Chairman of the Board, President and
                       Chief Executive Officer
                       (Principal Executive Officer)

                                       29
<PAGE>
CERTIFICATIONS

I, James DiLorenzo, certify that:

1.   I have  reviewed  this  quarterly  report  on Form  10-QSB  Cedric  Kushner
     Promotions, Inc. (the "Registrant");

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  Registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  Registrant's  other  certifying  officer  and  I  am  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and we have:

a)   designed such  disclosure  controls and  procedures to ensure that material
     information   relating  to  the  Registrant,   including  its  consolidated
     subsidiaries,  is  made  known  to  us by  others  within  those  entities,
     particularly  during  the period in which  this  quarterly  report is being
     prepared;

b)   evaluated the  effectiveness  of the Registrant's  disclosure  controls and
     procedures  as of a date  within 90 days prior to the  filing  date of this
     quarterly report (the "Evaluation Date"); and

c)   presented in this quarterly report our conclusions  about the effectiveness
     of the disclosure controls and procedures based on our evaluation as of the
     Evaluation Date;

5.   The Registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  Registrant's  auditors  and the audit
     committee of the Registrant's board of directors:

a)   all  significant  deficiencies  in the  design  or  operation  of  internal
     controls which could adversely affect the  Registrant's  ability to record,
     process,  summarize and report  financial data and have  identified for the
     Registrant's auditors any material weaknesses in internal controls; and

b)   any fraud,  whether or not  material,  that  involves  management  or other
     employees  who  have  a  significant  role  in  the  Registrant's  internal
     controls; and

6.   The  Registrant's  other  certifying  officer and I have  indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: August 5, 2003





                         /s/ James DiLorenzo
                         --------------------------------------------
                         James DiLorenzo
                         Executive Vice President
                         (Principal Financial and Accounting Officer)

                                       30
<PAGE>

Exhibit 99.1

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

            PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley  Act of 2002, the  undersigned  certifies that (1) this Quarterly
report of Cedric Kushner Promotions, Inc. (the "Company") on Form 10-KSB for the
three  months ended March 31, 2003,  as filed with the  Securities  and Exchange
Commission  on  the  date  hereof  (this  "Report"),  fully  complies  with  the
requirements  of Section 13(a) or 15(d) of the Securities  Exchange Act of 1934,
as amended, and (2) the information contained in this Report fairly presents, in
all material  respects,  the financial  condition of the Company as of March 31,
2003.





          /s/ Cedric Kushner
          --------------------------------------------------------
          Name: Cedric Kushner
          Title: Chief Executive Officer
          (Principal Executive Officer)



Date: August 5, 2003

                                       31
<PAGE>


Exhibit 99.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

            PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO

                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C.  Section 1350,  as adopted  pursuant to Section 906 of the
Sarbanes-Oxley  Act of 2002, the  undersigned  certifies that (1) this Quarterly
report of Cedric Kushner Promotions, Inc. (the "Company") on Form 10-KSB for the
three  months ended March 31, 2003,  as filed with the  Securities  and Exchange
Commission  on  the  date  hereof  (this  "Report"),  fully  complies  with  the
requirements  of Section 13(a) or 15(d) of the Securities  Exchange Act of 1934,
as amended, and (2) the information contained in this Report fairly presents, in
all material  respects,  the financial  condition of the Company as of March 31,
2003.





          /s/ James DiLorenzo
          --------------------------------------------------------
          Name: James DiLorenzo
          Title: Executive Vice President
          (Principal Financial and Accounting Officer)



Date: August 5, 2003

                                       32