United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                 Amendment No. 1
                                       to
                                   FORM 10-QSB

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

                For the quarterly period ended September 30, 2004

                         Commission File Number 0-25563

                         CEDRIC KUSHNER PROMOTIONS, INC.

                 (Name of small business issuer in its charter)



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

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

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



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

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

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13 or 15(d) of the Exchange Act after the  distribution  of
securities under a plan confirmed by a court: Yes [ ] No [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

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

As of November  15, 2004,  there were  10,664,207  outstanding  shares of common
stock, par value $0.01 per share.


Transitional Small Business Disclosure Format (Check One): Yes [ ] No [x]


<PAGE>


                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                                      INDEX
                                       TO
                                  FORM 10-QSB/A

<TABLE>
<CAPTION>
                                                                                             Page

PART I      FINANCIAL INFORMATION

Item 1.     Financial Statements

<S>                                                           <C>                            <C>
            Condensed Consolidated Balance Sheet at September 30, 2004
            (Unaudited)                                                                        3

            Condensed Consolidated Statements of Operations for the three
            months and nine months ended September 30, 2004 and 2003 (Unaudited)               5

            Condensed Consolidated Statements of Cash Flows for
            the nine months ended September 30, 2004 and 2003 (Unaudited)                      6

            Notes to Condensed Consolidated Financial Statements                               8

Item 2.     Management's Discussion and Analysis or Plan of Operation                         29

Item 3.     Controls and Procedures                                                           35

PART II     OTHER INFORMATION

Item 1.     Legal Proceedings                                                                 36

Item 2.     Changes in Securities                                                             36

Item 3.     Defaults Upon Senior Securities                                                   37

Item 4.     Submission of Matters to a Vote of Security Holders                               37

Item 5.     Other Information                                                                 37

Item 6.     Exhibits and Reports on Form 8-K                                                  38

            SIGNATURES                                                                        41

            CERTIFICATIONS                                                                    42

</TABLE>

                                       2
<PAGE>
                         PART I -- FINANCIAL INFORMATION


ITEM 1. FINANCIAL STATEMENTS

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                      AS OF SEPTEMBER 30, 2004 (Unaudited)
<TABLE>
<CAPTION>

                                     ASSETS

  CURRENT ASSETS:
<S>                                                                                                <C>
    Cash                                                                                           $95,744
    Escrow Funds                                                                                     4,980
    Accounts receivable, net of allowance for doubtful accounts of $44,120                          60,375
    Other receivables                                                                               85,000
                                                                                    -----------------------
         TOTAL CURRENT ASSETS                                                                      246,099
                                                                                    -----------------------

 PROPERTY AND EQUIPMENT, NET                                                                        23,427

 OTHER ASSETS:
    Prepaid signing bonuses, net                                                                   291,771
    Security deposit                                                                                28,584
    Other assets                                                                                    37,000
    Intangible assets, net                                                                         796,309
                                                                                    -----------------------
         TOTAL ASSETS                                                                           $1,423,190
                                                                                    =======================

</TABLE>
    The accompanying notes are an integral part of the financial statements.

                                       3

<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                      AS OF SEPTEMBER 30, 2004 (Unaudited)
<TABLE>
<CAPTION>

 CURRENT LIABILITIES:
<S>                                                                                             <C>
    Accounts payable                                                                            $2,837,426
    Accrued litigation and judgments payable                                                     1,124,293
    Due to stockholders/officers                                                                   358,228
    Current portion of notes payable - stockholders                                                372,659
    Convertible debt, net of discounts                                                             191,000
    Current portion of notes and loans payable                                                   3,362,384
    Accrued expenses and other current liabilities                                               2,466,442
    Deferred revenue                                                                               445,000
                                                                                    -----------------------
         TOTAL CURRENT LIABILITIES                                                              11,157,431
                                                                                    -----------------------
 LONG-TERM LIABILITIES:
     Notes payable - stockholders, less current portion                                          1,217,471
     Notes and loans payable, less current portion                                               1,183,000
                                                                                    -----------------------
         TOTAL  LONG-TERM LIABILITIES                                                            2,400,471
                                                                                    -----------------------
         TOTAL  LIABILITIES                                                                     13,557,903
                                                                                    -----------------------

 COMMITMENTS AND CONTINGENCIES

 STOCKHOLDERS' DEFICIENCY:
    Preferred stock, $.01 par value, authorized 5,000,000 shares
        Series A convertible, $.01 par value, authorized 500,000 shares,                             1,175
          117,500 shares issued and outstanding (liquidation preference of $352,500)
        Series B convertible, $.01 par value, 464,908 shares authorized, issued                      4,650
          and outstanding (liquidation preference of $4,058,911)
        Series C convertible, $.01 par value, 27,923 shares authorized,                                279
          issued and outstanding (liquidation preference of $4,500,000)
        Series D, $.01 par value, 399,752 shares authorized, 399,752 shares                          3,998
          issued and outstanding (liquidation preference of $2,430,000)
    Common stock, $.01 par value, authorized 20,000,000 shares
       Class A, $.01 par value, 15,000,000 shares authorized,                                      107,690
          10,768,991 shares issued and 10,664,207 shares outstanding
       Class B, $.01 par value, 5,000,000 shares authorized,                                             -
          -0- shares issued and outstanding
       Class A Common Stock to be issued, 13,383,149 shares                                     10,199,401
    Additional paid-in capital                                                                  15,924,202
    Accumulated deficit                                                                        (37,743,567)
    Deferred consulting fees & signing bonuses                                                    (547,540)
    Treasury stock, at cost - 104,784 shares of Class A common stock                               (85,000)
                                                                                    -----------------------
         TOTAL STOCKHOLDERS' DEFICIENCY                                                        (12,134,713)
                                                                                    -----------------------
         TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                         $1,423,190
                                                                                    =======================
</TABLE>

    The accompanying notes are an integral part of the financial statements.

                                       4
<PAGE>
           CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES CONDENSED
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                   FOR THE THREE MONTHS                FOR THE NINE MONTHS
                                                                   ENDED SEPTEMBER 30,                   ENDED SEPTEMBER 30,
                                                                 2004                2003             2004              2003
                                                           ----------------  -----------------  ---------------  -----------------
REVENUES
<S>                                                              <C>                <C>             <C>                <C>
   Boxing promotions                                             $126,341           $191,105        $1,819,075         $1,409,092
   Media                                                            7,648            229,883           360,077            886,113
                                                           ----------------  -----------------  ---------------  -----------------
        TOTAL REVENUES                                            133,989            420,988         2,179,152          2,295,205
                                                           ----------------  -----------------  ---------------  -----------------
 OPERATING COSTS AND EXPENSES
   Cost of revenues - boxing promotions                            23,625            133,340         2,042,370          1,408,466
   Cost of revenues - media                                        64,273             20,182           386,283            450,645
   Selling, general and administrative                            503,608            475,181         1,729,261          1,294,084
   Amortization of signing bonuses                                191,149            199,932           507,091            484,353
   Amortization of intangible assets                               68,334            142,800           205,000            422,091
   Impairment of intangible assets                                      -                  -           430,000                  -
   Impairment of signing bounses                                  514,913                              514,913
   Depreciation and amortization of property and equipment          2,305             12,362             7,056             37,086
   Reversal of stock-based compensation                        (2,055,000)                          (2,055,000)
     due to expiration and nullification of contract
   Compensatory element of stock and warrant                       75,500            492,977         2,267,915          1,503,451
     issuances for selling, general and administrative expenses
                                                           ----------------  -----------------  ---------------  -----------------
        TOTAL OPERATING COSTS AND EXPENSES                       (611,293)         1,476,774         6,034,889          5,600,176
                                                           ----------------  -----------------  ---------------  -----------------
         INCOME (LOSS) FROM OPERATIONS                            745,282         (1,055,786)       (3,855,737)        (3,304,971)
                                                           ----------------  -----------------  ---------------  -----------------
 OTHER INCOME (EXPENSES)
   Gain on sale of boxing promotional agreement                    29,063                  -            59,063                  -
   Loss on disposition of assets                                        -                  -            (9,493)                 -
   Other income                                                         -                  -                 -                 40
   Interest expense - related parties                             (56,266)          (207,050)         (176,378)          (423,355)
   Interest expense - other                                      (187,605)          (119,850)         (500,925)          (476,028)
   Financing costs paid in stocks and warrants                   (229,683)          (209,000)       (5,218,885)        (1,143,589)
                                                           ----------------  -----------------  ---------------  -----------------
         TOTAL OTHER INCOME (EXPENSES)                           (444,491)          (535,900)       (5,846,618)        (2,042,932)
                                                           ----------------  -----------------  ---------------  -----------------
 NET INCOME (LOSS)                                               $300,791        ($1,591,686)      ($9,702,355)       ($5,347,903)
                                                           ================  =================  ===============  =================
Net income (loss) applicable to common stock:
   Net income (loss)                                             $300,791        ($1,591,686)      ($9,702,355)       ($5,347,903)
   Preferred stock dividends - Series A                            (8,610)            (8,179)          (25,549)           (24,168)
                                                           ----------------  -----------------  ---------------  -----------------
   Net income (loss) applicable to common stock                  $292,181        ($1,599,865)      ($9,727,904)       ($5,372,071)
                                                           ================  =================  ===============  =================
NET INCOME (LOSS) PER COMMON SHARE                                  $0.03             ($0.15)           ($0.91)             $0.50
                                       (basic and diluted)
                                                           ================  =================  ===============  =================
PRO-FORMA NET LOSS                                                  $0.00             ($0.04)           ($0.16)             $0.14
PER COMMON SHARE (basic and diluted)
                                                           ================  =================  ===============  =================
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING:
   Basic and diluted                                           10,661,482         10,648,707        10,655,094         10,648,707
                                                           ================  =================  ===============  =================
   Pro-forma basic and diluted                                 61,839,923         40,134,578        61,051,677         39,224,824
                                                           ================  =================  ===============  =================

</TABLE>


    The accompanying notes are an integral part of the financial statements.

                                       5
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                                                 FOR THE NINE MONTHS
                                                                                                 ENDED SEPTEMBER 30,
                                                                                             2004                    2003
                                                                                    ------------------------ ----------------------
 CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                             <C>                     <C>
   Net loss                                                                                     ($9,702,355)            (5,347,904)
  Adjustments to reconcile net loss
   to net cash (used in) operating activities:
  Depreciation and amortization                                                                     719,147              1,607,004
  Provision for losses on accounts receivable                                                        34,000                      -
  Compensatory element of stock and warrant issuances                                               212,915              1,503,451
    for selling, general and administrative expenses, net
  Financing costs paid in stocks and warrants                                                     4,708,885                658,561
  Financing costs incurred in obtaining membership interest in Pledge This, LLC                     510,000                      -
  Impairment of boxing assets                                                                       514,913                      -
  Impairment of intangible assets                                                                   430,000                      -
  (Increase) decrease in operating assets:
    Escrow funds                                                                                     (4,980)                     -
    Accounts receivable                                                                             (61,254)               (47,500)
    Miscellaneous receivables and other current assets                                              (32,500)               (25,039)
    Other assets                                                                                     10,833                      -
  Increase (decrease) in operating liabilities:
    Accounts payable                                                                                336,712                100,887
    Accrued litigation and judgments payable                                                        (40,319)               305,986
    Accrued expenses and other current liabilities                                                  609,009               (105,605)
    Deferred revenues                                                                                     -                400,000
    Customer advances                                                                                45,000                165,000
                                                                                    ------------------------ ----------------------
                                              NET CASH USED IN OPERATING ACTIVITIES              (1,709,995)              (785,159)
                                                                                    ------------------------ ----------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Expenditures for prepaid signing bonuses                                                         (375,000)              (640,000)
  Purchase of fixed assets                                                                          (20,482)                     -
  Payment of security deposit                                                                             -                (21,438)
  Proceeds from sale of boxing promotional agreement                                                 75,001                      -
  Purchase of intangible assets                                                                           -               (280,000)
  Payment of other assets                                                                           (37,000)                     -
                                                                                    ------------------------ ----------------------
                                              NET CASH USED IN INVESTING ACTIVITIES                (357,482)              (941,438)
                                                                                    ------------------------ ----------------------
 CASH FLOWS FROM FINANCING ACTIVITIES:
  Advances from stockholders and related parties                                                    144,600                559,650
  Repayments to stockholders and related parties                                                   (123,749)                     -
  Proceeds from notes and loans payable - stockholders                                              110,959                128,429
  Repayment of notes and loans payable - stockholders                                               (88,445)               (51,372)
  Proceeds from convertible debt                                                                  1,818,000                305,000
  Proceeds from notes and loans payable - other                                                     748,650              2,100,000
  Repayment of notes and loans payable - other                                                     (468,000)            (1,308,375)
                                                                                    ------------------------ ----------------------
                                          NET CASH PROVIDED BY FINANCING ACTIVITIES               2,142,015              1,733,332
                                                                                    ------------------------ ----------------------
                                                               NET INCREASE IN CASH                  74,539                  6,735
 CASH, BEGINNING OF PERIOD                                                                           21,205                      -
                                                                                    ------------------------ ----------------------
 CASH, END OF PERIOD                                                                                $95,744                 $6,735
                                                                                    ======================== ======================

</TABLE>
    The accompanying notes are an integral part of the financial statements.

                                       6
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                         FOR THE NINE MONTHS
                                                                                         ENDED SEPTEMBER 30,
                                                                                 2004                     2003
                                                                           --------------------   ------------------------
<S>                                                                                  <C>                        <C>
 Cash paid during the period for:
  Interest                                                                           $161,594                   $443,737
Non-cash investing and financing activities:
   Recording of debt discount                                                      $1,577,000                   $653,991
   Common stock to be issued pursuant to consulting agreements                     $1,791,000                   $560,000
   Common stock to be issued pursuant to a sale agreement                                 $ -                   $132,000
   Common stock to be issued pursuant to two promissory agreements                        $ -                   $105,000
   Conversion of convertible debt and accrued interest                               $249,863                 $1,543,623
        into common stock to be issued
   Conversion of stockholders' notes and loan payable into equity                    $992,357                        $ -
   Conversion of stockholders' net advances into equity                              $636,554                        $ -
   Reclassification of accrued expense to due to stockholders/officers                $73,016                        $ -
   Conversion of stockholders' accrued interest into accrued expenses                 $91,691                        $ -
   Conversion of stockholders' accrued interest into equity                           $83,973                        $ -
   Conversion of notes payable into convertible debt                                  $10,000                        $ -
   Conversion of accounts payable into due to rrelated party                          $28,270                        $ -
   Conversion of notes payable into convertible debt                               $2,058,000                        $ -
   Loss resulting from write-off of fixed assets damaged by office fire                $9,493                        $ -
   Common stock to be issued pursuant to an exclusive                                 $62,500                        $ -
        promotional agreement
   Warrants issued to purchase shares pursuant                                       $205,000                        $ -
         to an exclusive promotional agreement
    Loss resulting from disposition of treasury stock                                $104,983                        $ -
        - charged to additional paid-in capital
    Dividends on preferred stock                                                      $25,549                    $24,168



</TABLE>
    The accompanying notes are an integral part of the financial statements.

                                       7
<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  necessary to present
fairly the information set forth therein. These condensed 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   condensed
consolidated  financial statements and supplementary data included in the Annual
Report on Form 10-K/SB, filed on June 25, 2004.

The results of operations  for the nine months ended  September 30, 2004 are not
necessarily  indicative of the results to be expected for the fiscal year ending
December 31, 2004 or any other period.

The condensed  consolidated  financial  statements have been prepared on a going
concern basis,  which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Company incurred net losses of
$9,702,355  and $5,347,903  during the nine months ended  September 30, 2004 and
2003, respectively. In addition, the Company had a working capital deficiency of
$10,911,333 at September 30, 2004. Furthermore,  the Company had a stockholders'
deficiency of $12,134,713 at September 30, 2004. These factors continue to raise
substantial doubts about the Company's ability to continue as a going concern.


Note 2. Escrow Funds

On February 17, 2004, the Company executed an escrow agreement  whereby proceeds
received from the sale of certain note and warrant  agreements were deposited in
a non-interest bearing bank account maintained by the Company's escrow agent. At
September 30, 2004, the balance in the escrow account was $4,980.


Note 3. Prepaid Signing Bonuses, Net

During the nine months ended  September  30, 2004,  the Company paid $225,000 in
signing  bonuses.  The Company  also  incurred an  additional  $150,000 of costs
related to an exclusive promotional agreement with a fighter. The $150,000 costs
represented  the Company's  guarantee of the fighter's  realization  of proceeds
with  regards to the future sale of 250,000  shares of common stock to be issued
to the fighter.

From March 4, 2004 to  September  30,  2004,  the Company has entered  into five
participation agreements with a number of investors whereby, in consideration of
the payment of various sums totaling  $145,000,  the investors would be entitled
to receive an agreed-upon,  fixed  percentage of the net revenues  received from
the promotion of certain boxers.  The Company  recognized gains from the sale of
the  percentage  interests  in these boxers at the time of receipt of funds from
the investors.

In accordance  with SFAS No. 144,  Accounting  for the Impairment or Disposal of
Long-Lived Assets, an impairment  analysis was performed in December 2003 of the
Company's  prepaid signing bonus. The fair value of this asset was determined by
calculating its undiscounted, estimated future operating cash flow and comparing
it  to  the  carrying  amount  of  the  asset.  This  testing  resulted  in  the
determination that the carrying amount of the Company's prepaid signing bonus at
September  30, 2004  exceeded the  potential  amount that can be recovered  from
future, undiscounted cash flows. Accordingly, the Company recorded an impairment
charge of $194,584 on its prepaid signing bonus in the third quarter of 2004 and
$320,329 on its deferred signing bonus for the same period.

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note 3. Prepaid Signing Bonuses, Net, continued:

Prepaid signing bonuses, net, consisted of the following at September 30, 2004:

                                                           Contract Period
                                                            -----------
Prepaid signing bonuses                            $891,980  2 to 3 years
Less: Impairment loss recognized this quarter       194,584
Less: Accumulated amortization                      405,625
                                                 ----------
Prepaid signing bonuses, net                       $291,771
                                                 ==========


Amortization  expense,  which  includes  the  amortization  of both  prepaid and
deferred signing bonuses,  for the nine months ended September 30, 2004 and 2003
was $507,091 and $484,353, respectively.


Note 4. Property and Equipment, Net

Property and equipment, net, consisted of the following at September 30, 2004:

                                                       Life
                                                     ---------
Office equipment                          $16,926    5-7 years
Furniture and fixtures                     10,000    5-7 years
Automobile                                 51,726    5 years
Set and ring costs                         20,625    5 years
Website development costs                   5,000    3 years
                                       -----------
                                          104,277
Less accumulated depreciation and
 amortization                              80,850
                                       -----------
Property and equipment, net               $23,427


Depreciation and  amortization  expense of property and equipment was $7,056 and
$37,086 for the nine months ended September 30, 2004 and 2003, 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
matches and promotional rights (the "Promotional  Rights," and together with the
Library,  the "APB Assets") in certain  boxers.  The purchase  price for the APB
Assets  was  $250,000  (the  "Fixed   Amount")  to  be  paid  in  equal  monthly
installments  of  $4,167  as well as an  additional  payment  of  $250,000  (the
"Contingent  Amount"),  contingent  upon the  aggregate  gross purse  amounts of
boxer, David Tua, who was (and still is) under contractual  arrangement with the
Company. CKP also agreed to pay a certain percentage of the net proceeds derived
from the Promotional  Rights to reduce the balance of the Fixed Amount (also See
Note 10). The Company's interest in the Library has been subsequently encumbered
by a security agreement as part of a forbearance agreement entered into in March
2004.

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

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note 5.   Intangible Assets, Net, continued:

In accordance  with SFAS No. 144, an  impairment  analysis was performed in June
2004 on the Company's  intangible assets. The fair value of the media assets was
determined by calculating the present value of estimated  future  operating cash
flows.  This testing resulted in the  determination  that the carrying amount of
the  Company's  intangible  assets at June 30, 2004  exceeded  their fair value.
Accordingly,  the  Company  recorded  impairment  charges  of  $430,000  on  its
intangible assets in the second quarter ended June 30, 2004.

The changes in the carrying  amount of intangible  assets during the nine months
ended September 30, 2004 were as follows:
<TABLE>
<CAPTION>
                           Estimated      Balance    Reclassified       Less         Balance       Accumulated        Net
                          Useful Life      as of        in 2004      Impairment       as of       Amortization    Book Value
                                         12/31/03                     in 2004        9/30/04       at 9-30-04     at 9-30-04
                          ----------------------------------------------------------------------------------------------------
<S>                         <C>             <C>           <C>           <C>           <C>              <C>           <C>
 Acquired video library     5 Years         $888,000      $320,000      ($200,000)    $1,008,000       (597,941)     $410,059
 HWE Trademarks             10 Years       1,015,332             -       (230,000)       785,332       (399,082)      386,250
 and contractual
 relationships
 Acquired European          7 Years           70,000       (70,000)             -              -              -             -
 Media Rights
 Acquired America           10 Years         250,000      (250,000)             -              -              -             -
 Presents Library
                                       ---------------------------------------------------------------------------------------
                    Total                 $2,223,332           $ -      ($430,000)    $1,793,332      ($997,023)     $796,309
                                       =======================================================================================
</TABLE>
Amortization expense of intangible assets was $205,000 and $422,091 for the nine
months ended September 30, 2004 and 2003, respectively.


Note 6. Segment Data

The Company has two reportable segments: boxing promotions and media. The boxing
promotions segment, which are primarily the CKP and CKSN subsidiaries,  produces
and syndicates championship boxing events for distribution worldwide.  The media
segment,  which  consists  primarily  of the  Big  Content  subsidiary  and  its
ThunderBox  subsidiary,  manages the creation,  distribution  (domestically  and
internationally), and maintenance of all media holdings, including the Company's
media  library of  videotaped  boxing  events and  current  original  television
programming.

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

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


                                       10
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 6. Segment Data, continued:

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

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

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 6. Segment Data, continued:

The following table presents  information about the Company's  business segments
as of and for the three and nine months ended September 30, 2003:
<TABLE>
<CAPTION>
                                                              For The Three Months Ended Ended September 30, 2003
                                                          ------------------------------------------------------------
                                                                 Boxing              Media               Total
                                                               promotions
                                                          ------------------------------------------------------------
<S>                                                                   <C>                <C>                 <C>
Net revenue from external customers                               $191,105           $229,883            $420,988
Income (loss) from operations                                    ($707,377)         ($348,409)        ($1,055,786)
Amortization of signing bonuses                                   $199,932                  -            $199,932
Amortization of intangible assets                                  $14,280           $128,520            $142,800
Depreciation and amortization of                                    $8,283             $4,079             $12,362
   property and equipment
Compensatory element of stock and warrant issuances               $330,295           $162,682            $492,977
  for selling, general and administrative expenses
Interest expense - other                                           $80,300            $39,551            $119,851
Interest expense - related parties                                $138,724            $68,327            $207,050


                                                              For The Nine Months Ended Ended September 30, 2003
                                                          ------------------------------------------------------------
                                                                Boxing            Media                Total
                                                             promotions
                                                          ------------------------------------------------------------
Net revenue from external customers                             $1,409,092           $886,113              $2,295,205
Income (loss) from operations                                  ($2,214,334)       ($1,090,637)            ($3,304,971)
Amortization of signing bonuses                                   $484,353                  -                $484,353
Amortization of intangible assets                                  $42,209           $379,882                $422,091
Depreciation and amortization of                                   $24,848            $12,238                 $37,086
   property and equipment
Compensatory element of stock and warrant issuances             $1,007,312           $496,139              $1,503,451
  for selling, general and administrative expenses
Interest expense - other                                          $318,939           $157,089                $476,028
Interest expense - related parties                                $283,648           $139,707                $423,355

</TABLE>
Foreign revenue  disclosure The Company had revenues from foreign sources in the
amounts  of  approximately  $426,000  and  $460,000  for the nine  months  ended
September 30, 2004 and 2003, respectively. This foreign source revenue accounted
for 19.5% and 20% of total revenues the nine months ended September 30, 2004 and
2003, respectively. Foreign source revenue is determined by the country in which
a fight was broadcast.

Reconciliation of reportable  segment  operating loss to condensed  consolidated
net loss A reconciliation of reportable  segment operating loss to the Company's
condensed  consolidated net loss for the nine months ended September 30 2004 and
2003 is as follows:
<TABLE>
<CAPTION>
                                                         For The Three Months Ended              For The Six Months Ended
                                                             Ended September 30,                     Ended September 30,
                                                   ----------------------------------------    ------------------------------------
                                                           2004                2003                  2004              2003
                                                   ----------------------------------------    ----------------- ------------------
<S>                                                            <C>             <C>                  <C>                <C>
Income (loss) from operations                                  $745,282        ($1,055,786)         ($3,855,737)       ($3,304,971)
   Gain on sale of boxing promotional agreement                  29,063                  -               59,063                  -
   Other income                                                       -                  -                    -                 40
   Loss on disposition of assets                                      -                  -               (9,493)                 -
   Interest expense - other                                    (187,605)          (119,850)            (500,925)          (476,028)
   Interest expense - related parties                           (56,266)          (207,050)            (176,378)          (423,355)
   Financing costs paid in stocks and warrants                 (229,683)          (209,000)          (5,218,885)        (1,143,589)
                                                   ----------------------------------------    ----------------- ------------------
     Net income (loss)                                         $300,791        ($1,591,686)         ($9,702,355)       ($5,347,903)
                                                   ========================================    ================= ==================
</TABLE>
Note 7.  Due to Stockholders/Officers

On February 19, 2004 the Company's President converted $1,628,911 of outstanding
debt owed to him by the Company, including $636,554 in personal advances made by
the  President,  into  equity (For a  description  of this  transaction  and the
securities  issued  to  this  individual,  please  refer  to  Part  II --  Other
Information,  Item 2,  Change  in  Securities).  During  the nine  months  ended
September 30, 2004, the Company  reclassified $91,691 in accrued interest due to
the  Company's  President  into  non-interest  bearing  advances  payable to the
Company's  President.  At September 30, 2004,  the balance owed to the Company's
President  was  $127,580.  The amounts  advanced to the Company by the President
have no specific terms, conditions, or maturities.

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 7.  Due to Stockholders/Officers, continued:

The  Company  has an  unsecured  non-interest  bearing  advance  payable  to the
Company's  Vice  President.  At  September  30,  2004,  the balance  owed to the
Company's Vice President was $111,195.

The Company  also has an unsecured  non-interest  bearing  advance  payable to a
stockholder  and related  party.  At September 30, 2004, the balance owed to the
stockholder was $119,453.


Note 8. Notes and Loans Payable

During the nine months ended  September 30, 2004, the Company has repaid some of
the loans that had either matured or were in prior default.  It has also entered
into various loan agreements  with third parties  resulting in new or additional
borrowings.  These  agreements  have various terms,  with interest rates ranging
from 0% to 12%, and  maturities  extending from one month to less than one year.
The Company is in default of some of the agreements.

The combined principal balance outstanding as of September 30, 2004 is indicated
below:
<TABLE>
<CAPTION>
                                                     Balance at          Additional     Repayments or          Balance at
                                                  December 31, 2003      Borrowings        Adjustmen       September 30, 2004
                                                 --------------------  ---------------  ----------------  ---------------------
<S>                                                       <C>               <C>              <C>                    <C>
Current portion of notes and loans payable                $3,081,734        $ 748,650        $ (468,000)            $3,362,384
Long-term portion of notes and loans payable              $1,214,000              $ -         $ (31,000)            $1,183,000
                                                 --------------------  ---------------  ----------------  ---------------------
                                                          $4,295,734        $ 748,650        $ (499,000)            $4,545,384
                                                 ====================  ===============  ================  =====================
</TABLE>
Note 9. Notes Payable - Stockholders

During the nine months ended September 30, 2004, the Company converted  $992,357
in long-term debt to the Company's  President into equity.  Such sum is included
in  the  $1,628,911  described  in  Note 7  above  (For a  description  of  this
transaction and the securities  issued to this individual,  please refer to Part
II -- Other Information, Item 2, Change in Securities).

The combined principal balance outstanding as of September 30, 2004 is indicated
below:
<TABLE>
<CAPTION>
                                                     Balance at          Additional     Repayments or          Balance at
                                                  December 31, 2003      Borrowings        Adjustmen       September 30, 2004
                                                  --------------------  ---------------  ----------------  ---------------------
<S>                                                    <C>                 <C>                  <C>                 <C>
Current portion of stockholders'
notes and loans payable                                      $372,659              $ -               $ -               $372,659
Long-term portion of stockholders'
notes and loans payable                                    $2,156,314              $ -        $ (992,357)            $1,217,471
                                                  --------------------  ---------------  ----------------  ---------------------
                                                           $2,528,973              $ -        $ (992,357)            $1,590,130
                                                  ====================  ===============  ================  =====================
</TABLE>


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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 10. Convertible Debt

During the nine months ended September 30, 2004:

o    From January 1, 2004 to March 31, 2004,  the Company  entered into note and
     warrant  agreements  with  various  third  parties for a combined  total of
     $1,577,000,  with interest due on the outstanding  principal  amount at the
     rate of 10% per year, compounded annually.  The notes were due on or before
     the  150th  calendar  day  after  the date of each  note.  In the event the
     principal amount of these notes, together with accrued but unpaid interest,
     was not paid on or  before  the  150th  calendar  day after the date of the
     notes, the Holder is 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 85% of the five day
     average  closing  bid  price of the  Company's  common  stock  for the five
     trading day period  immediately  preceding the 150th calendar day after the
     date of the notes. During the quarter ended September 30, 2004, the Company
     converted  the  convertible  debt of  $1,577,000,  combined with $64,808 of
     accrued  interest,  into 3,283,616  shares of the Company's  Class A common
     stock to be issued.

     Financing costs,  related to the amortization of the beneficial  conversion
     feature for the nine months  ended  September  30, 2004 and included in the
     condensed consolidated statement of operations, amounted to $1,778,473. 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.  In connection  with the  convertible  notes,  the Company  issued
     788,500 warrants at an exercise price of $0.50 per share in connection with
     the issuance of  convertible  debt.  The warrants  are  exercisable  over a
     five-year period.  The fair value of the warrants of $0.90 was estimated at
     an  average  price of $1.12  per share on the date of  issuance,  using the
     Black-Scholes pricing model.  Financing costs related to these warrants for
     the nine months  ended  September  30, 2004 and  included in the  condensed
     consolidated  statement of operations  amounted to $709,445.  Additionally,
     the  Company  paid a  finder's  cash  compensation  of  $144,200  which was
     expensed as selling,  general  and  administrative  expenses in the periods
     paid. Further,  the Company agreed to issue the finder warrants to purchase
     shares of common  stock  equal to 10% of the gross  proceeds  raised by the
     finder  divided by the exercise  price of the warrants.  The warrants shall
     have a term of 5 years and an exercise price of $0.50 per share.  They have
     an estimated  fair value of $51,948 which was expensed as financing cost in
     the prior quarter.

o    On June 30, 2004, the Company  converted  $240,000 in convertible  debt and
     $9,863 in accrued  interest into 499,726  shares of the  Company's  Class A
     Common Stock to be issued. The Company recognized  financing costs, related
     to this transaction, of $27,712 in the second quarter of 2004.

o    From April 1, 2004 to June 30,  2004,  the  Company  entered  into note and
     warrant  agreements  with  various  third  parties for a combined  total of
     $50,000 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  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  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 85% of the
     five day average  closing bid price of the  Company's  common stock for the
     five trading day period immediately  preceding the 150th calendar day after
     the date of the notes.  During the quarter ended  September  30, 2004,  the
     Company converted the convertible debt of $50,000, combined with $$2,058 of
     accrued interest, into 104,115 shares of the Company's Class A common stock
     to be issued.

                                       14


<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note 10. Convertible Debt, continued:

     Financing costs,  related to the amortization of the beneficial  conversion
     feature for the nine months  ended  September  30, 2004 and included in the
     condensed  consolidated  statement  of  operations,  amounted  to  $19,297.
     Additionally,  the Company  issued  25,000  warrants to purchase  shares of
     common stock in connection  with the notes at an exercise price of $.50 per
     share. The warrants are exercisable over a five-year period. The fair value
     of  the  warrants  is   approximately   $13,900  at  an  average  price  of
     approximately   $.56  per  share  on  the  date  of  issuance,   using  the
     Black-Scholes pricing model. Additionally,  the Company agreed to issue the
     finder  warrants  to  purchase  shares of common  stock equal to 10% of the
     gross  proceeds  raised by the finder  divided by the exercise price of the
     warrants.  The warrants  shall have a term of 5 years and an exercise price
     of $0.50 per share.  They have an estimated  fair value of $1,950 which was
     expensed as financing cost in the prior quarter.

o    From July 7, 2004 to September 14, 2004, the Company  entered into note and
     warrant  agreements  with  various  third  parties for a combined  total of
     $191,000 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  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  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 85% of the
     five day average  closing bid price of the  Company's  common stock for the
     five trading day period immediately  preceding the 150th calendar day after
     the date of the notes.

     In  connection  with the  convertible  notes,  the  Company  issued  95,500
     warrants at an  exercise  price of $0.50 per share in  connection  with the
     issuance of convertible debt. The warrants are exercisable over a five-year
     period. The fair value of the warrants of $0.90 was estimated at an average
     price of $1.12 per share on the date of issuance,  using the  Black-Scholes
     pricing  model.  Financing  costs,  related to these  warrants for the nine
     months ended September 30, 2004 and included in the condensed  consolidated
     statement of operations, amounted to $39,155.

     Additionally,  the Company paid a finder's  cash  compensation  of $21,000,
     equal to 11% of the gross amount of the notes and warrant  agreements funds
     received.  This cash  compensation  was  expensed as  selling,  general and
     administrative  expenses in the current period. Further, the Company agreed
     to issue the finder  warrants  to  purchase  one share of common  stock for
     every $3.00 of the gross proceeds raised by the finder.  The warrants shall
     have a term of 5 years and an exercise price of $0.50 per share.  They have
     an estimated  fair value of $28,650 which was expensed as financing cost in
     the current period.

The  following  reflects the balance of  convertible  debt and debt  discount at
September 30, 2004:
<TABLE>
<CAPTION>
                                         Convertible Debt                                       Unamortized Debt Discount
                                         ----------------                                          ----------------
<S>                                            <C>                                                        <C>
Balance at December 31, 2003                    $240,000     Unamortized discount                          $61,580
                                                               at December 31, 2003
 Additional borrowings                        $1,818,000     Additional unamortized debt                $1,818,000
   during the nine months                                        discount during the nine
   ended September 30, 2004                                      months ended September 30, 2004
                                         ----------------                                          ----------------
                                              $2,058,000                                                $1,879,580
  Less amount converted to equity             $1,867,000     Less amount amortized                      $1,879,580
   during the nine months                                     during the nine months
   ended September 30, 2004                                   ended September 30, 2004
                                         ----------------                                          ----------------
   Balance at September 30, 2004                $191,000      Balance at September 30, 2004                    $ -
                                         ================                                          ================
</TABLE>

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 11. Stockholders' Deficiency

Common Stock

The Company has two classes of common stock authorized as of September 30, 2004.

Class A

The Company is in the  process of  amending  its  certificate  of  incorporation
(subject  to  completion  of  its  proxy  statement  and  obtaining  stockholder
approval)  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
convertible  preferred  stock  and  stock to be  issued  in the  future  under a
consulting agreement.

A summary of shares  required to be  available  as of  September  30, 2004 is as
follows:

                                      Number of Shares of Class A
                                         Common Stock Required
                                            to be Available
                                   --------------------------------
Common stock issued                                     10,768,991
Stock option plans                                         302,000
Warrants                                                 9,644,853
Common stock to be issued                               13,383,149
Convertible debt                                       See Note 10
Preferred stock - Series A                               1,175,000
Preferred stock - Series B                              23,245,391
Preferred stock - Series C                               2,792,210
                                   --------------------------------
              Total                                     61,311,594
                                   ================================


The Company made the  following  issuances of shares of its Class A Common Stock
during the nine months ended September 30, 2004:

On January 6, 2004 the Company entered into a twelve-month  consulting agreement
with a company to provide  general  consulting  services  to the  Company.  This
contract was then amended by letter  agreement on January 30, 2004.  Pursuant to
the  agreement,  as amended,  the Company has agreed to issue to the  consultant
3,000,000  restricted  shares of the Company's  common stock in exchange for the
various services provided.  Additionally, the Company has agreed to issue to the
consultant an option to purchase  1,000,000  restricted  shares of the Company's
common stock on a fully  diluted  basis;  500,000 of which will have an exercise
price of $1.00 and  500,000  of which will have an  exercise  price of $2.00 per
share. The shares and the shares  underlying the option shall contain  piggyback
registration  rights and shall not be issued  until  after the  Company  obtains
stockholder approval to increase the number of authorized shares of common stock
of the Company. In the event that stockholder approval to increase the number of
authorized shares of the Company is not successfully completed on or before June
30,  2004,  the  agreement  shall be deemed null and void and the parties  shall
attempt to renegotiate the terms. As of June 30, 2004,  stockholder  approval to
increase the number of authorized shares of the Company was not obtained.  As of
September 30, 2004,  the Company  ceased  negotiations  with the  consultant and
deemed the agreement, pursuant to its terms and conditions, to be null and void.
The Company  further deemed that no  compensation  was due the consultant in the
form  of  cash,  shares  or  options,   and  reversed  all  previously  recorded
transactions associated with this agreement, resulting in a credit of $2,055,000
which was reported as a separate line item, reversal of stock-based compensation
due to expiration and nullification of contract,  on the Company's  Statement of
Operations for the three months and nine months ended September 30, 2004.

On February 19, 2004 the Company and its President  converted  $1,628,911 of the
Company's outstanding debt, relating to various personal loans and advances made
by the  President,  into equity.  In exchange of the  afore-mentioned  debt, the
President  received  65,156  shares of the Company's  Series B Preferred  Stock.
Immediately  following stockholder approval to increase the Company's authorized
common stock, the Series B Preferred shall automatically  convert into 3,257,800
shares of the  Company's  Class A Common  Stock.  The fair  value of the Class A
Common Stock, upon conversion, was $1.06 per share on the date of the agreement.
Accordingly, the value of the 65,156 shares of Preferred B Stock is identical to
the value of  3,257,800  shares of the  Company's  Class A Common  Stock,  which
approximates $3,500,000. The Company recognized financing costs, related to this
transaction, of approximately $1,800,000 in the first quarter of 2004.


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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 11. Stockholders' Deficiency, continued:

Common Stock, continued:

Class A, continued:

On April 12, 2004, the Company entered into an exclusive  promotional  agreement
("EPA") with a boxer whereby the fighter granted the Company the exclusive right
to promote the fighter and arrange  professional boxing contests (bouts) for the
boxer. The Agreement has a term of two years;  however, it can be extended under
certain  circumstances.  In  consideration,  the boxer received a non-refundable
payment of $125,000.  The Company has also agreed to issue 250,000 shares of the
Company's  common  stock to the  boxer.  Further,  the  Company  has  agreed  to
repurchase  the boxer's  shares,  upon certain  conditions,  for an amount up to
$150,000.  The fair value of stock to be issued to the boxer was  $212,500.  The
total cost of $337,500 will be amortized over the two year term of the EPA.

On June 7,  2004,  the  Company  entered  into an EPA with a boxer  whereby  the
fighter  granted  the  Company  the  exclusive  right to promote the fighter and
arrange  professional  boxing bouts for the boxer. The Agreement continues until
June 26, 2007. In consideration,  the fighter received a non-refundable  payment
of $75,000 plus warrants to purchase  500,000 shares of Common Stock at exercise
prices of $.40 per share. The warrants are exercisable over a five-year  period.
The fair value of the  warrants was  estimated at an average  price of $0.41 per
share on the date of issuance,  using the Black-Scholes  pricing model, totaling
$205,000.  The total cost of $280,000 will be amortized over the three year term
of the EPA.

On June 1, 2004 the Company entered into a six-month  consulting  agreement with
an individual to provide general consulting services to the Company. Pursuant to
the agreement  and in exchange for the various  services  provided,  the Company
agreed to issue to the  individual  10,000  restricted  shares of the  Company's
common stock every month, beginning with the effective date of the agreement and
continuing  until the expiration or  termination  of the agreement.  Such shares
contain  piggyback  registration  rights and will not be issued  until after the
Company obtains stockholder approval to increase the number of authorized shares
of the  Company's  common  stock.  In the event  that  stockholder  approval  to
increase  the number of  authorized  shares of the  Company is not  successfully
completed on or before  November 1, 2004, the agreement shall be deemed null and
void and the Company shall have no obligation to the individual hereunder. As of
November 15, 2004, the agreement was extended for an additional six-month period
under the same terms and  conditions,  except for the  removal of the  provision
that renders the agreement null and void if stockholder approval to increase the
number of authorized  shares of the Company is not successfully  completed.  The
Company  recognized  $20,100  in  compensatory  element  of  stock  and  warrant
issuances  for selling,  general and  administrative  expenses,  related to this
transaction, for the nine months ended September 30, 2004.

On June 30, 2004, the Company and other parties entered into a limited liability
agreement to form and become members of a Delaware  limited  liability  company,
PLEDGE THIS  HOLDINGS,  LLC ("Pledge,  LLC").  Pledge,  LLC was formed to obtain
necessary  financing,  produce and distribute a  feature-length  motion picture,
including  theatrical  and  non-theatrical  distribution,   over-air  and  cable
television broadcast, and DVD/video distribution.  In order to induce a group of
investors ("Secured Party") to invest in and make accommodations to Pledge, LLC,
and in partial  consideration of its 22.5% membership  interest in Pledge,  LLC,
the Company entered a Guarantee and Pledge  Agreement  wherein it guaranteed the
repayment of the $1,000,000  investment of the Secured Party to Pledge,  LLC. As
further  consideration,  the  Company  entered  into a Class A Common  Stock and
Installment  Agreement on June 30, 2004 wherein it agreed to reserve for further
issuance to the Secured Party 1,000,000  shares of its Class A Common Stock, par
value $.01 share per share, immediately upon obtaining stockholder approval. The
fair  value of this stock as of June 30,  2004 was  $510,000,  which  amount was
recognized  as financing  cost during the three months ended June 30, 2004.  The
Company  also agreed to pay to the Secured  Party an amount  equal to 12% of the
Secured  Party's  total  investment  in  Pledge,  LLC per  annum,  payable  on a
quarterly basis.

Class B

The Company has 5,000,000  shares of its Class B common  stock,  par value $ .01
per share,  authorized of which none were issued and outstanding as of September
30, 2004.

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 11. Stockholders' Deficiency, continued:

Preferred Stock

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

Series A Convertible Preferred Stock

There are 500,000  authorized shares of a Series A Convertible  Preferred Stock.
Each share of Series A Preferred Stock is convertible  into ten shares of common
stock  and  pays a  cumulative  dividend  of 8%  per  annum  on the  liquidation
preference of $3.00 per share. At the date of the reverse merger with Zenascent,
Inc. ("Zenascent"),  there were 135,000 shares of Series A Convertible Preferred
Stock  outstanding   along  with  1,350,000  common  stock  purchase   warrants,
exercisable  at a price  of  $0.30  per  share  that  were  originally  sold for
$405,000.

Dividends  on the Series A  Convertible  Preferred  Stock 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 $25,549
during  the nine  months  ended  September  30,  2004  related  to the  Series A
Convertible Preferred Stock. The Company has a dividend arrearage of $108,165 at
September 30, 2004.

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. Each Share of Series B convertible  preferred stock, as amended
(see below),  is convertible into 50 shares of the Company's common stock (or an
aggregate of  19,987,600  shares of common  stock) 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 $4,058,911.

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"),  all of which is 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  399,752 shares of a Series D
Preferred Stock (the "Series D Stock") (see below).

In October 2002, the Company amended the Certificate of Designation, Preferences
and Rights of the Series B Convertible  Preferred Stock to change 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.

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 11. Stockholders' Deficiency, continued:

Preferred Stock, continued:

Series B Convertible Preferred Stock, continued:

On February 19, 2004 the Company and its President  converted  $1,628,911 of the
Company's outstanding debt, relating to various personal loans and advances made
by the  President,  into equity.  In exchange of the  afore-mentioned  debt, the
President  received  65,156  shares of the Company's  Series B Preferred  Stock.
Immediately  following stockholder approval to increase the Company's authorized
common stock, the Series B Preferred shall automatically  convert into 3,257,800
shares of the  Company's  Class A Common  Stock.  The fair  value of the Class A
Common Stock, upon conversion, was $1.06 per share on the date of the agreement.
Accordingly, the value of the 65,156 shares of Preferred B Stock is identical to
the value of  3,257,800  shares of the  Company's  Class A Common  Stock,  which
approximates $3,500,000. The Company recognized financing costs, related to this
transaction, of $1,824,357 for the nine months ended September 30, 2004.

Series C Convertible 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  executed by the holders of the Series C Convertible  Preferred Stock
on May 20, 2003.

Series D Preferred Stock

In connection with the amendment of the Series B Stock discussed above, the SAIA
provided  for the  issuance  to the Series B preferred  stockholders  of 399,752
shares of Series D Preferred  Stock,  par value  $0.01 per share (the  "Series D
Stock"),  which have no right to receive  dividends and are 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.


Treasury Stock

On April 16, 2004, the Company issued 15,500 shares of its Class A Common Stock,
held in treasury,  to a third party in exchange for legal  services  provided by
this  third  party to the  Company.  The fair  value of stock to be  issued  was
determined  to be  $11,315,  and  recognized  as  compensatory  element of stock
issuance expense during the second quarter ended June 30, 2004.


Warrants

Warrant  activity and weighted average exercise prices for the nine months ended
September 30, 2004 was as follows:
<TABLE>
<CAPTION>
                                                                                                    Weighted Average
                                                                               Number of Warrants    Exercise Price
                                                                                 ---------------    -----------------
<S>                   <C> <C>                                                         <C>                     <C>
Outstanding, December 31, 2003                                                        8,033,986               $0.30
Issued in connection with convertible debt                                            1,110,867               $0.50
Issued in connection with an exclusive promotional agreement                            500,000               $0.40
                                                                                 ---------------    -----------------
Outstanding, September 30, 2004                                                       9,644,853               $0.66
                                                                                 ===============    =================
</TABLE>

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 12. Commitments and Contingencies

Lease Obligations

On April 4, 2003,  the Company  entered into a lease  agreement  for its current
office  facilities in New York. The lease,  which  commenced on February 1, 2003
and continues until January 31, 2008, was modified on April 10, 2004.

The minimum  annual lease payments  required under the modified lease  agreement
are:

  Year Ending December 31,              Annual Rent
                                      -----------------
                2004                           $73,721
                2005                            74,941
                2006                            76,858
                2007                            78,913
                2008                             6,591
                                      -----------------
                                              $311,024
                                      =================


David Tua Agreements

Pursuant to (i) a Sale and Purchase Agreement (the "Sale Agreement") dated as of
December 24, 2002 among Sports Tech, Ltd. ("Sports Tech"),  CKP and, for limited
purposes,  the Company,  and (ii) 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 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 amount
realized  from sales of the shares by Sports Tech,  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
nine months ended  September  30, 2004 and  September  30, 2003  included in the
condensed consolidated statement of operations amounted to $174,726 and $189,500
respectively.  In accordance with SFAS No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, an impairment  analysis was performed in December
2003 of the Company's  prepaid  signing bonus.  The fair value of this asset was
determined by calculating its undiscounted, estimated future operating cash flow
and comparing it to the carrying amount of the asset.  This testing  resulted in
the determination that the carrying amount of the Company's prepaid and deferred
signing bonuses at September 30, 2004 exceeded the potential  amount that can be
recovered  from  future,  undiscounted  cash  flows.  Accordingly,  the  Company
recorded an  impairment  charge of $194,584 on its prepaid  signing bonus in the
third  quarter of 2004 and $320,329 on its deferred  signing  bonus for the same
period, thereby resulting in the full elimination of all carrying value.

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.

                                       20
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 12. Commitments and Contingencies, continued:

David Tua Agreements, continued:

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.  As the average price of the  Company's  Class A Common Stock 30 days
prior to Rahman Bout was below $1.00 per share,  the Company became obligated to
issue an additional 200,000 shares. In April 2003, the Company recorded the fair
value of the additional  200,000 shares of common stock to be issued at $132,000
based upon the price of the stock on the date that the Company became  obligated
to issue the shares.

Simultaneously with the closing of the Sale Agreement and the Consent,  CKP 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  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 each of the Tua
Participant  shall not have recouped their original  investment of $100,000 (the
"Tua Amount") or (b) such Tua  Participant has not recouped the Tua Amount on or
prior to 24 months from February 23, 2003, such Tua  Participant  shall have the
right to sell its 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.

Consulting Agreements

On January 6, 2004 the Company entered into a twelve-month  consulting agreement
with a company to provide  general  consulting  services  to the  Company.  This
contract was then amended by letter  agreement on January 30, 2004.  Pursuant to
the  agreement  as amended,  the  Company has agreed to issue to the  consultant
3,000,000  restricted  shares of the Company's  common stock in exchange for the
various  services  provided.  Such shares shall contain  piggyback  registration
rights  and shall not be issued  until  after the  Company  obtains  stockholder
approval to increase the number of  authorized  shares of the  Company's  common
stock.  Additionally the Company has agreed to issue to the consultant an option
to purchase 1,000,000 restricted shares of the Company's common stock on a fully
diluted basis; 500,000 of which will have an exercise price of $1.00 and 500,000
of which will have an exercise price of $2.00 per share.  The shares  underlying
the option shall contain piggyback  registration  rights and shall not be issued
until after the Company obtains  stockholder  approval to increase the number of
authorized shares of common stock of the Company.  In the event that stockholder
approval  to  increase  the number of  authorized  shares of the  Company is not
successfully completed on or before June 30, 2004, the agreement shall be deemed
null and void and the parties shall attempt to  renegotiate  the terms.  On June
30, 2004,  stockholder  approval to increase the number of authorized  shares of
the Company was not successfully  completed,  and the Company has recognized the
remaining  deferred  costs of  $1,027,000  as a  non-cash  expense in the second
quarter.  As of September 30, 2004,  the Company  ceased  negotiations  with the
consultant and deemed the agreement, pursuant to its terms and conditions, to be
null and void.  The  Company  further  deemed that no  compensation  was due the
consultant in the form of cash,  shares or options,  and reversed all previously
recorded transactions  associated with this agreement,  resulting in a credit of
$2,055,000  which was reported as a separate line item,  reversal of stock-based
compensation due to expiration and  nullification of contract,  on the Company's
Statement of Operations for the three months and nine months ended September 30,
2004.

                                       21
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 12. Commitments and Contingencies, continued

On June 1, 2004 the Company entered into a six-month  consulting  agreement with
an individual to provide general consulting services to the Company. Pursuant to
the agreement and in exchange for the various services provided, the Company has
agreed to issue to the  individual  10,000  restricted  shares of the  Company's
common stock every month, beginning with the effective date of the agreement and
continuing  until the expiration or  termination  of the agreement.  Such shares
shall contain piggyback  registration rights and shall not be issued until after
the Company  obtains  stockholder  approval to increase the number of authorized
shares of the Company's common stock. In the event that stockholder  approval to
increase  the number of  authorized  shares of the  Company is not  successfully
completed on or before  November 1, 2004, the agreement shall be deemed null and
void and the Company shall have no obligation to the individual hereunder. As of
November 15, 2004, the agreement was extended for an additional six-month period
under the same terms and  conditions,  except for the  removal of the  provision
that renders the agreement null and void if stockholder approval to increase the
number of authorized shares of the Company is not successfully completed.

Pledge This Holdings, LLC

On June 30, 2004, the Company and other parties entered into a limited liability
agreement to form and become members of a Delaware  limited  liability  company,
Pledge This  Holdings,  LLC ("Pledge,  LLC").  Pledge,  LLC was formed to obtain
necessary  financing,  produce and distribute a  feature-length  motion picture,
including  theatrical  and  non-theatrical  distribution,   over-air  and  cable
television broadcast, and DVD/video distribution.  In order to induce a group of
investors  ("Secured Party") to invest in and make accommodations to Pledge, LLC
and in partial  consideration of its 22.5% membership  interest in Pledge,  LLC,
the Company entered a Guarantee and Pledge  Agreement  wherein it guaranteed the
repayment to the Secured Party of any portion of the Secured Party's  $1,000,000
investment  which has not been repaid by Pledge LLC on or before June 30,  2005.
As of June 30, 2004, the Company  accounted for this investment under the equity
method.

As  further  consideration,  the  Company  entered  a Class A Common  Stock  and
Installment  Agreement on June 30, 2004 wherein it agreed to reserve for further
issuance to the Secured Party 1,000,000  shares of its Class A Common Stock, par
value $.01 share per share, immediately upon obtaining stockholder approval. The
fair  value of this stock as of June 30,  2004 was  $510,000,  which  amount was
recognized  as financing  cost during the three months ended June 30, 2004.  The
Company also agreed to pay to the Secured Party an amount equal to 12% per annum
of the Secured Party's total investment of $1,000,000 in Pledge, LLC, payable on
a quarterly  basis. As of September 30, 2004, the Company has accrued $30,000 in
unpaid interest which was recorded as a period cost in the current quarter.

The Company is further  obligated  under its limited  liability  agreement  with
Pledge LLC to arrange or make a capital  contribution of $500,000 to Pledge, LLC
within 20 days upon receipt of written notice from the managers,  Messrs.  James
DiLorenzo and Juan Carlos Zapata,  should they determine that sufficient capital
is not otherwise or available for Pledge, LLC to meet its cash flow requirements
for production costs.

Mr.  DiLorenzo  is  a  stockholder,  officer  and  director  of  Cedric  Kushner
Promotions,  Inc. and has a 4% membership  interest in Pledge,  LLC. Further, an
affiliate of Livingston Investments,  LLC, a related party to the Company, has a
6% membership interest in Pledge, LLC.

The possibility  exists that the Company's position as it pertains to Pledge LLC
may be  ultimately  diluted  as  subsequent  financing  is  brought in to assure
completion of the project.  As of the date hereof,  the Company was advised that
Pledge LLC has raised  approximately  an additional  $4,500,000,  resulting in a
dilution of the Company's membership interest to approximately 15%. Accordingly,
since our membership interest has been reduced to approximately 15%, the Company
will account for this investment under the cost method.

Pauly Shore is Dead

On September 13, 2004, a subsidiary of the Company,  Ckrush Entertainment,  Inc.
(Ckrush) and another party entered into an agreement  regarding the distribution
of the motion pictured entitled "Pauly Shore is Dead" ("Picture") whereby Ckrush
guaranteed  to spend a minimum  of  $250,000  and a maximum of  $260,000  on the
Picture in exchange for certain rights,  including a 25% theatrical distribution
fee.  Ckrush will retain  100% of  ancillary  income  streams  from  theatrical,
television and international sales until it recoups its investment, after which,
the domestic  theatrical  proceeds will be split evenly  between  Ckrush and the
other party, with Ckrush retaining a minimum of 15% of these ancillary sales.

Other

CKP and CKSN were dissolved by State of New York,  Division of  Corporations  by
proclamation on June 25, 2003.  Until such time as they are reinstated,  CKP and
CKSN's business is being performed through CKP and/or its other subsidiaries.

                                       22
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 13. Litigation

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) to provide investor and public relations  services.  The agreement
engaged the consultants to provide one or more investor  relations plans as well
as  assistance  in the  coordination  and  execution  of the agreed upon plan or
plans. A plan would include  several  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  for the  services,  the Company was to issue the
Consultants  2,631,580  shares of Class A Common Stock of the Company.  The fair
value of the  shares  to be  issued  of  $3,236,843  was  recorded  as  deferred
consulting fees and common stock to be issued based upon the value of the common
stock on the date on which that agreement was entered into.  Deferred consulting
fees were to have been  amortized  over the  three-year  life of the  agreement.
Amortization  expense  related to this  agreement from inception to December 31,
2003 amounted to $1,186,802,  and has been included in  compensatory  element of
stock  issuances  for  selling,  general  and  administrative  expenses  in  the
accompanying  condensed consolidated  statements of operations.  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.

As of December 31, 2002, the Company's management believed that it was premature
to fully assess the  likelihood of success in defending the claims  asserted.  A
preliminary  determination  then  showed a  substantial  factual  basis  for the
Company's  termination  of the  agreement.  However,  the  Company was unable to
predict the outcome of the dispute and,  accordingly,  no further adjustment was
made as of December 31, 2002 to the condensed  consolidated financial statements
relating to this agreement.

On June 11, 2004, the Company  completed  execution of a final settlement of our
dispute  with the  Consultants  pursuant  to which  we have  agreed  to issue to
Consultants  2,500,000  shares of the Company's  common stock.  The terms of the
settlement agreement provide that the Company shall distribute our pending proxy
statement to our  stockholders for a vote within 60 days after the completion of
the review of such document by the Securities and Exchange Commission,  and that
such  shares  shall only be paid to the  Consultants  after the  approval by our
stockholders of an increase in the number of authorized shares of the Company to
100  million  shares.  In the event that the shares  are not  transferred  on or
before September 1, 2004, then the settlement agreement shall be voidable by the
Consultants on 30 days written  notice,  whereupon the parties shall  thereafter
continue the  presently  pending  arbitration.  As a result of this  settlement,
since services were no longer being performed, the Company recognized a non-cash
expense  of  $1,375,699  as  litigation  settlement  expense  for the year ended
December  31,  2003.  However,  if the  Company  is unable  to issue the  shares
pursuant to the  settlement  agreement  then there could be a material,  adverse
effect on our revenues, profits, results of operations,  financial condition and
future  prospects  of the  Company.  As of the filing date of this  report,  the
Company  has not  obtained  stockholders'  approval  to  increase  its number of
authorized  shares;  nor has it  received  notice  from the  Consultants.  As of
November 15, 2004,  the parties have agreed in principle to extend the agreement
to December 1, 2004.

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

Zomba Recording Corporation
In July 2002, CKP and Mr. Kushner agreed to a stipulation  for judgment  against
the Company's  President by Zomba  Recording  Corporation  ("Zomba")  related to
amounts owed Zomba under an Amended and Restated Promissory Note dated August 2,
2001 in the  amount  of  $762,876.  Further,  in  August,  2002,  the  Company's
President executed a Mortgage Security Agreement granting a security interest in
an apartment property owned by the Company's President to Zomba. As of September
30, 2004, the unpaid balance owed to Zomba by CKP was approximately $267,000 and
is reported as current notes payable.

                                       23
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 13. Litigation, continued:

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

On January 13,  2004,  a judgment  in the amount of $95,145 was entered  into in
favor of the bank against the Company and its President in  connection  with the
default  of the note  outstanding.  On May 5,  2004,  the  Company  and the bank
reached  a  forbearance   agreement  whereby  the  Company  would  pay  out  the
outstanding  principal amount,  plus interest,  in 60 monthly payments of $1,752
each, in exchange for forbearance on any additional  efforts to collect upon the
unsatisfied  portion of the judgment  balance with interest at 4% per annum. The
balance on this  obligation at September 30, 2004 amounted to $84,746,  which is
categorized  as  accrued  litigation  and  judgments  payable  in the  Company's
condensed consolidated financial statements.

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

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

In a press release  dated March 26, 2004,  the Company,  its  officers,  and its
directors publicly announced they intend to vigorously defend themselves against
the  claims  made by the  SEC.  If,  however,  the SEC  were to  prevail  in its
litigation,  the Company's  business,  operations and financial condition may be
materially and adversely affected.

National Sports Partners
On May 29,  2003,  National  Sports  Partners,  a New York  general  partnership
("NSP") and owner of Fox Sports Net Broadcast  Service ("FOX"),  commenced legal
action in the Supreme Court of the State of  California,  County of Los Angeles,
against the Company.  NSP alleged that Company  breached an agreement to pay for
advertising time pursuant to an agreement,  failed to pay for certain production
fees and costs for  producing  and airing boxing events on Fox, and is suing the
Company for approximately $239,200,  plus interest,  costs and attorney fees. As
of  September  30,  2004,  the Company had accrued  approximately  $239,000 as a
potential liability to NSP.

On or about  August  31,  2004,  the  Company  reached a letter  agreement  with
National Sports Partners ("See Note 13"),  wherein  National Sports Partners has
agreed to forbear any further  action  against the Company in exchange  for full
payment  over  time  as  stipulated  in the  agreement  of the  judgment  amount
outstanding equal to $239,486, plus any deferred interest.

                                       24
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 13. Litigation, continued:

Buster Mathis, Jr.
In December  2001,  Buster  Mathis,  Jr.  ("Mathis"),  a boxer,  filed an action
against the Company, CKP, CKB and the Company's President,  individually, 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 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 2002 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 continues 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 had the option to satisfy  $275,000 of the
settlement amount by issuing  unrestricted  shares of the Company's common stock
to 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 guarantee
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 East
Hampton  residence owned by the Company's  President.  On September 15, 2003 the
Company  defaulted on Mathis SA because the required  shares were not issued and
delivered  to Mathis as required by the April 18, 2003 Mathis SA. As a result of
the breach,  Mathis was given the ability to enforce the judgment amount against
the Company and its President.

                                       25
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 13. Litigation, continued:

On February 18, 2004 the Company paid Mathis an additional  fee of $75,000 in an
effort to forego any further action that Mathis was going to take either against
the Company or Kushner  individually.  On March 24, 2004, the Company and Mathis
entered into an amicable  settlement  arrangement  whereby  Mathis has agreed to
release  the  Company,   Cedric  Kushner   Promotions,   Ltd.,   Cedric  Kushner
Productions,  Ltd., and Cedric Kushner  Boxing,  Inc. from all  liabilities  and
obligations  including  but not limited to those  obligations  arising  from the
Mathis  SA,  entered  into  effective  as of April 18,  2003,  and the  judgment
obtained by Mathis in regards to a civil action against the Company's  President
and certain  subsidiaries of the Company in the United States District Court for
the Southern District of New York styled Buster Mathis, Jr. v. Cedric Kushner et
al. In exchange  for such  release the Company has hired  Mathis in a consulting
capacity for a term of three  years.  Mathis will assist the Company as a talent
scout in its  endeavors  to search for young  amateur  boxers with  professional
potential. In addition,  Mathis has agreed to attend occasional meetings, events
or functions on behalf of the Company,  and to advise,  and discuss new concepts
and  projects in  development  by the  Company.  As  compensation  for  services
rendered, the Company has agreed to pay Mathis $363,000 in full by July 15, 2004
resulting  in the  Company  recognizing  an  additional  amount of  $105,756  in
settlement  expense in 2003.  Additionally,  the  Company  agreed that if Mathis
shall not have received the full compensation of $363,000 by July 15, 2004, then
the Company  shall pay Mathis  additional  compensation  of $3,500 per month for
each month that the sum of $363,000  (exclusive of the additional  compensation)
has not been paid. At the sole option of the Company,  in lieu of payments,  the
Company may tender Mathis freely  tradable shares of common stock of the Company
registered  pursuant  to a Form S-8 that the Company  intends to file,  although
there is no assurance  that this will occur.  At its sole and exclusive  option,
the Company may elect to accelerate  the payment  schedule.  As of September 30,
2004, the Company has an outstanding  balance of $231,500 due Mathis,  inclusive
of fees for  additional  compensation  of $3,500 per month  commencing  July 15,
2004. The Company is currently in default of the consulting agreement.

                                       26
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 13. Litigation, continued:

Shane Mosley
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.  On July 16, 2003, a restraining  order was placed in favor
of the boxer against the Company that prohibited the sale, transfer, assignment,
or interference  of the Company's  property at a certain  financial  institution
until the  judgment is  satisfied or vacated.  As of  September  30,  2004,  the
Company  had  recorded  as  current  notes  payable  $510,359  as the  remaining
liability to the boxer.

On May 6, 2004 the Company and the boxer agreed to settlement of the outstanding
dispute.  Pursuant to the agreement, the Company agreed to pay the boxer $50,000
in  exchange  for  forbearance  on any  additional  efforts to collect  upon the
unsatisfied  portion of the judgment until August 1, 2004. The Company agrees to
use its best  efforts  to cause  its  stockholders  to  increase  the  number of
authorized  common stock  outstanding on or before August 1, 2004. The boxer and
the Company  shall then enter into a  settlement  agreement  whereas the Company
shall issue to the boxer  common stock of the Company  equal to the  outstanding
amount of  $510,704  divided  by the  lesser of a 10%  discount  of the  average
closing  bid  price  for the 60 day  trading  period  prior  to the date of such
issuance, or a 10% discount of the price on the day of such issuance.

The  parties  then  agree to a fairness  hearing  whereby  the final  settlement
agreement will be brought before a court to determine  whether the settlement is
fair and reasonable and, finally,  issuing an exemption from registration of the
settlement  shares.  If the  Company  is unable to issue the stock to the boxer,
exempt from registration, then Mosley may seek to enforce the unsatisfied amount
of the judgment  against the Company and resume the  prosecution  of this action
against  the  Company.  However,  if the  Company  is unable to issue the shares
pursuant to the  settlement  agreement  then there could be a material,  adverse
effect on our revenues, profits, results of operations,  financial condition and
future  prospects  of the  Company.  As of  the  filing  date  of  this  report,
stockholder  approval to increase the number of authorized shares of the Company
has not been  successfully  completed,  and the  Company  is in  default  of the
agreement.

Others

On or about August 3, 2004 the Company was served a Petition to Recover  Damages
for Breach of Contract,  Temporary Restraining Order Preliminary Injunction, and
Permanent Injunction by a third party. This petition calls for damages regarding
loss of profits among other things,  as well as reimbursement for other expenses
in  connection  with a legal  dispute  between  a  fighter  currently  under  an
Exclusive  Promotional  Agreement with the Company and his former  manager.  The
Company believes its involvement in this suite is without merit.

In the normal  course of  business,  the Company is involved in legal  disputes,
concerning contractual rights and breaches of contract related to its boxers and
the promotion of boxing events,  claims by certain service providers,  and other
issues.  At June 30, 2004, the Company had accrued an aggregate of approximately
$1,124,293,  inclusive  of the  amounts  previously  discussed,  in  addition to
$777,233  classified  as  notes  payable  and  $231,500  classified  as  accrued
expenses.

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

Note 14.  Major Customer

Revenues from one customer  accounted for  approximately 42% and 44% of revenues
for the nine months ended September 30, 2004 and 2003, respectively.

Note  15.   Reversal  of   Stock-Based   Compensation   due  to  Expiration  and
Nullification of Contract

As  discussed  in  Note  12,   Commitments  &  Contingencies   under  Consulting
Agreements,  the Company, as of September 30, 2004, ceased negotiations with the
consultant and deemed the agreement, pursuant to its terms and conditions, to be
null and void.  The  Company  further  deemed that no  compensation  was due the
consultant in the form of cash,  shares or options,  and reversed all previously
recorded transactions  associated with this agreement,  resulting in a credit of
$2,055,000  which was reported as a separate line item,  reversal of stock-based
compensation due to expiration and  nullification of contract,  on the Company's
Statement of Operations for the three months and nine months ended September 30,
2004. If these  transactions  were not reversed this quarter,  the Company would
have  reported  a loss  from  operations  of  $1,309,718,  instead  of a gain of
$745,282,  and a net loss of $1,754,209,  instead of net income of $300,791, for
the three months ended September 30, 2004.

                                       27
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 16.  Subsequent Events

From July 1, 2004 to November 15, 2004, the Company repaid  approximately $3,650
to  various  third  parties  pursuant  to  several   promissory  notes  or  loan
agreements.

From July 1, 2004 to  November  15,  2004,  the Company  borrowed  approximately
$323,000 from various third parties  pursuant to several  promissory  notes. The
notes are short-term and mature on various dates,  with interest accruing at 10%
per annum.

During October, 2004, the Company formed a new wholly-owned  subsidiary,  Ckrush
Direct, Inc. ("Ckrush Direct"). Ckrush Direct, which was organized as a Delaware
corporation,  will focus primarily on direct  response,  pay-per-view,  video on
demand,  and retail  distribution of DVD's,  home videos,  and various  consumer
goods.

During  October  2004,  the Company  began to offer up to $5,000,000 in Series E
Convertible  Preferred Stock for sale to accredited investors at a price of $360
per Share (the  "Offering") on a "best efforts"  basis.  In connection with this
offering,  the  Company's  Board of Directors  authorized  the issuance of up to
14,000 shares of a Series E Convertible  Redeemable  Preferred stock. Each share
of Series E Convertible  Redeemable  Preferred  Stock is convertible  into 1,000
validly issued,  fully paid and  non-assessable  shares of the Company's  common
stock,  par value $.01 per share,  subject to adjustment upon specified  events,
including stock splits, stock dividends,  mergers,  consolidations,  exchange of
shares,  recapitalizations  or  reorganizations,  only if and when the  proposed
increase in the Company's  authorized  shares of common stock from 20,000,000 to
100,000,000  has been voted on and approved by the  shareholders of the Company.
The Series E Convertible Redeemable Preferred Stock has a liquidation preference
value of $5,040,000. As of November 15, 2004, the Company received subscriptions
of approximately $600,000 for its Series E Convertible Preferred Stock.

                                       28
<PAGE>
Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATION

INTRODUCTION AND CERTAIN CAUTIONARY STATMENTS

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

OVERVIEW

The Company,  through its  subsidiaries,  is an integrated  boxing  promoter and
sports entertainment company. The Company's subsidiaries are summarized below:

Cedric Kushner Boxing, Inc.
CKB was  incorporated  under the laws of the State of Delaware on March 5, 1999.
CKB is 100% owned by the Company.  CKB  functions  as a holding  company for the
following subsidiaries:

Cedric Kushner Promotions, Ltd.
Cedric Kushner Promotions, Ltd. ("CKP"),  incorporated as a New York corporation
on March 23, 1993,  manages the  promotion  of  professional  boxing  events and
professional boxers. It is a party to all contracts with boxers whom we promote.
CKP provides  event  management  that  includes,  among other  things,  securing
venues/sites and  coordinating  promotions.  It also manages boxing  operations,
including talent acquisition and development, matchmaking, and coordination with
sport governing bodies. CKP typically acquires the rights to boxing athletes and
packages  those  rights  to  television  networks,  venues,  sponsors  and other
promoters. It has promotional rights to approximately 25 boxing athletes. CKP is
100%  owned by CKB.  CKP was  dissolved  by the  State of New York  Division  of
Corporations  by  proclamation  on June  25,  2003.  Until  such  time as CKP is
reinstated,  CKP's  business  is being  performed  through  CKP and/or its other
subsidiaries.

Cedric Kushner Sports Network, Ltd.
Cedric  Kushner  Sports  Network,  Ltd.  ("CKSN"),  incorporated  as a New  York
corporation  on June 4,  1993,  is one of the  suppliers  of  boxing  talent  to
television networks,  including Home Box Office, Inc. ("HBO"), Showtime Networks
Inc.  ("Showtime"),  ESPN and  Eurosport.  CKSN is 100%  owned by CKB.  CKSN was
dissolved by the State of New York Division of  Corporations  by proclamation on
June 25,  2003.  Until  such  time as CKSN is  reinstated,  CKSN's  business  is
performed through CKP and/or its other subsidiaries.

Big Content, Inc.
Big Content,  Inc. ("Big  Content"),  incorporated as a Delaware  corporation on
March 22,  2000,  manages the  creation,  distribution  (both  domestically  and
internationally),  and maintenance of all of our media  holdings,  including our
media  library of  videotaped  boxing  events and  current  original  television
programming. Big Content is 100% owned by CKB. Additional media holdings managed
by Big Content include the following series:  Heavyweight  Heroes series and the
"World Championship" Series.

ThunderBox, Inc.
ThunderBox,  Inc. was  incorporated as a Delaware  corporation on March 7, 2001.
ThunderBox is 80% owned by Big Content.  This  corporation  owns and manages the
ThunderBox  series,  a program  that  debuted  in  October  2000,  however,  was
discontinued by December 31, 2003.

Ckrush Entertainment, Inc.
Ckrush Entertainment, Inc. ("Ckrush"), incorporated as a Delaware corporation on
July 8, 2004, would focus on the film and television industries.



                                       29
<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 condensed  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
condensed  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
condensed   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,  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
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 undiscounted 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 and  trademarks.  In accordance  with  generally  accepted
accounting  principles,  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.  Intangible assets
acquired in the initial  capitalization of the Company have been capitalized and
are being  amortized  over their  expected  useful  lives as a  non-cash  charge
against future operations.


                                       30
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATION, continued:

CRITICAL ACCOUNTING POLICIES, continued:

Intangible Assets, continued:

ThunderBox  trademarks  and related  contractual  relationships,  along with 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 4 to the Financial  Statements).  They are being amortized
over their estimated useful lives of 5 to 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.

Income Taxes

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


COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND SEPTEMBER 30, 2003

Total revenues  decreased by $116,053,  or 5%, to $2,179,152 for the nine months
ended September 30, 2004 from $2,295,205 for the same period in the prior year.

Revenues from boxing operations increased by $409,983, or 29%, to $1,819,075 for
the nine months ended  September 30, 2004 from $1,409,092 for the same period in
the prior year.  The  primary  factors  contributing  to the  increase  were the
following:

     o    The Company's  successful  organization of a title fight in March that
          earned approximately $1.25 million dollars in revenues; and

     o    The  successful  repackaging  and marketing of quality  boxing matches
          with  top  heavyweight   contenders  in  a  new  fight  series  titled
          "Heavyweight  Heroes;  The  Search  for the  Next  Great  Heavyweight"
          ("Heavyweight Heroes").

Revenues  from media sales  decreased by  $526,036,  or 59%, to $360,077 for the
nine months ended  September  30, 2004 from  $886,113 for the same period in the
prior year.  This  declining  trend resulted in the Company taking an impairment
loss of $430,000 on its media assets in the second quarter of 2004.

Revenue from a single customer  accounted for  approximately 42% of revenues for
the nine months ended  September 30, 2004,  compared to 44% from another  single
customer for the same period in 2003. The loss of this single  customer may have
a material impact on the Company's operations or prospects.

Cost of  revenues,  consisting  of  $2,042,370  in  boxing  promotion  costs and
$386,283 in media costs,  increased by 569,542,  or 31%, to  $2,428,653  for the
nine months ended  September 30, 2004,  compared to $1,859,111  incurred for the
nine  months  ended  September  30,  2003.  The  increase in cost of revenues is
attributable  primarily  to the greater  cost  incurred  in staging  some of the
events  during the first  quarter of 2004 and the launch of the new  Heavyweight
Heroes series during the same period.

Gross profit  decreased by $685,595 from a gross profit of $436,094 for the nine
months ended  September 30, 2003 to a gross loss of $249,501 for the nine months
ended  September 30, 2004.  For the nine months ended  September  30, 2004,  the
Company's gross margin decreased to a loss of 11%, compared to a gain of 19% for
the same  period in the prior  year.  The  primary  reasons  are as  follows:  o
Start-up production costs for the new Heavyweight Heroes series; and o Losses in
certain boxing events due to lower revenue realization.





                                       31
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION, continued:

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

The following represents a comparison of revenues,  cost of revenues,  and gross
(loss)  profit by segment  for the nine  months  ended  September  30,  2004 and
September 30, 2003:
<TABLE>
<CAPTION>
                                                              NINE MONTHS ENDED SEPTEMBER 30,
                                                   2004        % of total        2003          % of total
REVENUES
<S>                                               <C>               <C>          <C>                   <C>
   Boxing promotions                              $1,819,075        83.5%        $1,409,092            61.4%
   Media                                             360,077        16.5%           886,113            38.6%
                                              --------------- ------------  ---------------- ----------------
        TOTAL REVENUES                             2,179,152       100.0%         2,295,205           100.0%
                                              --------------- ------------  ---------------- ----------------
COST OF REVENUES
   Cost of revenues - boxing promotions            2,042,370        93.7%         1,408,466            61.4%
   Cost of revenues - media                          386,283        17.7%           450,645            19.6%
                                              --------------- ------------  ---------------- ----------------
      TORAL COST OF REVENUES                       2,428,653       111.4%         1,859,111            81.0%
                                              --------------- ------------  ---------------- ----------------
GROSS INCOME
   Boxing promotions                                (223,295)      -10.2%               626             0.0%
   Media                                             (26,206)       -1.2%           435,468            19.0%
                                              --------------- ------------  ---------------- ----------------
        GROSS PROFIT (LOSS)                        ($249,501)      -11.4%          $436,094            19.0%
                                              =============== ============  ================ ================

</TABLE>
Selling,  general and  administrative  expenses increased by 34%, or $435,177 to
$1,729,261 for the nine months ended  September 30, 2004, from $1,294,084 in the
prior year.

The Company recorded a non-cash expense,  classified as "compensatory element of
stock and warrant issuances for selling, general and administrative expenses" of
$212,915  and  $1,503,451  relating  to  the  use of  stocks  and  warrants  for
obligations due under various consulting and employment  agreements for the nine
months ended September 30, 2004 and 2003, respectively. As discussed in Note 12,
Commitments & Contingencies  under  Consulting  Agreements,  the Company,  as of
September  30, 2004,  ceased  negotiations  with the  consultant  and deemed the
agreement,  pursuant  to its terms  and  conditions,  to be null and  void.  The
Company further deemed that no  compensation  was due the consultant in the form
of cash, shares or options,  and reversed all previously  recorded  transactions
associated  with this agreement,  resulting in a credit of $2,055,000  which was
reported as a separate line item,  reversal of stock-based  compensation  due to
expiration  and  nullification  of  contract,  on  the  Company's  Statement  of
Operations  for the three months and nine months ended  September  30, 2004.  If
these  transactions  were not  reversed  this  quarter,  the Company  would have
reported a loss from operations of $1,309,718, instead of a gain of $745,282 and
a net loss of  $1,754,209,  instead  of net  income of  $300,791,  for the three
months ended September 30, 2004.

Depreciation  and amortization  expense for property and equipment  decreased by
$30,030 to $7,056 for the nine months ended September 30, 2004, from $37,086 for
the same period in the prior year.  Amortization of signing bonuses increased by
$22,738 to $507,091 for the nine months ended  September  30, 2004,  compared to
$484,353  for the same  period in the prior  year.  Amortization  of  intangible
assets decreased by $217,091 to $205,000 for the nine months ended September 30,
2004, compared to $422,091 during the same period last year.

The Company  recorded  $5,218,885 in financing costs paid in stocks and warrants
for the nine months ended  September 30, 2004,  compared to  $1,143,589  for the
same cost in the prior year. The increase results  primarily from the conversion
of convertible  debt,  conversion of indebtedness  that was due to the Company's
president  into equity  (Please refer to Part II -- Other  Information,  Item 2,
Change In Securities),  and consulting  agreement entered into this year (Please
refer to Note 12 - Commitments and Contingencies, Consulting Agreements in Notes
to Consolidated Financial Statements).

Interest expense,  inclusive of related parties and other amounts,  decreased by
$222,080  from  $899,383 in the first nine months  ended  September  30, 2003 to
$677,303  for the nine  months  ended  September  30,  2004.  This  decrease  is
primaraly attributable to the conversion of the related party debt into equity.



                                       32
<PAGE>
Item 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION, continued:

LIQUIDITY AND CAPITAL RESOURCES

At September  30,  2004,  the  Company's  cash  position  reflected a balance of
$95,744 compared to the $21,205 balance at December 31, 2003. Additionally,  the
Company had $4,980 held in escrow at September  30, 2004,  subject to release in
accordance  with the terms of an escrow  agreement  dated February 17, 2004 (See
Note 2 of the Notes to Condensed Consolidated Financial Statements)

Net cash used in  operating  activities  was  $1,709,995  during the nine months
ended September 30, 2004,  compared to net cash used in operating  activities of
$785,159 the same period last year and  primarily  resulting  from:  (i) our net
losses of $9,702,355  and  $5,347,904 in the first nine months of 2004 and 2003,
respectively,  adjusted  for  depreciation  and  amortization  of  $719,147  and
$1,607,004,  financing  costs  paid in stocks and  warrants  of  $5,218,885  and
$658,561,  stock-based  compensation  expense of $212,915 and  $1,503,451 in the
first  nine  months  of 2004 and 2003,  respectively;  and (ii) an  increase  in
operating  liabilities of $950,402 and $866,268 in the first nine months of 2004
and 2003, respectively.

Net cash used in investing  activities was $357,482 during the nine months ended
September  30,  2004,  compared  to net cash  used in  investing  activities  of
$941,438  resulting  primarily  from $375,000 used for prepaid  signing  bonuses
paid,  compared  to  $640,000  for the same  period  last  year;  $20,482 in the
purchase  of fixed  assets  during the current  year;  $21,438 in the payment of
security  deposit in the prior year;  and $280,000 in the purchase of intangible
assets  during the prior  year,  $37,000 in payment of other  assets  during the
current year,  offset by $75,001 in proceeds  provided from the partial sales of
boxers' exclusive promotional agreements.

Net cash provided by financing  activities was $2,142,015 during the nine months
ended  September 30, 2004,  compared to $1,733,332 for the same period last year
resulting  primarily  from $859,609 of notes and loans payable and $1,818,000 of
convertible debt, offset primarily by repayment of $468,000 of notes payable.

The condensed  consolidated  financial  statements have been prepared on a going
concern basis,  which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Company incurred net losses of
$9,702,355  and $5,347,904  during the nine months ended  September 30, 2004 and
2003, respectively. In addition, the Company had a working capital deficiency of
$10,911,333 at September 30, 2004. Furthermore,  the Company had a stockholders'
deficiency of $12,134,713 at September 30, 2004. These factors continue to raise
substantial doubts about the Company's ability to continue as a going concern.

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

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

The Company is in default of several  notes and loans  payable in the  aggregate
amount of approximately  $2,793,650.  The Company hopes to remedy these defaults
through additional borrowings,  conversion of existing debt to equity, ownership
contributions,  and/or  renegotiation  of existing terms and conditions of notes
and loans payable in default.  If the Company is unable to cure these  defaults,
it may  significantly  impede the Company's  ability to raise  additional  funds
and/or to conduct normal business operations.

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


                                       33
<PAGE>
Item 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION, continued:

LIQUIDITY AND CAPITAL RESOURCES, continued:

During the nine months  ended  September  30,  2004,  the Company  continued  to
explore  sources of  additional  financing  to  satisfy  its  current  operating
requirements. In addition, the Company continues to focus in improving liquidity
in several ways, including: o Reduction of operating costs; o Increasing revenue
by  refocusing  on  existing  properties  and  expanding  its  revenue  base;  o
Continuing to pursue the promotion of premium  level boxing  events;  o Pursuing
production  partnerships and joint ventures;  o Pursuing  additional  sources of
debt and equity financing to satisfy its current operating  requirements;  and o
Continuing  to  negotiate  with  existing  debt-holders  and related  parties to
convert debt into equity.


EFFECT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In January 2003, as revised in December 2003, the Financial Standards Accounting
Board ("FASB") issued Interpretation No. 46, "Consolidation of Variable Interest
Entities - an Interpretation  of Accounting  Research Bulletin No. 51" ("FIN No.
46"). This  interpretation  provides  guidance  related to identifying  variable
interest  entities  (previously  known generally as special purpose  entities or
SPEs) and  determining  whether such entities  should be  consolidated.  Certain
disclosures  are required when FIN No. 46 becomes  effective if it is reasonably
possible  that a  company  will  consolidate  or  disclose  information  about a
variable   interest   entity  when  it  initially   applies  FIN  No.  46.  This
interpretation must be applied immediately to variable interest entities created
or obtained after January 31, 2003. For those variable interest entities created
or obtained on or before January 31, 2003, the Company must apply the provisions
of FIN No. 46 for the first interim or annual period  beginning  after March 15,
2004.  The  Company  does  not  expect  the  adoption  of FIN  No.  46 to have a
significant impact on its condensed  consolidated  financial position or results
of operations.

On May 15, 2003, the FASB issued SFAS No. 150,  Accounting for Certain Financial
Instruments  with   Characteristics  of  both  Liabilities  and  Equity,   which
establishes standards for how financial instruments that have characteristics of
both  liabilities  and equity  instruments  should be  classified on the balance
sheet.  The  requirements  of SFAS No. 150  generally  outline  those  financial
instruments  that give the  issuer a choice of  settling  an  obligation  with a
variable  number of  securities  or  settling an  obligation  with a transfer of
assets or any mandatory  redeemable security should be classified as a liability
on the  balance  sheet.  At  September  30,  2004,  the Company did not have any
instruments that were within the scope of SFAS No. 150.


RISK FACTORS

In  evaluating  our business,  prospective  investors  and  stockholders  should
carefully consider the risks referenced in the Company's 2003 Form 10-KSB, filed
with the United States  Securities and Exchange  Commission on June 25, 2004, in
Item 6 "MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION" on pages 19 to 26 and which is  incorporated  herein by reference,
in addition  to the other  information  in this Form 10-KSB or in the  documents
referred to in this Form 10-KSB.  Any of the risks could have a material adverse
impact on our business,  operating results, financial condition, could result in
a complete  loss of your  investment,  and should be carefully  considered  when
evaluating the Company and its stock.

                                       34
<PAGE>
ITEM 3. CONTROLS AND PROCEDURES

Evaluation of  disclosure  controls and  procedures
An evaluation was performed under the supervision and with the  participation of
our  management,  including the chief executive  officer,  or CEO, and the chief
financial  officer,  or CFO, of the effectiveness of the design and operation of
our disclosure procedures. Based on management's evaluation as of the end of the
period  covered by this report,  our principal  executive  officer and principal
financial officer have concluded that our disclosure controls and procedures (as
defined in Rules  13a-14(c) and 15d-14(c)  under the Securities  Exchange Act of
1934, as amended (the  "Exchange  Act")) were  sufficiently  effective to ensure
that the information  required to be disclosed by us in the reports that we file
under the  Exchange  Act is  gathered,  analyzed  and  disclosed  with  adequate
timeliness, accuracy and completeness.

Changes  in  internal  controls
There have been no  significant  changes in our  internal  controls  or in other
factors that could significantly affect these controls subsequent to the date of
the evaluation referred to above, nor were there any significant deficiencies or
material weaknesses in our internal controls. Accordingly, no corrective actions
were required or undertaken.


                                       35
<PAGE>
                          PART II -- OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

Please  refer to Note  13-Litigation  of the Notes to Financial  Statements  for
information regarding legal proceedings.

Item 2. CHANGES IN SECURITIES

On January 6, 2004 the Company entered into a twelve-month  consulting agreement
with a company to provide  general  consulting  services  to the  Company.  This
contract was then amended by letter  agreement on January 30, 2004.  Pursuant to
the  agreement  as amended,,  the Company has agreed to issue to the  consultant
3,000,000  restricted  shares of the Company's  common stock in exchange for the
various  services  provided.  Such shares shall contain  piggyback  registration
rights  and shall not be issued  until  after the  Company  obtains  stockholder
approval to increase the number of  authorized  shares of the  Company's  common
stock.  Additionally the Company has agreed to issue to the consultant an option
to purchase 1,000,000 restricted shares of the Company's common stock on a fully
diluted  basis;  500,000  of which  will have an  exercise  price of $1.00  plus
500,000 of which  will have an  exercise  price of $2.00 per  share.  The shares
underlying the option shall contain piggyback  registration rights and shall not
be issued until after the Company obtains  stockholder  approval to increase the
number of  authorized  shares of common stock of the Company.  In the event that
stockholder  approval to increase the number of authorized shares of the Company
is not successfully completed on or before June 30, 2004, the agreement shall be
deemed null and void and the parties shall attempt to renegotiate  the terms. As
of the filing date of this report,  stockholder  approval to increase the number
of authorized shares of the Company has not been successfully completed, and the
Company and consultant are currently  negotiating an amendment of the agreement.
On June 30,  2004,  stockholder  approval to increase  the number of  authorized
shares of the  Company  was not  successfully  completed,  and the  Company  has
recognized the remaining  deferred costs of $1,027,000 as a non-cash  expense in
the second  quarter.  As of September 30, 2004, the Company ceased  negotiations
with the  consultant  and  deemed  the  agreement,  pursuant  to its  terms  and
conditions, to be null and void. The Company further deemed that no compensation
was due the consultant in the form of cash, shares or options,  and reversed all
previously recorded transactions associated with this agreement,  resulting in a
credit of  $2,055,000  which was reported as a separate  line item,  reversal of
stock-based compensation due to expiration and nullification of contract, on the
Company's  Statement  of  Operations  for the three months and nine months ended
September 30, 2004.

On June 1, 2004 the Company entered into a six-month  consulting  agreement with
an individual to provide general consulting services to the Company. Pursuant to
the agreement and in exchange for the various services provided, the Company has
agreed to issue to the  individual  10,000  restricted  shares of the  Company's
common stock every month, beginning with the effective date of the agreement and
continuing  until the expiration or  termination  of the agreement.  Such shares
shall contain piggyback  registration rights and shall not be issued until after
the Company  obtains  stockholder  approval to increase the number of authorized
shares of the Company's common stock. In the event that stockholder  approval to
increase  the number of  authorized  shares of the  Company is not  successfully
completed on or before  November 1, 2004, the agreement shall be deemed null and
void and the Company shall have no obligation to the individual hereunder. As of
November 15, 2004, the agreement was extended for an additional six-month period
under the same terms and  conditions,  except for the  removal of the  provision
that renders the agreement null and void if stockholder approval to increase the
number of authorized  shares of the Company is not successfully  completed.  The
Company  recognized  $20,100  in  compensatory  element  of  stock  and  warrant
issuances  for selling,  general and  administrative  expenses,  related to this
transaction, for the nine months ended September 30, 2004.

From  January  1, 2004 to March 31,  2004,  the  Company  entered  into note and
warrant   agreements  with  various  third  parties  for  a  combined  total  of
$1,577,000, with interest due on the outstanding principal amount at the rate of
10% per year,  compounded  annually.  The notes  were due on or before the 150th
calendar day after the date of each note. In the event the  principal  amount of
these  notes,  together  with  accrued but unpaid  interest,  was not paid on or
before  the  150th  calendar  day  after the date of the  notes,  the  Holder is
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 85% of the five day average closing bid price of the Company's common
stock for the five trading day period  immediately  preceding the 150th calendar
day after the date of the notes.  During the quarter  ended  September 30, 2004,
the Company converted the convertible debt of $1,577,000,  combined with $64,808
of accrued interest, into 3,283,616 shares of the Company's Class A common stock
to be issued.

On June 30, 2004, the Company converted  $240,000 in convertible debt and $9,863
in accrued interest into 499,726 shares of the Company's Class A Common Stock to
be issued. The Company recognized  financing costs, related to this transaction,
of $27,712 in the second quarter of 2004.



                                       36
<PAGE>
Item 2. CHANGES IN SECURITIES, continued:

From April 1, 2004 to June 30, 2004,  the Company  entered into note and warrant
agreements  with  various  third  parties for a combined  total of $50,000  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 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 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 85% of the five day average  closing bid price of the Company's  common stock
for the five trading day period  immediately  preceding  the 150th  calendar day
after the date of the notes.  During the quarter ended  September 30, 2004,  the
Company  converted  the  convertible  debt of $50,000,  combined with $$2,058 of
accrued  interest,  into 104,115 shares of the Company's Class A common stock to
be issued.

From July 7, 2004 to  September  14,  2004,  the Company  entered  into note and
warrant  agreements  with various third parties for a combined total of $191,000
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  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 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 85% of the five day average closing bid price of the Company's common
stock for the five trading day period  immediately  preceding the 150th calendar
day after the date of the notes. In connection with the convertible  notes,  the
Company  issued  95,500  warrants  at an  exercise  price of $0.50  per share in
connection  with the issuance of convertible  debt. The warrants are exercisable
over a five-year  period.  The fair value of the warrants of $0.90 was estimated
at an  average  price of $1.12  per  share on the date of  issuance,  using  the
Black-Scholes pricing model.  Financing costs, related to these warrants for the
nine months ended September 30, 2004 and included in the condensed  consolidated
statement of operations,  amounted to $39,155.  Additionally, the Company paid a
finder's cash  compensation of $21,000,  equal to 11% of the gross amount of the
notes and warrant agreements funds received. This cash compensation was expensed
as selling,  general and administrative expenses in the current period. Further,
the Company agreed to issue the finder  warrants to purchase one share of common
stock for every $3.00 of the gross proceeds  raised by the finder.  The warrants
shall have a term of 5 years and an exercise price of $0.50 per share. They have
an estimated  fair value of $28,650 which was expensed as financing  cost in the
current period.

Item 3. DEFAULTS UPON SENIOR SECURITIES

As of December 31, 2003 and  continuing as of the date hereof the Company was in
default  of  several  notes  and  loans  payable  in  the  aggregate  amount  of
approximately  $2,370,000.  For a description of these  defaults  existing as of
December 31, 2003, all of which continue to be in default as of the date hereof,
see  Notes 10 and 18 to our  audited  financial  statements  for the year  ended
December 31, 2003 which are  incorporated  by reference to our annual  report on
Form 10-KSB filed with the Securities and Exchange Commission on June 25, 2004.

The Company is also in default of several  notes and loans  payable that matured
this year prior to November 15, 2004, in the aggregate  amount of  approximately
$423,650 in principal, plus accrued interest.


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

During the first nine months of 2004,  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.

                                       37
<PAGE>
Item 6. EXHIBITS AND REPORTS ON FORM 8-K

Exhibit
Number    Description

2.1*      Agreement and Plan of Merger, dated as of August 2, 2001, by and among
          the Company,  Zenascent  Newco,  Inc.,  Cedric Kushner  Boxing,  Inc.,
          Cedric Kushner and James DiLorenzo.(2)
2.2*      Amended  and  Restated  Agreement  and  Plan of  Merger,  dated  as of
          September 17, 2001, by and among the Company,  Zenascent Newco,  Inc.,
          Cedric Kushner Boxing,  Inc., Cedric Kushner Promotions,  Ltd., Cedric
          Kushner and James DiLorenzo.(2)
2.3*      Amended  and  Restated  Agreement  and  Plan of  Merger,  dated  as of
          February 21, 2002, by and among the Company,  Zenascent  Newco,  Inc.,
          Cedric Kushner Boxing,  Inc., Cedric Kushner Promotions,  Ltd., Cedric
          Kushner and James DiLorenzo. (2)
3.1*      Articles of Incorporation of the Registrant (1)
3.2*      Certificate of Amendment of Certificate  of  Designation,  Preferences
          and Rights of Series B Convertible Stock of Cedric Kushner Promotions,
          Inc., dated February 19, 2004. (4)
3.3*      By-laws of Registrant (1)
3.4       Certificate  of  Designation,  Preferences  and  Rights  of  Series  E
          Convertible Preferred Stock of Cedric Kushner Promotions,  Inc., dated
          October 25, 2004.
4.1*      Specimen common stock Certificate (1)
10.1*     1996 Incentive and Non-qualified Stock Option Plan (1)
10.2*     Form of Incentive  Stock Option  Agreement  under 1996  Incentive  and
          Non-qualified Stock Option Plan (1)
10.3*     Form of Non-qualified  Stock Option Agreement under 1996 Incentive and
          Non-qualified Stock Option Plan (1)
10.4*     1998 Incentive and Non-qualified Stock Option Plan (1)
10.5*     Form of Incentive  Stock Option  Agreement  under 1998  Incentive  and
          Non-qualified Stock Option Plan (1)
10.6*     Form of Non-qualified  Stock Option Agreement under 1998 Incentive and
          Non-qualified Stock Option Plan (1)
10.7*     Form of  Non-qualified  Stock Option  Agreement for Outside  Directors
          under 1998 Incentive and Non-qualified Stock Option Plan (1)
10.8*     Consulting  Agreement,  effective August 1, 2001,  between the Company
          and Investor Relations Services, Inc. (2)
10.9*     Payment  Agreement,  effective August 1, 2001, between the Company and
          Summit Trading Limited. (2)
10.10*    Form of Note and Warrant Purchase Agreement, executed between December
          2001 and April 2002,  between the Company and various  purchasers in a
          private placement. (2)
10.11*    Form of  Promissory  Note,  executed  between  December 2001 and April
          2002,  between  the  Company  and  various  purchasers  in  a  private
          placement. (2)
10.12*    Form of Warrant to Purchase Common Stock,  executed  between  December
          2001 and April 2002,  between the Company and various  purchasers in a
          private  placement.  (2) 10.13*  Termination  Agreement  regarding the
          Consulting  Agreement and Payment  Agreement,  dated January 30, 2002,
          between the Company,  Investor  Relations  Services,  Inc., and Summit
          Trading Limited. (2)
10.14*    Form of Note and Warrant  Purchase  Agreement,  executed between March
          2002 and April 2002,  between the Company and various  purchasers in a
          private placement. (2)
10.15*    Form of Convertible  Promissory Note,  executed between March 2002 and
          April 2002,  between the Company and various  purchasers  in a private
          placement. (2)
10.16*    Form of Warrant to Purchase Common Stock,  executed between March 2002
          and April  2002,  between the  Company  and  various  purchasers  in a
          private placement. (2)
10.17*    Form of Convertible Promissory Note, executed between January 2003 and
          March 2003,  between the Company and various  purchasers  in a private

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<PAGE>
          placement. (3)
10.18*    Form of Warrant to Purchase  Common Stock,  executed  between  January
          2003 and March 2003,  between the Company and various  purchasers in a
          private placement. (3)
10.19*    Form of Note and Warrant Purchase Agreement,  executed between January
          2003 and March 2003,  between the Company and various  purchasers in a
          private placement. (3)
10.20*    Form of  Warrant to  Purchase  Common  Stock,  executed  May,  28 2003
          between the Company and a purchaser in a private placement (3)
10.21*    Form of Note and Warrant  Purchase  Agreement,  executed  May, 28 2003
          between the Company and a purchaser in a private placement. (3) 10.22*
          Form of Convertible Promissory Note, executed May, 28 2003 between the
          Company and a purchaser in a private placement. (3)
10.23*    Form of  Promissory  Note,  executed  January  30,  2003,  between the
          Company and a lender. (3)
10.24*    Form of Promissory Note,  executed March 24, 2003, between the Company
          and a lender. (3)
10.25*    Form of Promissory Note,  executed March 27, 2003, between the Company
          and a lender. (3)
10.26*    Form of Warrant to Purchase  Common  Stock,  executed  August 12, 2003
          between the Company and a purchaser in a private placement (3)
10.27*    Form of Convertible  Promissory Note, executed August 12, 2003 between
          the Company and a purchaser in a private placement (3)
10.28*    Form of Note and Warrant Purchase Agreement,  executed August 12, 2003
          between the Company and a purchaser in a private placement. (3)
10.29*    Form of Warrant to Purchase Common Stock between the Company and Yeend
          & Castaneda, dated September 5, 2003 (3)
10.30*    Consulting  Agreement,  effective January 6, 2004, between the Company
          and SOS Resource Services, Inc. (3)
10.31*    Amendment  to the  Consulting  Agreement  between  the Company and SOS
          Resource  Services,  Inc.,  dated January 30, 2004. (3) 10.32* Form of
          Note and Warrant Purchase  Agreement,  executed December 2003, between
          the Company and various purchasers in a private placement. (3)
10.33*    Form of Warrant to Purchase  Common  Stock,  executed  December  2003,
          between the Company and various purchasers in a private placement. (3)
10.34*    Form of Convertible  Promissory Note,  executed December 2003, between
          the Company and various purchasers in a private placement. (3)
10.35*    Supplement  to the  Note  and  Warrant  Purchase  Agreement,  executed
          December 2003, between the Company and various purchasers in a private
          placement. (3)
10.36*    Consulting  Agreement,  effective January 1, 2004, between the Company
          and Bulldog Management, LLC. (3)
10.37*    Form of Warrant to Purchase  Common Stock,  executed  between  January
          2004 and April 2004,  between the Company and various  purchasers in a
          private placement. (3)
10.38*    Form of Note and Warrant Purchase Agreement,  executed between January
          2004 and April 2004,  between the Company and various  purchasers in a
          private placement. (3)
10.39*    Form of Convertible Promissory Note, executed between January 2004 and
          April 2004,  between the Company and various  purchasers  in a private
          placement. (3)
10.40*    Supplement,  dated March 19,  2004,  to the Note and Warrant  Purchase
          Agreement,  executed between January 2004 and April 2004,  between the
          Company and various purchasers in a private placement. (3)
10.41*    Supplement,  dated March 29,  2004,  to the Note and Warrant  Purchase
          Agreement,  executed between January 2004 and April 2004,  between the
          Company and various purchasers in a private placement. (3)
10.42*    Exchange  Agreement,  dated February 19, 2004, between the Company and
          Cedric Kushner. (3)



                                       39
<PAGE>
10.43*    Amended Exchange Agreement, dated May 7, 2004, between the Company and
          Cedric Kushner. (3)
10.44*    Consulting  Agreement,  effective March 24, 2004,  between the Company
          and Buster Mathis, Jr. (3)
10.45*    Promissory  Note,  dated  September  1, 2003,  between the Company and
          Dewayne Layfield. (3)
10.46*    Consulting Agreement,  effective June 1, 2004, between the Company and
          Roy Roberts (4)
10.47*    Form of Note and Warrant  Purchase  Agreement,  executed  between July
          2004 and August 2004,  between the Company and various purchasers in a
          private placement. (4)
10.48*    Form of Convertible  Promissory  Note,  executed between July 2004 and
          August 2004,  between the Company and various  purchasers in a private
          placement. (4)
10.49*    Form of Warrant to Purchase Common Stock,  executed  between July 2004
          and August  2004,  between the Company  and  various  purchasers  in a
          private placement. (4)
31.1      Certification by Chief Executive  Officer  pursuant to  Sarbanes-Oxley
          Section 302.
31.2      Certification by Chief Financial  Officer  pursuant to  Sarbanes-Oxley
          Section 302.
32.1      Certification by Chief Executive Officer pursuant to 18 U.S.C. Section
          1350
32.2      Certification by Chief Financial Officer pursuant to 18 U.S.C. Section
          1350



          * Previously filed.

          (1) Incorporated by reference to our Current Report on Form SB-2 filed
          with the Securities and Exchange Commission on Form July 7, 1998.
          (2)  Incorporated by reference to our Current Report on Form 8-K filed
          with the Securities and Exchange Commission on Form May 15, 2002.
          (3)  Incorporated  by reference  to our Current  Report on Form 10-KSB
          filed with the  Securities  and Exchange  Commission  on Form June 25,
          2004.
          (4)  Incorporated  by reference  to our Current  Report on Form 10-QSB
          filed with the Securities  and Exchange  Commission on Form August 13,
          2004.


(b)   Current Reports on Form 8-K

          There were no reports filed on Form 8-K for the period covered by this
          Report.

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<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: November 18, 2004          /s/ Cedric Kushner
                                 ------------------
                                     Cedric Kushner
                                     Chairman of the Board and
                                     President and Chief Executive Officer
                                    (Principal Executive Officer)



Date: November 18, 2004          /s/ James DiLorenzo
                                 -------------------
                                     James DiLorenzo
                                     Executive Vice President and Treasurer
                                    (Principal Financial and Accounting Officer)






                                       41

<PAGE>

                                 End of Filing