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

                                  FORM 10-QSB-A

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

                  For the quarterly period ended June 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 or organization)                      Identification No.)

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

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



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

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS
         State the number of shares outstanding of each of the issuer's
          classes of common equity, as of the latest practicable date:

            As of October 22, 2004, there were 10,664,207 outstanding
               shares of common stock, par value $0.01 per share.



<PAGE>

INTRODUCTORY NOTE

RESTATEMENT OF PRIOR FINANCIAL STATEMENTS

This  Amendment  No. 1 on Form  10-QSB/A  is being filed to  primarily  remove a
contingent  liability that was originally  recorded on the Company's  books as a
liability and resulted in an  overstatement of its assets and liabilities on the
Balance Sheet.

On October 22, 2004 the Company  determined  that it should  restate its interim
financial  statements  for the  quarter  ended June 30,  2004.  The  Company has
originally reported an investment in Pledge This Holdings (See Note 12, page 20)
in the amount of $1,000,000  with a corresponding  liability of $1,000,000.  The
Company subsequently  determined that the liability as originally reported was a
contingent  liability.  Accordingly,  the Company has  reversed  the  $1,000,000
investment and liability.

This  revision has no effect on the results of  operations  for the three months
and six months ended June 30, 2004.


AMENDED ITEMS

We hereby amend the following  items,  financial  statements,  exhibits or other
portions of our Form 10-QSB for the quarter  ended June 30,  2004,  as set forth
herein. Each item of the financial  statements and disclosures that was affected
by the  restatement  has been  amended  and  restated.  Accordingly,  this  Form
10-QSB/A  should be read in conjunction  with our filings made subsequent to the
filing of the original  Form 10-QSB.  Consequently,  all other  information  not
affected by the  restatement is unchanged and reflects the  disclosures  made at
the time of the original filing of the Form 10-QSB on September 13, 2004.

The amended items are as follows:

Item 1.     Financial Statements

            Condensed Consolidated Balance Sheet at June 30, 2004
            (Unaudited)

            Condensed Consolidated Statements of Cash Flows for
            the six months ended June 30, 2004 and 2003 (Unaudited)

            Notes to Condensed Consolidated Financial Statements

                                       2
<PAGE>

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                                      INDEX
                                       TO
                                  FORM 10-QSB/A
<TABLE>
<CAPTION>

                                                                                    Page

<S>                                                                                  <C>
PART I      FINANCIAL INFORMATION

Item 1.     Financial Statements

            Condensed Consolidated Balance Sheet at June 30, 2004                      4
            (Unaudited)

            Condensed Consolidated Statements of Operations for the three              6
            months and six months ended June 30, 2004 and 2003 (Unaudited)

            Condensed Consolidated Statements of Cash Flows for                        7
            the six months ended June 30, 2004 and 2003 (Unaudited)

            Notes to Condensed Consolidated Financial Statements                       9

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

Item 3.     Controls and Procedures                                                   33

PART II     OTHER INFORMATION

Item 1.     Legal Proceedings                                                         34

Item 2.     Changes in Securities                                                     34

Item 3.     Defaults Upon Senior Securities                                           37

Item 4.     Submission of Matters to a Vote of Security Holders                       38

Item 5.     Other Information                                                         38

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

            SIGNATURES                                                                42

            CERTIFICATIONS                                                            43

</TABLE>

                                       3
<PAGE>
                         PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                         AS OF JUNE 30, 2004 (Unaudited)

                                     ASSETS
<TABLE>
<CAPTION>

 CURRENT ASSETS:
<S>                                                                                                 <C>
    Cash                                                                                            $4,320
    Escrow Funds                                                                                     4,980
    Accounts receivable, net of allowance for doubtful accounts of $44,120                         125,274
    Other current assets                                                                             7,429
                                                                                    -----------------------
         TOTAL CURRENT ASSETS                                                                      142,003
                                                                                    -----------------------

 PROPERTY AND EQUIPMENT, NET                                                                        25,733

 OTHER ASSETS:
    Prepaid signing bonuses, net                                                                   585,452
    Deferred finance cost, net                                                                           -
    Security deposit                                                                                28,584

    Other assets                                                                                    76,000
    Intangible assets, net                                                                         864,643
                                                                                    -----------------------
         TOTAL ASSETS                                                                           $1,722,414
                                                                                    =======================

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

                                       4
<PAGE>

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

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


 CURRENT LIABILITIES:
<S>                                                                                             <C>
    Accounts payable                                                                            $2,619,243
    Accrued litigation and judgments payable                                                     1,171,315
    Due to stockholders/officers                                                                   349,777
    Current portion of notes payable - stockholders                                                372,659
    Convertible debt, net of discounts                                                           1,462,350
    Current portion of notes and loans payable                                                   3,214,734
    Accrued expenses and other current liabilities                                               2,364,616

    Deferred revenue                                                                               405,000
                                                                                    -----------------------
         TOTAL CURRENT LIABILITIES                                                              11,959,693
                                                                                    -----------------------
 LONG-TERM LIABILITIES:
     Notes payable - stockholders, less current portion                                          1,199,105
     Notes and loans payable, less current portion                                               1,201,000
                                                                                    -----------------------
         TOTAL  LONG-TERM LIABILITIES                                                            2,400,105
                                                                                    -----------------------
         TOTAL  LIABILITIES                                                                     14,359,798
                                                                                    -----------------------

 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, 12,965,418 shares                                     10,230,535
    Additional paid-in capital                                                                  16,171,397
    Accumulated deficit                                                                        (38,035,750)
    Deferred consulting fees                                                                      (628,666)
    Deferred finance costs                                                                               -
    Deferred signing bonuses                                                                      (407,692)
    Treasury stock, at cost - 104,784 shares of Class A common stock                               (85,000)
                                                                                    -----------------------
         TOTAL STOCKHOLDERS' DEFICIENCY                                                        (12,637,384)
                                                                                    -----------------------
         TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                         $1,722,414
                                                                                    =======================
</TABLE>

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

                                       5
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                            FOR THE THREE MONTHS                       FOR THE SIX MONTHS
                                                               ENDED JUNE 30,                            ENDED JUNE 30,
                                                          2004                 2003                  2004                 2003
                                                     ----------------      ----------------     ----------------    ----------------
REVENUES
<S>                                                         <C>                   <C>                <C>                 <C>
   Boxing promotions                                        $365,361              $181,610           $1,692,735          $1,217,987
   Media                                                     123,059               390,041              352,429             656,230
                                                     ----------------      ----------------     ----------------    ----------------
        TOTAL REVENUES                                       488,420               571,651            2,045,163           1,874,217
                                                     ----------------      ----------------     ----------------    ----------------
OPERATING COSTS AND EXPENSES
   Cost of revenues - boxing promotions                      382,445               274,143            1,744,890           1,275,126
   Cost of revenues - media                                  328,183               189,700              595,864             430,463
   Selling, general and administrative                       451,007               409,129            1,225,654             911,362
   Amortization of signing bonuses                           172,854               164,083              315,942             284,421
   Amortization of intangible assets                          68,333               141,729              136,666             279,291
   Impairment of intangible assets                           430,000                     -              430,000                   -
   Depreciation and amortization of property
     and equipment                                             2,305                12,362                4,751              24,724
   Compensatory element of stock and warrant               1,696,915               505,237            2,192,415           1,010,474
     issuances for selling, general and
     administrative expenses
                                                     ----------------      ----------------     ----------------    ----------------
        TOTAL OPERATING COSTS AND EXPENSES                 3,532,042             1,696,383            6,646,182           4,215,861
                                                     ----------------      ----------------     ----------------    ----------------
        LOSS FROM OPERATIONS                              (3,043,622)           (1,124,732)          (4,601,018)         (2,341,644)
                                                     ----------------      ----------------     ----------------    ----------------
OTHER INCOME (EXPENSES)
   Gain on sale of boxing promotional agreement                5,000                     -               30,000                   -
   Loss on disposition of assets                              (9,493)                    -               (9,493)                  -
   Other income                                                    -                    40                    -                  40

   Interest expense - related parties                        (57,141)              (70,544)            (120,112)           (143,375)
   Interest expense - other                                 (153,366)             (153,411)            (313,319)           (429,108)
   Financing costs paid in stocks and warrants            (1,567,620)             (530,750)          (4,989,202)           (842,130)
                                                     ----------------      ----------------     ----------------    ----------------
        TOTAL OTHER INCOME (EXPENSES)                     (1,782,619)             (754,665)          (5,402,126)         (1,414,573)
                                                     ----------------      ----------------     ----------------    ----------------
NET LOSS                                                 ($4,826,241)          ($1,879,397)        ($10,003,145)        ($3,756,217)
                                                     ================      ================     ================    ================
Net loss applicable to common stock:
   Net loss                                              ($4,826,241)          ($1,879,397)        ($10,003,145)        ($3,756,217)
   Preferred stock dividends - Series A                       (8,505)               (8,179)             (16,939)            (16,112)
                                                     ----------------      ----------------     ----------------    ----------------
   Net loss applicable to common stock                   ($4,834,746)          ($1,887,576)        ($10,020,084)        ($3,772,329)
                                                     ================      ================     ================    ================
NET LOSS PER COMMON SHARE (basic and diluted)                 ($0.45)               ($0.18)              ($0.94)             ($0.35)
                                                     ================      ================     ================    ================
PRO-FORMA NET LOSS                                            ($0.08)               ($0.05)              ($0.17)             ($0.10)
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          10,301,240
                                                     ================      ================     ================    ================
   Pro-forma basic and diluted                            59,968,308            39,075,131           58,422,192          47,823,920
                                                     ================      ================     ================    ================
</TABLE>

                                       6
<PAGE>

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


<TABLE>
<CAPTION>
                                                                                                  FOR THE SIX MONTHS
                                                                                                     ENDED JUNE 30,
                                                                                             2004                    2003
                                                                                    ------------------------ ----------------------
<S>                                                                                            <C>                     <C>
  CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                                                    ($10,003,145)           ($3,756,217)
  Adjustments to reconcile net loss
   to net cash (used in) operating activities:
  Depreciation and amortization                                                                     457,359                588,436
  Amortization of debt discount                                                                   1,523,930                      -
  Provision for losses on accounts receivable                                                        33,120                      -
  Compensatory element of stock and warrant issuances                                             2,192,415              1,010,474
    for selling, general and administrative expenses
  Financing costs paid in stocks and warrants                                                     2,955,272                842,130
  Financing costs incurred in obtaining membership interest in Pledge This, LLC                     510,000
  Impairment of intangible assets                                                                   430,000
  Convertible debt interest converted into common stock                                                   -                110,310
  (Increase) decrease in operating assets:
    Escrow funds                                                                                     (4,980)                     -
    Accounts receivable                                                                            (125,273)               (98,500)
    Miscellaneous receivables and other assets                                                       45,071                   7500
    Other assets                                                                                          -                (29,003)
  Increase (decrease) in operating liabilities:
    Accounts payable                                                                                118,528                (79,433)
    Accrued litigation and judgments payable                                                          6,703                210,854
    Accrued expenses and other current liabilities                                                  460,681                210,150
    Deferred revenues                                                                                     -                400,000
    Customer advances                                                                                 5,000                 90,500
                                                                                    ------------------------ ----------------------
                                   NET CASH USED IN OPERATING ACTIVITIES                         (1,395,318)              (492,798)
                                                                                    ------------------------ ----------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Expenditures for prepaid signing bonuses                                                         (375,000)              (640,000)
  Purchase of fixed assets                                                                          (20,482)                     -
  Purchase of investments                                                                           (76,000)                     -
  Payment of security deposit                                                                             -                (21,438)
  Proceeds from sale of boxing promotional agreement                                                 30,000                      -
  Purchase of intangible assets                                                                           -               (280,000)
                                                                                    ------------------------ ----------------------
                                   NET CASH USED IN INVESTING ACTIVITIES                           (441,482)              (941,438)
                                                                                    ------------------------ ----------------------
 CASH FLOWS FROM FINANCING ACTIVITIES:
  Advances from stockholders and related parties                                                    120,596                312,115
  Repayments to stockholders and related parties                                                    (82,829)               (29,897)
  Proceeds from notes and loans payable - stockholders                                               92,593                 78,429
  Repayment of notes and loans payable - stockholders                                               (70,445)               (70,691)
  Proceeds from convertible debt                                                                  1,627,000                305,000
  Bank overdraft                                                                                          -                  7,903
  Proceeds from notes and loans payable - other                                                     495,000              1,175,384
  Repayment of notes and loans payable - other                                                     (362,000)              (344,006)
                                                                                    ------------------------ -----------------------
                                   NET CASH PROVIDED BY FINANCING ACTIVITIES                      1,819,915              1,434,236
                                                                                    ------------------------ ----------------------
                                                     NET INCREASE (DECREASE) IN CASH                (16,885)                     -
 CASH, BEGINNING OF PERIOD                                                                           21,205                      -
                                                                                    ------------------------ ----------------------
 CASH, END OF PERIOD                                                                                 $4,320                    $ -
                                                                                    ======================== ======================
</TABLE>
                                        7


<PAGE>

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



                                                                                        FOR THE SIX MONTHS
                                                                                          ENDED JUNE 30,
                                                                                 2004                     2003
                                                                          --------------------   ------------------------
<S>                                                                                <C>                        <C>
  Cash paid during the period for:
  Interest                                                                         $  112,012                 $  286,721
Non-cash investing and financing activities:
   Recording of debt discount                                                      $1,577,000                 $  637,991
   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                 $1,225,914
        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                               $  240,000                 $        -
   Loss resulting from write-off of fixed assets damaged by office fire            $    9,493                 $        -

   Unamortized convertible debt discount                                           $  103,070                 $        -
   Common stock to be issued pursuant to acquisition                               $  510,000                 $        -
         of a minority interest in Pledge This, LLC
   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                                                   $   16,939                 $   16,112

</TABLE>
                                       8
<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 six  months  ended  June 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
$10,003,145  and $3,756,217  during the six months ended June 30, 2004 and 2003,
respectively.  In  addition,  the Company had a working  capital  deficiency  of
$12,817,690  at June 30,  2004.  Furthermore,  the Company  had a  stockholders'
deficiency of  $12,637,384  at June 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
June 30, 2004, the balance in the escrow account was $4,980.


Note 3. Prepaid Signing Bonuses, Net

During the six months ended June 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. Such $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.

On March 4, 2004,  the Company  entered into a  participation  agreement with an
investor  whereby,  in consideration of the payment of $25,000,  the investor is
entitled to receive 33.33% of the net revenues  received from the promotion of a
certain  boxer.  The Company  recognized a gain from the sale of a percentage of
its interest in this boxer.

On June 15, 2004,  the Company  entered into a  participation  agreement with an
investor  whereby,  in consideration of the payment of $75,000,  the investor is
entitled to receive 25% of the net  revenues  received  from the  promotion of a
certain  boxer.  The Company  recognized a gain from the sale of a percentage of
its interest in this boxer.

On June 15, 2004,  the Company  entered into a  participation  agreement with an
investor whereby, in consideration of the payment of a certain sum, the investor
is entitled to receive 25% of the net revenues  received from the promotion of a
certain  boxer.  The Company  recognized a gain from the sale of a percentage of
its interest in this boxer.

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
June 30, 2004 does not exceed the  potential  amount that can be recovered  from
future,  undiscounted  cash flows.  Accordingly,  the Company did not record any
impairment charges on its prepaid signing bonus in the first quarter of 2004.

                                       9
<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 June 30, 2004:




                                            Contract Period
                                              -----------
Prepaid signing bonuses          $907,917     2 to 3 years
Less: Accumulated amortization    322,465
                                ----------
Prepaid signing bonuses, net     $585,452
                                ==========





Amortization  expense,  which  includes  the  amortization  of both  prepaid and
deferred signing bonuses,  for the first six months ended June 30, 2004 and 2003
was $315,942 and $284,421, respectively.


Note 4. Property And Equipment, Net

Property and equipment, net, consisted of the following at June 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      78,544

                                               -----------
Property and equipment, net                        $25,733
                                               ===========



Depreciation and  amortization  expense of property and equipment was $4,751 and
$24,724 for the six months ended June 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 video library was 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 certain  intellectual  media assets consisting of
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 note payments.

                                       10
<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 quarter ended June 30, 2004.

The changes in the carrying  amount of  intangible  assets during the six months
ended June 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        6/30/04       at 6-30-04     at 6-30-04
                         ------------------------------------------------------------------------------------------------------
<S>                         <C>             <C>           <C>           <C>           <C>              <C>           <C>
 Acquired video library     5 Years         $888,000      $320,000      ($200,000)    $1,008,000       (550,858)     $457,143
 HWE Trademarks            10 Years        1,015,332             -       (230,000)       785,332       (377,832)      407,500
 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      ($928,690)     $864,643
                                       =======================================================================================
</TABLE>
Amortization  expense of intangible assets was $136,666 and $279,291 for the six
months ended June 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,  consisting  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 six months ended June 30, 2004:

<PAGE>
<TABLE>
<CAPTION>
                                        For The Three Months Ended Ended June 30, 2004  For The Six Months Ended Ended June 30, 2004
                                        ----------------------------------------------  --------------------------------------------
                                           Boxing promotions      Media       Total     Boxing promotions   Media        Total
                                           -----------------   ------------ ------------ --------------  ------------  ------------
<S>                                                <C>            <C>          <C>          <C>             <C>         <C>
Net revenue from external customers                $365,361       $123,059     $488,420     $1,692,735      $352,429    $2,045,163
Operating loss                                   $2,039,227     $1,004,395   $3,043,622     $3,082,682    $1,518,336    $4,601,018
Amortization of signing bonuses                    $172,854              -     $172,854       $315,942             -      $315,942
Amortization of intangible assets                         -        $68,333      $68,333              -      $136,666      $136,666
Depreciation and amortization of
  property and equipment                             $1,544           $761       $2,305         $3,183        $1,568        $4,751
Impairment of intangible assets                           -       $430,000     $430,000              -      $430,000      $430,000
Compensatory element of stock and
  warrant issuances
  for selling, general and
  administrative expenses                        $1,136,933       $559,982   $1,696,915     $1,468,918      $723,497    $2,192,415
Interest expense - other                           $102,755        $50,611     $153,366       $209,924      $103,395      $313,319
Interest expense - related parties                  $38,284        $18,856      $57,141        $80,475       $39,637      $120,112

Total identifiable assets                          $710,725     $1,011,689   $1,722,414       $710,725    $1,011,689    $1,722,414
Capital expenditures for property
  and equipment                                     $10,241        $10,241      $20,482        $10,241       $10,241       $20,482
Capital expenditures for intangible assets          $75,000         $1,000      $76,000        $75,000        $1,000       $76,000

                                       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 six months ended June 30, 2003:



                                           -----------------   ------------ ------------ --------------  ------------  ------------
Net revenue from external customers                $181,610       $390,041     $571,651     $1,217,987      $656,230     $1,874,217
Operating loss                                     $753,570       $371,161   $1,124,731     $1,568,901      $772,742     $2,341,643
Amortization of signing bonuses                    $164,083              -     $164,083       $284,421             -       $284,421
Amortization of intangible assets                   $14,173       $127,556     $141,729        $27,929      $251,362       $279,291
Depreciation and amortization of                     $8,283         $4,079      $12,362        $16,565        $8,159        $24,724
   property and equipment
Compensatory element of stock
  and warrant issuances                            $338,509       $166,728     $505,237       $677,018      $333,456     $1,010,474
  for selling, general and
  administrative expenses
Interest expense - other                           $102,785        $50,626     $153,411       $287,503      $141,606       $429,109
Interest expense - related parties                  $47,264        $23,279      $70,543        $96,061       $47,314       $143,375


   Gain on sale of boxing promotional
     agreement                                        5,000              -                      30,000             -
   Other income                                           -             40                           -            40
   Loss on disposition of assets                     (9,493)             -                      (9,493)            -
   Interest expense - other                        (153,366)      (153,411)                   (313,319)     (429,108)
   Interest expense - related parties               (57,141)       (70,544)                   (120,112)     (143,375)
   Financing costs paid in stocks
     and warrants                                (1,567,620)      (530,750)                 (4,989,202)     (842,130)
                                           -----------------   ------------              --------------  ------------
     Net loss                                   ($4,826,241)   ($1,879,397)               ($10,003,145)  ($3,756,217)
                                           =================   ============              ==============  ============

                                                 (4,826,241)    (1,879,397)                (10,003,145)   (3,756,217)
                                                          -             (0)                          -             -
</TABLE>
Foreign revenue disclosure
The Company had revenues  from foreign  sources in the amounts of  approximately
$180,000  and  $94,000  for the  six  months  ended  June  30,  2004  and  2003,
respectively.  This foreign source revenue  accounted for 8.8% and 5.0% of total
revenues  the six months  ended June 30,  2004 and 2003,  respectively.  Foreign
source revenue is determined by the country in which the 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 six months ended June 30 2004 and 2003
is as follows:
<TABLE>
<CAPTION>
<S>                                                                 <C>                <C>                  <C>             <C>
  Gain on sale of boxing promotional agreement                      5,000                 -               30,000               -
   Other income                                                          -                40                    -              40
   Loss on disposition of assets                                    (9,493)                -               (9,493)              -
   Interest expense - other                                       (153,366)         (153,411)            (313,319)       (429,108)
   Interest expense - related parties                              (57,141)          (70,544)            (120,112)       (143,375)
   Financing costs paid in stocks and warrants                  (1,567,620)         (530,750)          (4,989,202)       (842,130)
                                                           ----------------- -----------------    ----------------- ---------------
     Net loss                                                  ($4,826,241)      ($1,879,397)        ($10,003,145)    ($3,756,217)
                                                           ================= =================    ================= ===============

                                                                (4,826,241)       (1,879,397)         (10,003,145)     (3,756,217)
                                                                         -                (0)                   -               -
</TABLE>
Note 7.  Due to Stockholders/Officers

On February 19, 2004 the Company and its President  converted  $1,628,911 of the
Company's  outstanding debt, including $636,554 in personal advances made by the
President,  into equity (Please refer to Part II -- Other  Information,  Item 2,
Change in  Securities).  During the six months ended June 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 June 30,
2004,  the balance owed to the Company's  President  was  $137,079.  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 June 30, 2004, the balance owed to the Company's
Vice President was $117,929.

The Company  also has an unsecured  non-interest  bearing  advance  payable to a
stockholder. At June 30, 2004, the balance owed to the stockholder was $94,769.


Note 8. Notes And Loans Payable

During the six months  ended June 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 10% 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 June 30, 2004 is indicated
below:

<TABLE>
<CAPTION>
                                                      Balance at          Additional      Repayments or         Balance at
                                                     December 31          Borrowings       Adjustments       June 30, 2004
                                                --------------------  ---------------  ----------------  ---------------------
<S>                                                      <C>               <C>              <C>                    <C>
Current portion of notes and loans payable               $3,081,734        $ 495,000        $ (362,000)            $3,214,734
Long-term portion of notes and loans payable             $1,214,000              $ -         $ (13,000)            $1,201,000
                                                --------------------  ---------------  ----------------  ---------------------
                                                         $4,295,734        $ 495,000        $ (375,000)            $4,415,734
                                                ====================  ===============  ================  =====================
</TABLE>

Note 9. Notes Payable - Stockholders

During the six months ended June 30,  2004,  the Company  converted  $992,357 in
long-term debt to the Company's President into equity,  which is included in the
$1,628,911  described  in  Note 7  above  (Please  refer  to  Part  II --  Other
Information, Item 2, Change in Securities).

The  combined  principal  balance  outstanding  as of June 30, 2004 is indicated
below:

<TABLE>
<CAPTION>
                                                                   Balance at        Additional     Repayments or     Balance at
                                                                  December 31         Borrowings      Adjustments    June 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)       $1,199,105
                                                              --------------------  ---------------  ------------- -----------------

                                                                       $2,528,973              $ -     $ (992,357)       $1,571,764
                                                              ====================  ===============  ============= =================
</TABLE>


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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note 10. Convertible Debt

During the six months ended June 30, 2004:

o    From January 1, 2004 to March 31, 2004,  the Company  entered into note and
     warrant  agreements,  within  the first  three  months of this  year,  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 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.  These notes
     matured at various dates prior to July 27, 2004 and are now in default.

     The outstanding balance, net of unamortized debt discount of $146,447 as of
     June 30, 2004, was $1,430,553. Financing costs, related to the amortization
     of the beneficial conversion feature for the six months ended June 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 six months  ended June 30, 2004 and included in
     the condensed consolidated statement of operations, amounted to $709,445.

     Additionally,  the  Company  paid a finder cash  compensation  equal to ten
     percent (10%) of the gross amount of the notes and warrant agreements funds
     received.  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,
     which have an estimated fair value of approximately  $54,000,  shall have a
     term of 5 years and an exercise price of $0.50 per share.

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.

     The outstanding  balance, net of unamortized debt discount of $18,203 as of
     June 30, 2004 was $31,797.  Financing costs, related to the amortization of
     the beneficial  conversion feature for the three months ended June 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 pay sales
     commission related to issuance of these notes and warrants in the amount of
     $5,000 and the Company  agreed to issue the sales agent 5,000 warrants with
     the same terms.  This sales  commission  and the fair value of the warrants
     will be expensed over the term of the notes as financing costs.

                                       14
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note 10. Convertible Debt, continued:

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.

The following reflects the balance of convertible debt and debt discount at June
30, 2004:
<TABLE>
<CAPTION>


                                                                                                 Unamortized
                                         Convertible Debt                                       Debt Discount
                                         ----------------                                      ----------------
<S>                 <C>                        <C>                                                    <C>
Balance at December 31, 2003                    $240,000     Unamortized discount                      $61,580
                                                               at December 31, 2003
 Additional borrowings                        $1,627,000     Additional unamortized debt            $1,627,000
   during the six months                                         discount during the six
   ended June 30, 2004                                           months ended June 30, 2004
                                         ----------------                                      ----------------
                                              $1,867,000                                            $1,688,580
  Less amount converted to equity              ($240,000)    Less amount amortized                  $1,523,930
   during the six months                                      during the six months
   ended June 30, 2004                                        ended June 30, 2004
                                         ----------------                                      ----------------
   Balance at June 30, 2004                   $1,627,000      Balance at June 30, 2004                $164,650
                                         ================                                      ================
</TABLE>

Note 11. Stockholders' Deficiency

Common Stock

The Company has two classes of common stock authorized as of June 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  shareholder
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 June 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                                                10,485,686
         Common stock to be issued                               12,965,418
         Convertible debt                                       See Note 10
         Preferred stock - Series A                               1,175,000
         Preferred stock - Series B                              23,245,390
         Preferred stock - Series C                               2,792,210
                                            --------------------------------
                       Total                                     61,734,695
                                            ================================


                                       15
<PAGE>

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 11. Stockholders' Deficiency, continued:

Common Stock, continued:

Class A, continued:

The Company made the  following  issuances of shares of its Class A Common Stock
during the six months ended June 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 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 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.

On April 12, 2004, the Company entered into an exclusive  promotional  agreement
("EPA") with a boxer whereby the fighter grants the Company  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  grants the Company  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.  The
Company recognized $5,100 in compensatory element of stock and warrant issuances
for selling, general and administrative  expenses,  related to this transaction,
in the second 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 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 to
repay 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 intrinsic
value of this stock as of June 30, 2004 was  $510,000  which will be recorded as
an  investment.  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 June 30,
2004.

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 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 $16,939
during the six months  ended June 30, 2004  related to the Series A  Convertible
Preferred  Stock.  The Company has a dividend  arrearage  of $99,555 at June 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.

                                       17
<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
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"), 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 Its  Designation,
Preferences  and Rights of 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.

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 six months ended June 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
$11,315,  which is recognized as compensatory  element of stock issuance expense
during the three months ending June 30, 2004.


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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 11. Stockholders' Deficiency, continued

Warrants

Warrant  activity and weighted  average exercise prices for the six months ended
June 30, 2004 was as follows:
<TABLE>
<CAPTION>


                                                                                                     Weighted Average
                                                                                 Number of Warrants  Exercise Price
                                                                                 ------------------ -------------------
<S>                                                                                   <C>                     <C>
Outstanding, December 31, 2003                                                        8,033,986               $0.30

Issued in connection with convertible debt                                              951,700               $0.50
Issued in connection with a consulting agreement                                        500,000               $2.00
Issued in connection with a consulting agreement                                        500,000               $1.00
Issued in connection with an exclusive promotional agreement                            500,000               $0.40
                                                                                 ---------------    -----------------
Outstanding, June 30, 2004                                                           10,485,686               $0.70
                                                                                 ===============    =================
</TABLE>


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

                                       19
<PAGE>

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 12. Commitments and Contingencies, continued:

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  unregistered and restricted shares of common stock of the
Company  (provided  that  250,000 of such  shares  have  piggyback  registration
rights)  with  additional  shares of common stock to be issued  contingent  upon
Tua's future performance.  Pursuant to the Consent,  under certain circumstances
relating to the 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 six
months  ended  June  30,  2004  and  June 30,  2003  included  in the  condensed
consolidated   statement  of  operations   amounted  to  $174,726  and  $189,499
respectively.

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

As part of the Sale Agreement, Sports Tech acknowledged that the Company did not
have the 1,500,000  shares  available to issue in accordance with the agreement.
In addition,  if the average closing price of the Company's Class A Common Stock
for the 30 day period  prior to the Rahman Bout was below  $1.00 per share,  the
shares to be issued under the section of the Sale  Agreement  would  increase to
1,700,000. The average price of the Company's Class A Common Stock 30 days prior
to Rahman Bout was below $1.00 per share and  therefore the Company is 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  unregistered and restricted  shares of common
stock of the Company with an aggregate value equal to 10% of the amount invested
by each Tua Participant.  Subsequently,  the Company, Cedric Kushner, and two of
the Tua Participants entered into separate agreements whereby the Company agreed
that if (a) Cedric  Kushner shall die after the date of the Agreement as 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.

                                       20
<PAGE>

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 12. Commitments and Contingencies, continued

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. 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 has recognized the remaining  deferred costs of $1,027,000 as a non-cash
expense in the second quarter, even though it continues negotiating an amendment
of the January 6, 2004 agreement with the consultant.

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.

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 to
repay to Secured Party that 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.

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.

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 12. Commitments and Contingencies, continued

Pledge This Holdings, LLC, continued

The  possibility  exists that the  Company's  position as it pertains to "Pledge
This" 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 This 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.

Other

The Company  previously had no general liability  insurance and was in violation
of its office  lease which  requires it to  maintain a  comprehensive  policy of
liability  insurance  naming its landlord and designees as  additional  insured,
with limits of liability not less than $2,000,000 combined single limit coverage
on a per occurrence basis,  including  property damage. As of June 16, 2004, the
Company has obtained such coverage.

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.


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.

                                       22
<PAGE>

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 13. Litigation, continued:

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.

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 June 30,  2004  amounted  to  $90,003,  which is
categorized  as  accrued  litigation  and  judgments  payable  in the  Company's
condensed consolidated financial statements.

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 June 30,
2004, the unpaid balance owed to Zomba by CKP was approximately  $267,000 and is
reported as current notes payable.

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.

                                       23
<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.

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

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

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 13. Litigation, continued:

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 June 30, 2004,
the Company has an outstanding balance of $248,000 due Mathis. As of this report
date,  the Company did not pay the amount that was due on July 15, 2004,  opting
to pay the additional monthly compensation of $3,500.

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 June 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  and  consultant  are
currently negotiating an amendment of the agreement.

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 March 31, 2004, the Company had accrued approximately $239,000 as a potential
liability to NSP.

Others
In the normal  course of  business,  the Company is involved in legal  disputes,
concerning contractual rights and breaches of contract related to its boxers and
the promotion of boxing events,  claims by certain service providers,  and other
issues.  At June 30, 2004, the Company had accrued an aggregate of approximately
$1,171,315, inclusive of the amounts previously discussed, with the exception of
approximately  $777,233  reported  as notes  payable  and  $248,000  in  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

Revenue from one customer  accounted for  approximately  45% and 77% of revenues
for the six months ended June 30, 2004 and 2003, respectively.

                                       25
<PAGE>

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


Note 15.  Subsequent Events

From July 14,  2004 to October  22,  2004,  the  Company  entered  into note and
warrant   agreements  with  various  third  parties  for  a  combined  total  of
approximately  $195,000 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. Additionally, the Company issued
approximately  97,500  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  Company  also  agreed to pay sales
commission  related to  issuance  of these  notes and  warrants in the amount of
approximately  $19,500,  and to issue to the sales  agent  approximately  19,500
warrants with the same terms.  This sales  commission  and the fair value of the
warrants will be expensed over the term of the notes as financing costs.

On July 7, 2004,  the Company  entered into a  participation  agreement  with an
investor  whereby,  in consideration of the payment of $15,000,  the investor is
entitled to receive 5% of the net  revenues  received  from the  promotion  of a
certain boxer.  This is in addition to what was previously  described in Note 3.
Prepaid Signing Bonuses, Net.

On July 8,  2004,  the  Company  formed a new  wholly-owned  subsidiary,  Ckrush
Entertainment,  Inc.  ("Ckrush").  Ckrush,  which was  organized  as a  Delaware
corporation, will focus on the film and television industries.

From July 1, 2004 to October 22, 2004, the Company repaid approximately $116,000
to  various  third  parties  pursuant  to  several   promissory  notes  or  loan
agreements.

From July 1, 2004 to  October  22,  2004,  the  Company  borrowed  approximately
$253,500 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.

On July 28,  2004,  the Company  entered into a finder's  fee  agreement  with a
finder in order to raise funds for the Company.  This agreement  provides a cash
fee equal to 10% of the gross proceeds of any and all offerings  received by the
Company.  As further  compensation,  the  Company  shall also issue the finder a
warrant,  with an exercise  price of $0.50 per share,  to purchase  one share of
common  stock  for  every  $3.00 of  promissory  notes  purchased  by  potential
investors introduced by the finder.

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.

On August 13, 2004, the Company entered into a  participation  agreement with an
investor  whereby,  in consideration of the payment of $30,000,  the investor is
entitled to receive 10% of the net  revenues  received  from the  promotion of a
certain boxer.  This is in addition to what was previously  described in Note 3.
Prepaid Signing Bonuses, Net.

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.

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.

                                       26
<PAGE>
Note. 16 Restatement of Prior Financial Information

This  Amendment  No. 1 on Form  10-QSB/A  is being filed to  primarily  remove a
contingent  liability that was originally  recorded on the Company's  books as a
liability and resulted in an  overstatement of its assets and liabilities on the
Balance Sheet.

On October 22, 2004 the Company  determined  that it should  restate its interim
financial  statements  for the  quarter  ended June 30,  2004.  The  Company has
originally reported an investment in Pledge This Holdings (See Note 12, page 20)
in the amount of $1,000,000  with a corresponding  liability of $1,000,000.  The
Company subsequently  determined that the liability as originally reported was a
contingent  liability.  Accordingly,  the Company has  reversed  the  $1,000,000
investment and liability.

This  revision has no effect on the results of  operations  for the three months
and six months ended June 30, 2004.


Amended Items
-------------
We hereby amend the following  items,  financial  statements,  exhibits or other
portions of our Form 10-QSB for the quarter  ended June 30,  2004,  as set forth
herein. Each item of the financial  statements and disclosures that was affected
by the  restatement  has been  amended  and  restated.  Accordingly,  this  Form
10-QSB/A  should be read in conjunction  with our filings made subsequent to the
filing of the original  Form 10-QSB.  Consequently,  all other  information  not
affected by the  restatement is unchanged and reflects the  disclosures  made at
the time of the original filing of the Form 10-QSB on September 13, 2004.

The amended items are as follows:

Item 1.     Financial Statements

            Condensed Consolidated Balance Sheet at June 30, 2004
            (Unaudited)

            Condensed Consolidated Statements of Cash Flows for
            the six months ended June 30, 2004 and 2003 (Unaudited)

            Notes to Condensed Consolidated Financial Statements


                                       27

<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  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 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.

                                       28
<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.

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.

                                       29
<PAGE>

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

CRITICAL ACCOUNTING POLICIES, continued:

Income Taxes

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


COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 2004 AND JUNE 30, 2003

Revenues  increased by $170,946,  or 9%, to $2,045,163  for the six months ended
June 30, 2004 from $1,874,217 for the same period in the prior year.

Contributing significantly to the revenue increase are the following factors:

     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").

Revenue from a single customer  accounted for  approximately 45% of revenues for
the six months ended June 30, 2004, compared to 77% 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  $1,744,890  in  boxing  promotion  costs and
$595,864 in media costs,  increased by $635,165,  or 38%, to $2,340,754  for the
six months  ended June 30,  2004,  compared to  $1,705,589  incurred for the six
months ended June 30, 2003. The increase in cost of revenues is  attributable 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 $464,218  from a gross profit of $168,628 for the six
months  ended June 30, 2003 to a gross loss of $295,590 for the six months ended
June 30,  2004.  For the six months  ended June 30, 2004,  the  Company's  gross
margin  decreased  to a loss of  14.5%,  compared  to a gain of 9% 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.

The following represents a comparison of revenues,  cost of revenues,  and gross
(loss)  profit by segment  for the six months  ended June 30,  2004 and June 30,
2003:


<TABLE>
<CAPTION>

                                                        SIX MONTHS ENDED JUNE 30,
                                                   2004        % of total        2003          % of total
REVENUES
<S>                                               <C>               <C>          <C>                   <C>
   Boxing promotions                              $1,692,735        82.8%        $1,217,987            65.0%
   Media                                             352,429        17.2%           656,230            35.0%
                                              --------------- ------------  ---------------- ----------------
        TOTAL REVENUES                             2,045,163       100.0%         1,874,217           100.0%
                                              --------------- ------------  ---------------- ----------------
COST OF REVENUES
   Cost of revenues - boxing promotions            1,744,890        85.3%         1,275,126            68.0%
   Cost of revenues - media                          595,864        29.1%           430,463            23.0%
                                              --------------- ------------  ---------------- ----------------
      TORAL COST OF REVENUES                       2,340,754       114.5%         1,705,589            91.0%
                                              --------------- ------------  ---------------- ----------------
GROSS INCOME
   Boxing promotions                                 (52,155)       -2.6%           (57,139)           -3.0%
   Media                                            (243,435)      -11.9%           225,767            12.0%
                                              --------------- ------------  ---------------- ----------------
        GROSS PROFIT (LOSS)                        ($295,590)      -14.5%          $168,628             9.0%
                                              =============== ============  ================ ================
</TABLE>


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

COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 2004 AND JUNE 30, 2003, continued:

Selling,  general and  administrative  expenses  increased by 35% or $314,292 to
$1,225,654  for the six months ended June 30, 2004,  from  $911,362 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  $2,192,415  and  $1,010,474  relating  to the use of  stocks  and
warrants for obligations due under various consulting and employment  agreements
for the six months ended June 30, 2004 and 2003, respectively.

Depreciation  and amortization  expense for property and equipment  decreased by
$19,973 to $4,751 for the six months ended June 30,  2004,  from $24,724 for the
same period in the prior year.  Amortization  of signing  bonuses  increased  by
$31,521 to $315,942 for the six months ended June 30, 2004, compared to $284,421
for the same  period  in the  prior  year.  Amortization  of  intangible  assets
decreased  by  $142,625  to  $136,666  for the six months  ended June 30,  2004,
compared to $279,291 during the same period last year.

The Company  recorded  $4,989,202 in financing costs paid in stocks and warrants
for the six months ended June 30,  2004,  compared to $842,130 for the same cost
in the prior  year.  The  increase  results  primarily  from the  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
$139,052  from  $572,483 in the first six months ended June 30, 2003 to $433,431
for the six months  ended June 30,  2004.  This  decrease is  attributable  to a
reduction  of the  average  interest  rate  on  the  Company's  debt  due to the
replacement  of a portion of higher  rate debt with lower rate debt,  and to the
conversion of the Company's President's long-term debt into equity.


LIQUIDITY AND CAPITAL RESOURCES

At June 30, 2004,  the Company's  cash  position  reflected a balance of $4,320,
compared to the $21,205 balance at December 31, 2003. Additionally,  the Company
had $4,980  held in escrow at June 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 $1,395,318 during the six months ended
June 30, 2004, compared to net cash used in operating activities of $492,798 the
same  period  last year and  primarily  resulting  from:  (i) our net  losses of
$10,003,145   and  $3,756,217  in  the  first  six  months  of  2004  and  2003,
respectively,  adjusted  for  depreciation  and  amortization  of  $457,359  and
$588,436,  financing  costs  paid in  stocks  and  warrants  of  $2,955,272  and
$842,130,  stock-based  compensation expense of $2,192,415 and $1,010,474 in the
first  six  months  of 2004 and  2003,  respectively;  and (ii) an  increase  in
operating  liabilities  of $590,913 and $832,071 in the first six months of 2004
and 2003, respectively, offset by an increase in operating assets of $85,182 and
$120,003 in the first six months of 2004 and 2003, respectively.

Net cash used in investing  activities was $441,482  during the six months ended
June 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;  $76,000 in the purchase of  investments
this 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,  offset by
$30,000  in  proceeds  provided  from the  partial  sales of  boxers'  exclusive
promotional agreements.

Net cash provided by financing  activities was $1,819,915  during the six months
ended June 30,  2004,  compared  to  $1,434,236  for the same  period  last year
resulting  primarily from:  $495,000 from notes and loans payable and $1,627,000
from convertible debt, offset primarily by $362,000 in note payable repayments.

The Company  incurred net losses of $10,003,145  and  $3,756,217  during the six
months ended June 30, 2004 and 2003, respectively.  In addition, the Company had
a working capital deficiency of $12,817,690 at June 30, 2004.  Furthermore,  the
Company had a  stockholders'  deficiency of $12,637,384 at June 30, 2004.  These
factors  continue to raise  substantial  doubts about the  Company's  ability to
continue as a going concern.

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

LIQUIDITY AND CAPITAL RESOURCES, continued:

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  $4,702,000.  The Company hopes to remedy these defaults
through additional borrowings,  conversion of existing debt to equity, ownership
contributions,  and/or  renegotiation  of existing terms and conditions of notes
and loans payable in default.  If the Company is unable to cure these  defaults,
it may  significantly  impede the Company's  ability to raise  additional  funds
and/or to conduct normal business operations.

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

During the six months  ended June 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 June 30, 2004, the Company did not have any instruments
that were within the scope of SFAS No. 150.

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

RISK FACTORS

In  evaluating  our business,  prospective  investors  and  stockholders  should
carefully consider the risks referenced in the Company's 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.

                                       33
<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.

                                       34
<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 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.

During the three months ended 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  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.  These notes will mature at various dates prior
to July 27, 2004. The outstanding  balance,  net of unamortized debt discount of
$146,447 as of June 30, 2004 was  $1,430,553.  Financing  costs,  related to the
amortization of the beneficial  conversion feature for the six months ended June
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 six months ended June 30, 2004 and included in
the  condensed  consolidated  statement  of  operations,  amounted to  $709,445.
Additionally,  the Company paid a Finder cash compensation  equal to ten percent
(10%) of the gross amount of the notes and warrant  agreements  funds  received.
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,  which have an estimated fair
value of  approximately  $54,000,  shall have a term of 5 years and an  exercise
price of $0.50 per share.

                                       35
<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. 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 pay sales commission related
to  issuance  of these  notes and  warrants  in the amount of  $5,000,  plus the
Company agreed to issue the sales agent 5,000 warrants with the same terms. This
sales  commission  and the fair value of the warrants  will be expensed over the
term of the notes as financing costs.

On April 12, 2004, the Company entered into an exclusive  promotional  agreement
("EPA") with a boxer whereby the fighter grants the Company  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 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
$11,315,  which is recognized as compensatory  element of stock issuance expense
during the three months ending June 30, 2004.

On June 7,  2004,  the  Company  entered  into an EPA with a boxer  whereby  the
fighter  grants the Company  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, totally $205,000.
The total cost of  $280,000  will be  amortized  over the three year term of the
EPA.

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 to
repay the $1,000,000  investment of the Secured Party to Pledge, LLC. 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 intrinsic
value of this stock as of June 30, 2004 was  $510,000  which will be recorded as
an  investment.  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.

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.  The
Company recognized $5,100 in compensatory element of stock and warrant issuances
for selling, general and administrative  expenses,  related to this transaction,
in the second quarter of 2004.

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

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.

                                       37
<PAGE>
Item 3. DEFAULTS UPON SENIOR SECURITIES

During the six months  ended June 30, 2004,  the Company  entered into notes 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.  These notes were due at various dates prior to July
27, 2004.  Accordingly,  the Company is currently in default of these notes. The
notes provided that in the event the principal  amount of these notes,  together
with accrued but unpaid interest,  were not paid on or before the 150th calendar
day  after the date of the  notes,  the  Holder  was  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. The Company  currently does not have enough authorized shares
of Common Stock of the Company to satisfy these conversions and will not be able
to  effectuate  the  conversion  until  such a time as the  shareholders  of the
Company vote to increase the authorized shares of the Company's common stock.

The Company is also in default of several  notes and loans  payable that matured
this year prior to October 22, 2004,  in the aggregate  amount of  approximately
$755,000 in principal and approximately $85,000 in accrued interest.

Additionally,  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.

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<PAGE>
                          PART II -- OTHER INFORMATION


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

During the first six 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.


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)
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)


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<PAGE>
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
          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)


                                       40
<PAGE>
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)
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.

                                       41
<PAGE>
(b) Current Reports on Form 8-K
   There were no reports filed on Form 8-K for the period covered by this Report



                                       42
<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: October 25, 2004              /s/Cedric Kushner
                                    ------------------
                                    Cedric Kushner
                                    Chairman of the Board and
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)



Date: October 25, 2004              /s/James DiLorenzo
                                    -------------------
                                    James DiLorenzo
                                    Executive Vice President and Treasurer
                                    (Principal Financial and Accounting Officer)

                                       43