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<TEXT>
                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 8-K/A

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(D) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO. 3)*

        DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 30, 2002

                         CEDRIC KUSHNER PROMOTIONS, INC.


               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)



  DELAWARE                  333-89941                     65-0648808
---------------          ----------------             -------------------
   (STATE OF             (COMMISSION FILE              (IRS EMPLOYER
 INCORPORATION)                NUMBER)                IDENTIFICATION NO.)


                       1414 Avenue of Americas, Suite 1402
                            New York, New York 10019
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                                 (212) 755-1944
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

                                 Zenascent, Inc.
                                1 Montauk Highway
                          Southhampton, New York 11968
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

<PAGE>
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

This  Amendment  No. 3 to the  Current  Report on Form 8-K  filed  with the U.S.
Securities  and  Exchange  Commission  (the  "Commission")on  May  15,  2002  by
Zenascent,  Inc. (the "Current  Report") amends and restates in its entirety the
second  amendment to the Current Report,  which was filed with the Commission on
February 21, 2003.



     (a) Financial Statements of Businesses Acquired.

     The financial statements for (i) Cedric Kushner Boxing, Inc. and its
subsidiaries and (ii) Big Content, Inc. are submitted herewith:

                                                              Page of Form 8-K/A

Cedric Kushner Boxing, Inc. and Subsidiaries

Independent Auditors' Report..............................................3
Consolidated Balance Sheets - December 31, 2001
and March 31, 2002 (unaudited)............................................4
Consolidated Statements of Operations - for the years ended
December 31, 2001 and 2000 and the three months ended
March 31, 2002 and 2001 (unaudited).......................................5
Consolidated Statements of Stockholders' Equity (Deficit) - for the years
ended December 31, 2001 and 2000 and the three months ended
March 31, 2002 (unaudited)................................................6
Consolidated Statements of Cash Flows - for the years ended
December 31, 2001 and 2000 and the three months ended
March 31, 2002 and 2001 (unaudited).......................................7
Notes to Consolidated Financial Statements................................8

Big Content, Inc.

Independent Auditors' Report.............................................23
Balance Sheet - December 31, 2001........................................24
Statements of Operations - for the years ended
December 31, 2001 and 2000...............................................25
Statements of Stockholders' Deficit - for the years ended
December 31, 2001 and 2000...............................................26
Statements of Cash Flows - for the years ended
  December 31, 2001 and 2000 ............................................27
Notes to Financial Statements............................................28

(b) Pro Forma Financial Information.

The following unaudited pro forma financial information for Zenascent,
    Inc. and its subsidiaries are submitted herewith:

Unaudited Pro Forma Consolidated Financial Information...................35
Unaudited Pro Forma Consolidated Balance Sheet for the three months
              ended March 31, 2002.......................................36

Unaudited Pro Forma Consolidated Statement of Operations for the
year ended December 31, 2001 and the three months ended March 31, 2002...37
Unaudited Pro Forma Adjustments..........................................39

                                        2
<PAGE>

                  CEDRIC KUSHNER BOXING, INC. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2001 AND 2000

                          INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
Cedric Kushner Boxing, Inc.
Southampton, New York

We have audited the  accompanying  consolidated  balance sheet of Cedric Kushner
Boxing,  Inc.  and  Subsidiaries  as of  December  31,  2001,  and  the  related
consolidated  statements of operations,  stockholders' equity (deficit) and cash
flows for each of the two years in the period ended  December  31,  2001.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the  financial  position of Cedric  Kushner
Boxing,  Inc. and  Subsidiaries  at December 31, 2001,  and the results of their
operations  and their cash  flows for each of the two years in the period  ended
December 31, 2001, in conformity with accounting  principles  generally accepted
in the United States.

The accompanying  consolidated  financial statements have been prepared assuming
the Company  will  continue as a going  concern.  As  discussed in Note 1 to the
consolidated financial statements, the Company's significant operating losses at
December 31, 2001, its working capital and stockholders' equity (deficits) raise
substantial doubt about its ability to continue as a going concern. Management's
plans  regarding  those  matters  are also  described  in Note 1. The  financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.






                              /s/ BDO Seidman, LLP




New York, NY
April 30, 2002

                                        3
<PAGE>

                  CEDRIC KUSHNER BOXING, INC. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                                                                   March 31, 2002
                                                                               December 31, 2001      (unaudited)
---------------------------------------------------------------------------- ------------------- ------------------
<S>                                                                             <C>                  <C>
ASSETS
CURRENT:
   Cash                                                                         $      62,419        $          -
   Accounts receivable, net of allowance of $21,387 and $45,887                       655,003             161,555
   Note receivable                                                                    250,000             250,000
   Media inventories                                                                        -             343,239
   Other current assets                                                               152,908             141,250
---------------------------------------------------------------------------- ------------------- ------------------
        TOTAL CURRENT ASSETS                                                        1,120,330             896,044
PROPERTY AND EQUIPMENT, AT COST, NET OF ACCUMULATED DEPRECIATION                      211,750             359,609
NON-CURRENT MEDIA INVENTORIES                                                               -           6,521,533
PREPAID SIGNING BONUSES, NET OF ACCUMULATED AMORTIZATION                                2,500              52,854
ADVANCES TO RELATED PARTY                                                             698,782                   -
PREPAID MERGER COSTS                                                                  257,812             599,778
GOODWILL AND OTHER INTANGIBLES, NET                                                    62,500             278,660
---------------------------------------------------------------------------- ------------------- ------------------
                                                                                $   2,353,674        $  8,708,478
---------------------------------------------------------------------------- ------------------- ------------------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
   Cash overdraft                                                               $           -        $    258,648
   Accounts payable and accrued expenses                                            1,918,524           3,079,516
   Line of credit                                                                     248,270             248,270
   Loans payable                                                                      436,500             247,500
   Due to stockholder                                                                 187,679             186,455
   Convertible debt, net of unamortized discount of $522,657, and $503,871             72,343             191,129
   Current maturities of long-term debt                                               566,591             813,091
---------------------------------------------------------------------------- ------------------- ------------------
        TOTAL CURRENT LIABILITIES                                                   3,429,907           5,024,609
LONG-TERM DEBT                                                                        361,797           1,270,149
DEFERRED REVENUES                                                                     445,333             217,701
---------------------------------------------------------------------------- ------------------- ------------------
        TOTAL LIABILITIES                                                           4,237,037           6,512,459
---------------------------------------------------------------------------- ------------------- ------------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT):
   Common stock, $.01 par value, authorized, issued and outstanding
      1,000 shares                                                                         10                  10
   Treasury stock, at cost, 570.5 and 540.5 shares                                          -                   -
   Additional paid-in capital                                                       4,787,864           8,967,563
   Accumulated deficit                                                             (6,671,237)         (6,771,554)
---------------------------------------------------------------------------- ------------------- ------------------
        TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                       (1,883,363)          2,196,019
---------------------------------------------------------------------------- ------------------- ------------------
                                                                                  $ 2,353,674        $  8,708,478
---------------------------------------------------------------------------- ------------------- ------------------
</TABLE>

          See accompanying notes to consolidated financial statements.

                                        4
<PAGE>

                  CEDRIC KUSHNER BOXING, INC. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                        Year ended                         Three months ended
                                                       December 31,                             March 31,
                                            ----------------- -----------------    ----------------- -----------------
                                                  2001              2000                 2002              2001
------------------------------------------- ----------------- -----------------    ----------------- -----------------
<S>                                              <C>                 <C>                  <C>               <C>
REVENUES:                                                                               (unaudited)       (unaudited)
   Fight revenues                              $  3,685,560      $  3,846,303           $   929,460        $1,191,072
   Television rights and fees                    13,200,569        16,205,979             5,489,008         4,582,712
   Litigation revenue, net of related
      fees of $734,000                            1,266,359                 -                     -                 -
   Advertising revenue                                    -                 -                19,158                 -
   Other                                             11,190                 -                 8,520             2,005
------------------------------------------- ----------------- ----------------- -- ----------------- -----------------
        TOTAL REVENUES                           18,163,678        20,052,282             6,446,146         5,775,789
------------------------------------------- ----------------- ----------------- -- ----------------- -----------------
EXPENSES:
   Cost of revenues                              15,733,176        20,125,466             5,815,619         5,183,680
   General and administrative                     1,674,823         2,394,340               573,024           495,388
   Amortization of signing bonuses                  368,554           510,715                 3,000            84,687
   Depreciation and amortization                     43,353            46,642                11,250             7,500
   Interest expense                                 260,283            59,570               143,570            24,300
   Other expense                                          -           178,879                     -                 -
------------------------------------------- ----------------- ----------------- -- ----------------- -----------------
        TOTAL EXPENSES                           18,080,189        23,315,612             6,546,463         5,795,555
------------------------------------------- ----------------- ----------------- -- ----------------- -----------------
        INCOME (LOSS) FROM CONTINUING
           OPERATIONS                                83,489        (3,263,330)            (100,317)          (19,766)
------------------------------------------- ----------------- ----------------- -- ----------------- -----------------
DISCONTINUED OPERATIONS:
   Income from discontinued operations                    -           275,374                     -                 -
   Gain on disposal of discontinued
      operations                                          -           335,795                     -                 -
------------------------------------------- ----------------- ----------------- -- ----------------- -----------------
        INCOME FROM DISCONTINUED                          -           611,169                     -                 -
           OPERATIONS
------------------------------------------- ----------------- ----------------- -- ----------------- -----------------
NET INCOME (LOSS)                            $       83,489      $ (2,652,161)        $   (100,317)      $   (19,766)
------------------------------------------- ----------------- ----------------- -- ----------------- -----------------
</TABLE>

          See accompanying notes to consolidated financial statements.

                                        5
<PAGE>

                  CEDRIC KUSHNER BOXING, INC. AND SUBSIDIARIES

            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)


<TABLE>
<CAPTION>
Years ended December 31, 2001 and 2000 and three months ended March 31, 2002 (unaudited)
----------------------------------------------------------------------------------------------------------------------------------
                        Common stock, $.01 par      Treasury stock (at
                                 value                     cost)               Additional                               Total
                        ------------------------  ------------------------       paid-in        Accumulated         stockholders'
                          Shares      Amount        Shares      Amount           capital          deficit          Equity (Deficit)
----------------------------------------------------------------------------------------------------------------------------------
<S>                           <C>         <C>           <C>       <C>          <C>              <C>                  <C>
BALANCE, JANUARY 1,          1,000         $10             -       $-         $   186,125      $(4,102,565)         $(3,916,430)
  2000
Treasury stock,
  March 25, 2000                 -           -          570.5       -                   -                -                   -
Reclassification of
  redeemable common
  stock, March 25, 2000          -           -             -        -           3,600,000                -           3,600,000
Imputed interest on
  third party loans              -           -             -        -              16,739                -              16,739
Accrued officer's
  compensation and rent          -           -             -        -             195,000                -             195,000
Net loss                         -           -             -        -                   -       (2,652,161)         (2,652,161)
----------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31,        1,000          10             -        -           3,997,864       (6,754,726)         (2,756,852)
  2000
Accrued officer's
  compensation and rent          -           -             -        -             195,000                -             195,000
Warrants issued in
  connection with debt           -           -             -        -             595,000                -             595,000
Net income                       -           -             -        -                   -           83,489              83,489
----------------------------------------------------------------------------------------------------------------------------------
BALANCE, DECEMBER 31,        1,000          10          570.5       -           4,787,864       (6,671,237)         (1,883,363)
  2001
Treasury shares issued
  for purchase of Big
  Content (unaudited)            -           -          (30.0)      -           4,079,699                -           4,079,699
Warrants issued in
  connection with debt
  (unaudited)                    -           -            -         -            100,000                 -             100,000
Net loss (unaudited)             -           -            -         -                  -          (100,317)           (100,317)
----------------------------------------------------------------------------------------------------------------------------------
Balance, March 31,           1,000         $10          540.5      $-         $8,967,563       $(6,771,554)         $2,196,019
  2002 (unaudited)
----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
          See accompanying notes to consolidated financial statements.

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

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                        Year ended                    Three months ended
                                                                       December 31,                       March 31,
                                                            -----------------------------      ------------- --------------
                                                                  2001           2000               2002           2001
 --------------------------------------------------------   --------------  -------------      ------------ --------------
                                                                                                 (unaudited)   (unaudited))
<S>                                                                 <C>           <C>               <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net income (loss)                                        $     83,489    $(2,652,161)         (100,317)   $  (19,766)
    Adjustments to reconcile net income (loss) to net
       cash provided by (used in) operating activities:
         Income from discontinued operations                            -       (275,374)                -             -
         Gain on disposal of discontinued operations                    -       (335,795)                -             -
         Depreciation and amortization                            411,907        557,357            14,250        92,187
         Amortization of film costs                                     -              -            15,228             -
         Loss on disposals of fixed assets                              -        112,102                 -             -
         Provision for (write off of) losses on
            accounts receivable                                    21,387       (312,456)           24,500             -
         Noncash officer's compensation and rent                  195,000        195,000                 -        48,750
         Amortization of debt discount                             72,343              -           118,786             -
         Imputed interest expense on loans payable                      -         16,739                 -             -
         (Increase) decrease in operating assets:
            Accounts receivable                                  (491,922)       911,083           468,948       121,830
            Miscellaneous receivables and other current
               assets                                            (402,908)       206,848            86,658      (142,360)
         Increase in operating liabilities:
            Accounts payable and accrued expenses                 375,071        177,593           744,072       122,464
            Deferred revenues                                     112,692       (309,763)         (227,632)      (66,432)
----------------------------------------------------------------------------------------------------------------------------
 NET CASH USED IN OPERATING ACTIVITIES FROM CONTINUING
    OPERATIONS                                                    377,059     (1,708,827)        1,144,493       156,673
 NET CASH PROVIDED BY OPERATING ACTIVITIES FROM
    DISCONTINUED OPERATIONS                                             -        324,445                 -             -
----------------------------------------------------------------------------------------------------------------------------
          NET CASH PROVIDED BY (USED IN) OPERATING                377,059     (1,384,382)        1,144,493       156,673
             ACTIVITIES
----------------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of property and equipment                            (30,176)      (161,294)           (4,576)            -
    Purchase acquisitions, net of cash acquired                         -              -        (1,811,574)            -
    Capital expenditures and product development costs                  -              -                 -       (17,176)
    Prepaid merger costs                                         (257,812)             -          (421,966)            -
    Expenditures for signing bonuses                             (262,000)             -           (53,354)       (8,000)
    Advances to related party                                    (556,084)         34,731          698,782      (124,606)
    Other                                                         (62,500)             -            62,500             -
----------------------------------------------------------------------------------------------------------------------------
         NET CASH USED IN INVESTING ACTIVITIES FROM
            CONTINUING OPERATIONS                              (1,168,572)      (126,563)       (1,530,188)     (149,782)
----------------------------------------------------------------------------------------------------------------------------
 CASH FLOWS FROM FINANCING ACTIVITIES:
    Advances from stockholder                                     141,658        122,776            (1,224)      (63,173)
    Proceeds from line of credit                                        -        308,270                 -        34,000
    Repayments on line of credit                                        -        (57,799)                -       (16,408)
    Proceeds from loans payable                                   361,500        100,000           112,500       185,000
    Repayment of loans payable                                    (25,000)      (208,828)         (301,500)     (160,000)
    Proceeds from convertible debt notes payable                  595,000              -           100,000             -
    Proceeds from long-term debt                                  135,500        812,000           246,500             -
    Repayment of long-term debt                                  (347,493)             -           (91,648)            -
----------------------------------------------------------------------------------------------------------------------------
         NET CASH PROVIDED BY (USED IN) FINANCING
            ACTIVITIES FROM CONTINUING OPERATIONS                 861,165      1,076,419            64,628       (20,581)
----------------------------------------------------------------------------------------------------------------------------
 NET INCREASE (DECREASE) IN CASH                                   69,652       (434,526)         (321,067)      (13,690)
 CASH, BEGINNING OF YEAR                                           (7,233)       427,293            62,419        (7,233)
----------------------------------------------------------------------------------------------------------------------------
 CASH, END OF YEAR                                           $     62,419    $    (7,233)      $  (258,648)   $  (20,923)
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

          See accompanying notes to consolidated financial statements.


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES.

                                    BUSINESS

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

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

Big Content manages the creation, distribution (domestically and
internationally), and maintenance of all media holdings, including the Company's
media library of videotaped boxing events and current original television
programming. Media property assets also include the following series:

(a) Heavyweight Explosion: This series originated in 1994 and is a successful
boxing program. This monthly series is the anchor program of Eurosport's boxing
schedule and is seen in over 100 countries each month. It serves as a "farm
system" for heavyweight boxers and has been a force behind many of the current
top 20 heavyweight boxers.

(b) The World Championship Series: This series debuted in 1993 and enjoys a
large monthly global television audience. There are usually six events per year
distributed to leading networks worldwide.

(c) ThunderBox: ThunderBox owns, produces and distributes "ThunderBox," a
program which debuted in October 2000 and marks the return of weekly boxing on
free domestic television for the first time in over twenty years. CKP promotes
all of the boxers on ThunderBox. ThunderBox is centered around a sanctioned
heavyweight tournament where the best young boxing prospects compete to be the
next "ThunderBox Champion" and the next "Baddest Man on the Planet." The program
is successfully cleared in over 50% of the U.S. broadcast market and several
major corporations are advertisers and sponsors of the program. The ThunderBox
experience synthesizes boxing, music, fiction, Internet and interactive elements
and is intended to draw viewership from the 18-34 year old demographic segment.

Beginning March 16, 2002, the Company will have two reportable segments, CKP and
Big Content. For the three months ended March 31, 2002, the net assets, net
revenues and net loss of the Company are attributable primarily to the
operations of CKP.

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

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

                                  GOING CONCERN

The consolidated financial statements have been prepared assuming the Company
will continue as a going concern. At December 31, 2001, the Company had
deficiencies in working capital of $2,309,577 and stockholders' deficit of
$1,883,363 and there is substantial doubt about the Company's ability to
continue as a going concern unless it is able to obtain additional financing.
During the year ended December 31, 2001 and for the three months ended March 31,
2002, the Company has successfully obtained external financing through private
placements of convertible debt and the Company has subsequently converted some
of the debt to equity. The Company continues to explore sources of additional
financing to satisfy its current operating requirements.

On April 30, 2002, a wholly-owned subsidiary (the "Merger Sub") of Zenascent,
Inc. ("Zenascent"), a public company, merged with and into CKB. The Merger Sub
ceased to exist and CKB became a wholly-owned subsidiary of Zenascent. Zenascent
also has recurring losses and a stockholders' deficit as of January 31, 2002.
There can be no assurance that any funds required during the next twelve months
or thereafter can be generated from operations or that if such required funds
are not internally generated 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 significantly dilutive effect on the Company's existing
shareholders.

To enhance the Company's longer term prospects, in April 2002, CKB's management
entered into a strategic co-promotional agreement with another promoter whereby
CKB is entitled to a percentage of gross profit on each event it co-promotes.
The initial cash outlay for this arrangement is minimal. The Company has also
completed a pilot television series which if successful will produce revenue
streams into the foreseeable future. There can be no assurance that the
co-promotion arrangement or the television series will be successful or that
sufficient capital will be available to fund operations. There is substantial
doubt about the Company's ability to continue as a going concern. The
accompanying consolidated financial statements do not include any adjustments
relating 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.

                           PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Cedric Kushner
Boxing, Inc. and all of its wholly-owned subsidiaries including Big Content as
of March 15, 2002 (see Note 20) (collectively, the "Company"). All intercompany
accounts and transactions are eliminated in consolidation.

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

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

                          UNAUDITED INTERIM INFORMATION

The information presented for the three month periods ended March 31, 2002 and
2001, has not been audited. In the opinion of management, the unaudited interim
financial statements include all adjustments, consisting only of normal
recurring adjustments, necessary to present fairly the Company's financial
position as of March 31, 2002 and the results of its operations and its cash
flows for the three months ended March 31, 2002 and 2001, and the stockholder's
deficit for the three months ended March 31, 2002.

                               REVENUE RECOGNITION

(a) CKP

o Fight revenue

Promotional fight revenue is comprised of box office ticket sales, site fee
income and sponsorships and endorsements. Fight revenue is recognized when an
event takes place.

o 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 when an event takes place.

In addition, the Company receives payments from third parties in advance of
future boxing events. These prepayments are accounted for as deferred revenue
and are recognized when the events occur. As of December 31, 2001 and March 31,
2002, approximately $445,000 and $218,000, respectively, has been deferred.

(b) Big Content

o Advertising

Advertising revenue is recognized when the commercials are aired.

o Television rights and fees

Television series are initially produced for the broadcast 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.

Inventories of television products are stated at the lower of unamortized cost
or net realized value. Cost principally consists of direct production costs and
production overhead. The television series are amortized, and the related
participations and residuals are accrued, based on the proportion that current
revenues from the film or series bear to an estimate of

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

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

total revenues anticipated from all markets. These estimates are revised
periodically and losses, if any, are provided in full. Media inventories
generally include the unamortized cost of completed television series in
production pursuant to a contract of sale and the video library.

                             PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation and amortization are
provided over the estimated useful lives, utilizing both the straight-line and
accelerated methods as follows:



         -------------------------------------- ----------------------
          Machinery, furniture and fixtures 5-7 years
          Vehicles 5 years
          Website 3 years
          Set and ring costs 5 years
          Leasehold improvements Life of asset
         -------------------------------------- ----------------------



                                LONG-LIVED ASSETS

Long-lived assets, such as property and equipment, are evaluated for impairment
when events or changes in circumstances indicate that the carrying amount of the
assets may not be recoverable through the estimated undiscounted future cash
flows from the use of these assets. When any such impairment exists, the related
assets will be written down to fair value.

                                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.

Video and television libraries acquired through the Big Content acquisition
(Note 20) are amortized over a useful life of up to 20 years using the
straight-line method. Amortization of intangible assets was approximately $-, $-
and $15,000 for the years ended December 31, 2001 and 2000 and for the three
months ended March 31, 2002.

                                ADVERTISING COSTS

Advertising costs are expensed as incurred and totaled $37,000 and $108,000 in
2001 and 2000, respectively.

                                       11
<PAGE>

                  CEDRIC KUSHNER BOXING, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

                                  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
basis. Deferred tax assets and liabilities are measured using enacted tax rates
expected to be recovered and settled.

                                USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

                       FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of cash, accounts receivable, and accounts payable
approximate fair value because of the immediate or short-term maturity of these
financial instruments. The carrying amount reported for long-term debt
approximates fair value because certain of the underlying instruments are at
variable rates, which are repriced frequently. The remaining portion of
long-term debt approximates fair value because the interest approximates current
market rates for financial instruments with similar maturities and terms.

                          NEW ACCOUNTING PRONOUNCEMENTS

(a) In June 2001, the Financial Accounting Standards Board ("FASB") finalized
Statements of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations", and No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141
requires the use of the purchase method of accounting and prohibits the use of
the pooling-of-interests method of accounting for business combinations
initiated after June 30, 2001. SFAS No. 141 also requires that the Company
recognize acquired intangible assets apart from goodwill if the acquired
intangible assets meet certain criteria. SFAS No. 141 applies to all business
combinations initiated after June 30, 2001 and for purchase business
combinations completed on or after July 1, 2001. It also requires, upon adoption
of SFAS No. 142, that the Company reclassify, if necessary, the carrying amounts
of intangible assets and goodwill based on the criteria in SFAS No. 141.

SFAS No. 142 requires, among other things, that companies no longer amortize
goodwill, but instead test goodwill for impairment at least annually. In
addition, SFAS No. 142 requires that the Company identify reporting units for
the purposes of assessing potential future impairments of goodwill, reassess the
useful lives of other existing recognized intangible assets, and cease
amortization of intangible assets with an indefinite useful life. An intangible
asset with an indefinite useful life should be tested for impairment in
accordance with the guidance in SFAS No. 142. SFAS No. 142 is required to be
applied in fiscal years beginning after December 15, 2001 to all goodwill and
other intangible assets recognized at that date, regardless of when those assets

                                       12
<PAGE>

                  CEDRIC KUSHNER BOXING, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

were initially recognized. SFAS No. 142 also requires the Company to complete a
transitional goodwill impairment test within six months from the date of
adoption. The Company is also required to reassess the useful lives of other
intangible assets within the first interim quarter after adoption of SFAS No.
142. The Company believes that the adoption of SFAS No. 141 and SFAS No. 142
will not have a material impact on the Company's financial position or results
of operations.

The Company adopted the new rules on accounting for goodwill and other
intangible assets beginning in the first quarter of fiscal 2002. Effective with
the adoption of SFAS No.142, goodwill is no longer amortized but is instead
subject to an annual impairment test. The transitional impairment test in
connection with the adoption of SFAS No. 142 will be completed by the end of the
second quarter of fiscal 2002.

(b) In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets". This statement supercedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of ", and amends Accounting Principles Board Opinion No. 30,
"Reporting Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions". SFAS No. 144 retains the fundamental provisions of
SFAS No. 121 for recognition and measurement of impairment, but amends the
accounting and reporting standards for segments of a business to be disposed of.
SFAS No. 144 is effective for fiscal years beginning after December 15, 2001,
and interim periods within those fiscal years, with early application
encouraged. The provisions of SFAS No. 144 generally are to be applied
prospectively. The Company believes that the adoption of SFAS No. 144 will not
have a material impact on the Company's financial position or results of
operations.

2. CONCENTRATION OF CREDIT RISK. Revenue from sales to one customer accounted
for approximately 71%, 72% and 79% of revenues for the years ended December 31,
2001 and 2000 and for the three months ended March 31, 2002, respectively. Two
customers attributed to approximately 80% of the total accounts receivable
balance as of December 31, 2001. Four customers attributed to approximately 82%
of the total accounts receivable balance as of March 31, 2002.

3. NOTE RECEIVABLE. In July 2001, the Company loaned an independent boxer
$250,000 in exchange for a promissory note. The note bears interest at a
floating rate equal to the rate publicly announced from time to time by the Bank
of America National Trust and Savings Association in San Francisco, California.
The principal and accrued but unpaid interest on this note is due to the Company
within ten business days after the boxer's second professional boxing match
following the issuance of the promissory note. The Company collected the note in
June 2002.

4. PREPAID SIGNING BONUSES. During 1998, the Company began a signing bonus
policy whereby it paid a signing bonus to a boxer upon the execution of a two-
or three-year contract. The basis of all signing bonuses paid are amortized on a
straight-line basis over the term of the respective boxer's contract. In 2001
and 2000, the Company paid approximately $262,000 and $-0- in signing bonuses
and the amortization of all bonuses for 2001 and 2000 was approximately $369,000
and $511,000, respectively.

                                       13
<PAGE>

                  CEDRIC KUSHNER BOXING, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

5. ADVANCES TO RELATED PARTY. The Company made noninterest-bearing advances of
approximately $556,000 and $405,000 for the years ended December 31, 2001 and
2000 respectively to an entity partially owned by a stockholder of the Company.
All amounts are payable on demand.

In March 2002, the Company acquired 100% of the related party entity (see
Note 20).

6. MEDIA INVENTORIES. Media inventories (acquired in connection with the Big
Content acquisition, see Note 20) consist of:
<TABLE>
<CAPTION>

                                          December 31, 2001    March 31, 2002
----------------------------------------- ------------------- ------------------
<S>                                                 <C>            <C>
Film costs - television:
   Released, (included acquired library
      and licenses) net of amortization
      of $-0- and $12,783                    $          -         $5,677,217
Film costs - library, net of
   amortization of $- and $2,445                                   1,187,555
----------------------------------------- ------------------- ------------------
      Total media inventories                                      6,864,772
Less: Current portion of inventory                      -            343,239
----------------------------------------- ------------------- ------------------
      Total non-current media             $             -         $6,521,533
        inventories
----------------------------------------- ------------------- ------------------
</TABLE>


Excluding acquired licenses, 100% of unamortized film costs for released film
episodes is expected to be amortized within two years. Approximately $343,000 of
released and completed films are expected to be amortized during the next twelve
months.

7. PROPERTY AND EQUIPMENT. Property and equipment consist of the following:
<TABLE>
<CAPTION>

                                          December 31, 2001    March 31, 2002
----------------------------------------- ------------------- ------------------
<S>                                              <C>                <C>
Machinery, furniture and fixtures                $182,334           $186,910
Vehicles                                           51,726             51,726
Leasehold improvements                            168,300            168,300
Website                                                 -             45,000
Set and ring costs                                      -            168,000
----------------------------------------- ------------------- ------------------
                                                  402,360            619,936
Less:  Accumulated depreciation                   190,610            260,327
----------------------------------------- ------------------- ------------------
                                                 $211,750           $359,609
----------------------------------------- ------------------- ------------------
</TABLE>

                                       14
<PAGE>

                  CEDRIC KUSHNER BOXING, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

8. GOODWILL AND OTHER INTANGIBLES, NET.
<TABLE>
<CAPTION>



                          Estimated
                            Lives       December 31, 2001     March 31, 2002
----------------------   -----------   -------------------   ---------------

<S>                         <C>              <C>                 <C>
Goodwill                      -             $42,500             $248,660

Other                        1 year           20,000              30,000
----------------------   -----------   -------------------   ---------------
                                             $62,500             $278,660
----------------------   -----------   -------------------   ---------------
</TABLE>


Goodwill represents the excess of the purchase price of acquisitions over the
fair value of identifiable net assets acquired. During the three months ended
March 31, 2002, the increase in goodwill is due to the acquisition of Big
Content. Other intangibles include deferred financing costs and are being
amortized over the maturity of the debt.

9. MERGERS AND ACQUISITIONS. On March 15, 1999, the Company and its majority
stockholder entered into a Stock Purchase Agreement (the "Agreement") to sell to
two unrelated third party entities (the "Purchasers") 51% (or 510 shares) of the
Company's common stock in exchange for cash consideration of $5,550,000 (the
Company sold 345 shares of common stock and received proceeds of $3,200,000 in
the form of cash and a $1,750,000 forgiveness of debt). In addition, the Company
received all 200 outstanding shares of a subsidiary company of one of the
Purchasers (the "Subsidiary").

The Agreement also provided that from January 1, 2001 to July 31, 2004, the
Purchasers have the option to put their shares to the Company for a payment of
$3,600,000. The $3,600,000 had been recorded as redeemable common stock outside
of stockholders' deficit until March 25, 2000.

On March 25, 2000, the Company entered into a Restructuring Agreement (the
"Restructuring Agreement") to repurchase from the Purchasers the 510 outstanding
shares of the Company's common stock in exchange for 80% of the current and
future intellectual property rights owned by the Company and all of the 200
outstanding shares of the Subsidiary (see Note 10).

All parties involved above signed a mutual general release whereby the Company
was released from all liabilities and obligations of the March 15, 1999
Agreement with the Purchasers. The Company recorded the $3,600,000 of previously
redeemable common stock as common stock and additional paid-in capital in
stockholders' deficit as a result of the Restructuring Agreement.

Simultaneously, the Company entered into an exchange agreement with a
stockholder whereby the Company transferred 20% of current and future
intellectual property rights owned by the Company to the stockholder in exchange
for the stockholder transferring to the Company 60.5 of his shares of the
Company's common stock.

                                       15
<PAGE>

                  CEDRIC KUSHNER BOXING, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

On the Company's balance sheet at March 25, 2000, the intellectual property
rights were recorded at a nominal value and thus the Company has recorded a cost
of zero paid for the purchase of its treasury stock.

In addition, the Restructuring Agreement provides the Company with an option to
purchase for $5,500,000, 5,500,000 shares (the "Option Shares") of a related
party company (Big Content, Inc.) (see Note 20), owned 20% by a stockholder of
the Company, at any time during the five-year period beginning March 25, 2000.

Also, the Restructuring Agreement provides that if the Company issues a warrant
to the majority stockholder of Big Content to purchase 1,000,000 shares of
Zenascent common stock, the Company will have the option to purchase 15 shares
of Big Content for $1,000,000.

The Restructuring Agreement also gives the right, after March 25, 2005, to the
majority stockholder and a second stockholder of Big Content to put to the
Company all the Option Shares not purchased by the Company for the pro rata
portion of a repurchase amount related to the Option Shares.

Under the Restructuring Agreement, the Company is required to make weekly
payments of $5,000 to the majority stockholder of Big Content as partial
payments toward the purchase of the Option Shares. Also, if the Company receives
net payments related to a particular fighter or event in excess of $500,000 then
the majority stockholder of Big Content shall receive 10% of gross revenues to
be applied against the purchase of the Option Shares. In accordance with the
Restructuring Agreement the Company accrues an asset and corresponding liability
for the weekly payments due. At December 31, 2001 and March 31, 2002, the
Company made payments of approximately $43,000 and $185,000, respectively,
towards the purchase of option shares. The amounts are shown net on the
Company's balance sheet in other assets.

On April 30, 2002, as a result of the merger with Zenascent this amount will be
applied against the purchase price (see Note 21).

10. DISCONTINUED OPERATIONS. On March 15, 1999, the Company acquired all the
outstanding shares of Media Partners America (the "Subsidiary") (see Note 9).
The Subsidiary was a separately operating subsidiary of the Company from the
date of acquisition and thus its assets, results of operations, and activities
were clearly distinguished for financial reporting purposes. On March 25, 2000,
as part of a restructuring agreement, the Company sold all its outstanding
shares of the Subsidiary. Accordingly, the Subsidiary has been presented as a
discontinued operation for the year ended December 31, 2000 and the related
statements of operations and cash flows for the year then ended have been
restated to conform with this presentation.

For the period January 1, 2000 through March 25, 2000, the Subsidiary's
operations resulted in income from discontinued operations of approximately
$275,000. Upon disposal, the Company was reimbursed approximately $336,000 by
the buyer for operating the business. This amount has been recorded as a gain on
disposal at March 25, 2000.

                                       16
<PAGE>

                  CEDRIC KUSHNER BOXING, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

11 . LINE OF CREDIT. The Company has a line of credit with a bank. The maximum
borrowing amount on this line of credit is $250,000, of which the Company had
drawn down $248,270 as of December 31, 2001. Unpaid principal and accrued
interest is payable on August 2, 2002. Interest is payable at an interest rate
of 8.5% per annum. The credit line is secured by accounts receivable and the
Company's contracts with boxers.

12. LOANS PAYABLE. The Company entered into various loan agreements with third
parties throughout the fiscal year ending December 31, 2001. These agreements do
not specify terms or related interest rates and are payable on demand. Interest
related to these loans totaled $93,000 for the year ended December 31, 2001. The
combined principal balances on a total of six and seven loans outstanding as of
December 31, 2001 and March 31, 2002 was $436,500 and $247,500, respectively.

13. DUE TO STOCKHOLDER. The Company utilizes free office space owned by a
stockholder. Rent for this space has been imputed at a monthly rate of
approximately $2,500 per month and, accordingly, $30,000 has been included in
additional paid-in capital for the years ended December 31, 2001 and 2000. The
Company's president and majority stockholder does not receive a salary for his
services. As such, the Company has accrued an annual salary of $165,000 for the
years ended December 31, 2001 and 2000 and, accordingly, has recorded this
amount as additional paid-in capital.

A stockholder loaned approximately $140,000 and $250,000 to the Company during
the years ended December 31, 2001 and 2000, respectively, which was used to
repay a portion of the Company's outstanding loans payable. As of December 31,
2001 and March 31, 2002, the Company owed the majority stockholder approximately
$188,000 and $186,000, respectively. This amount is payable on demand and is
non-interest bearing.

The stockholder made advances to the Company of approximately $125,000 and
$256,000 during the years ended December 31, 2001 and 2000, respectively, which
the Company used for working capital. The Company made repayments to the
stockholder approximating $286,000 and $255,000 during years ended December 31,
2001 and 2000, respectively.

14. LONG-TERM DEBT. Long-term debt consists of:

<TABLE>
<CAPTION>


                                       December 31,          March 31,
                                           2001                2002
--------------------------------- -------------------    ----------------
<S>                                     <C>                    <C>
Loans payable (a)                       $684,162          $   609,162
Note payable (b)                         194,226              177,578
Promissory note (c)                       50,000              296,500
Acquisition note payable (d)                   -            1,000,000
--------------------------------- -------------------    -----------------
                                         928,388            2,083,240
Less:  Current maturities                566,591              813,091
--------------------------------- -------------------    -----------------
Total long-term debt                    $361,797           $1,270,149
--------------------------------- -------------------    -----------------
</TABLE>



                                       17
<PAGE>


                  CEDRIC KUSHNER BOXING, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

(a) Loans Payable

The Company has a loan agreement with a third party with an original principal
amount of $800,000. Principal is payable monthly at $25,000 per month plus
interest at the prime rate as reported by the Bank on the first day of each
calendar quarter. At December 31, 2001, the prime rate was 4.75%. The balance of
this loan is secured by the assets of the Company and is personally guaranteed
by one of the stockholders. This loan matures on September 30, 2003, at which
time the Company is required to make a final payment of the full outstanding
principal amount and all accrued interest.

The Company has another loan agreement with a third party for $500,000. The loan
is noninterest bearing and is payable on demand. The balance on this loan as of
December 31, 2001 and March 31, 2002 is $150,000.

(b) Note Payable

The Company had a $200,000 credit line through a bank. During 2001, the line of
credit expired and thus the bank converted the outstanding amount to a note
payable. The note is payable in 36 monthly principal payments of $5,549 plus 6%
interest.

(c) Promissory Note

The Company has a promissory note due to Zenascent (See Note 21). The note is
for an aggregate of $296,500 and the proceeds were received by the Company in
five installments beginning on August 2, 2001. The principal plus any accrued
interest at 10% is payable in quarterly installments beginning May 1, 2002.
Unpaid principal and accrued interest are payable in full on January 31, 2003.
At April 30, 2002 the note was cancelled as part of the Zenascent merger
agreement (see Note 21).

(d) Acquisition Note Payable

On March 15, 2002, the Company acquired all of the outstanding stock of Big
Content (See Note 20). As part of the consideration for the acquisition, the
Company issued a promissory note for $1,000,000 to the sellers. The note bears
interest at 10% per annum and is payable monthly beginning April 1, 2002. The
note is due on March 14, 2012.

As of December 31, 2001, the aggregate amounts of long-term debt maturing in
each of the next three years are as follows: 2002- $566,591, 2003 - $300,753 and
2004 - $61,044.

15. CONVERTIBLE DEBT. During 2001, the Company entered into note and warrant
agreements with various third parties for a combined total of $595,000 with
interest due on the outstanding principal amount at the rate of 10% per year,
compounded annually. Principal and accrued interest shall be due on or before
the earlier of either January 31, 2003 or an "event of default" as defined in
the notes. Upon the closing of a merger agreement between the Company and
Zenascent, all principal and interest due on these notes shall be converted into
shares of common stock, par value $.01 per share, of Zenascent at a conversion
price equal to $1.00 per share.

                                       18
<PAGE>

                  CEDRIC KUSHNER BOXING, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

Additionally, on April 30, 2002 Zenascent issued 297,500 warrants to the debt
holders on behalf of the Company to purchase shares of Zenascent common stock at
an exercise price of $.50 per share. The warrants expire on April 30, 2007.

Due to the beneficial conversion feature, the Company has applied 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 an addition to paid-in capital. Additionally, the fair
value of the warrants was calculated and recorded as a further reduction to the
carrying amount and an addition to paid-in capital. The Company therefore
recorded a total debt discount of $595,000 and is amortizing the discount over
the term of the debt. Amortization for the year ended December 31, 2001 and the
three months ended March 31, 2002 was approximately $72,000 and $119,000,
respectively, and this amortization is recorded as interest expense.

As of December 31, 2001, the Company incurred approximately $20,000 to raise
capital. This amount is being amortized over the repayment period of the debt.

Through April 30, 2002, Zenascent had raised an additional $628,000 through the
issuance of note and warrant agreements similar to the above. The notes shall be
due on or before the earlier of either June 30, 2003 or an "event of default" as
defined in the notes. Upon the closing of a private placement subsequent to the
Zenascent merger (Note 21) the notes will automatically be converted into shares
of common stock of Zenascent at a conversion price equal to $1.00 per share. The
notes may also be converted at any time prior to that at the option of the
holder of the note at a conversion price equal to $1.00 per share. The notes
bear interest at 10% per annum, compounded annually. As of March 31, 2002, in
accordance with the merger agreement, Zenascent advanced $100,000 from these new
notes to the Company.

Additionally, Zenascent issued 314,000 warrants to purchase shares of Zenascent
common stock at an exercise price of $.50 per share. The warrants expire five
years from their issuance date. As of March 31, 2002, the Company has recorded
additional debt discount of $100,000 related to these warrants.

16. INCOME TAXES. For the year ended December 31, 2001, actual income tax
expense differs from the amount computed by applying the U.S. Federal corporate
income tax rate of 34% to pre-tax earnings, as a result of the Company utilizing
a portion of net operating losses to offset pre-tax income and as a result of
valuation allowances netted against other potential deferred tax assets.

For the year ended December 31, 2000, actual income tax benefit differs from the
amount computed by applying the U.S. Federal corporate income tax rate of 34% to
pre-tax loss, primarily as a result of valuation allowances netted against
potential deferred tax assets.

                                       19
<PAGE>

                  CEDRIC KUSHNER BOXING, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

The tax effects of temporary differences that give rise to the deferred tax
assets and deferred tax liabilities at December 31, 2001 are primarily
attributable to net operating loss carryforwards and allowance for doubtful
accounts.

At December 31, 2001, the Company has provided a 100% valuation allowance for
the deferred tax asset of approximately $2,200,000 because the ultimate
realization of this asset is uncertain.

At December 31, 2001, the Company has net operating loss carryforwards for
Federal tax purposes of approximately $5,700,000, which are available to offset
future taxable income, if any, through 2014. Under Federal Tax Law IRC Section
382, certain significant changes in ownership of the Company may restrict the
future utilization of these tax loss carryforwards.

17. COMMITMENTS AND CONTINGENCY.

                               Promotional Rights

During the normal course of business, the Company enters into contracts with
fighters granting the Company exclusive promotional rights to the fighter's
professional boxing career. A typical contract is for a three-year period and
guarantees the fighter six fights in the first year, five fights in the second
year, and four fights in the third year. The Company guarantees to pay the
fighter a purse ranging from $5,000 to $100,000 in the first year, $7,500 to
$125,000 in the second year and $15,000 to $150,000 in the third year, plus
three round-trip airline tickets, hotel accommodations and meals. The contract
provides for increased purse payments should any bout be for a title or
broadcast on network television. The Company has the option to terminate the
contract in the event a fighter loses a bout. For the year ended December 31,
2001, the Company had approximately 38 fighters under contract.

18. LITIGATION. In the normal course of business, the Company may be involved in
disputes concerning contractual rights and breach of contract related to its
boxers and the promotion of boxing events. At December 31, 2001, the Company had
accrued approximately $449,000 related to one of these disputes. Any outcome
related to other ongoing disputes cannot be estimated and the results may be
material to the business. During 2001 and 2000, the Company was the plaintiff in
two such disputes. In each of the two cases, the Company was able to reach a
settlement with the defendant and received approximately $2,000,000 in the year
ended December 31, 2001. Legal fees related to these disputes totaled
approximately $734,000 for 2001. The net amount has been recorded as revenue in
the Company's consolidated statements of operations.

                                       20
<PAGE>

                  CEDRIC KUSHNER BOXING, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

19. SUPPLEMENTAL CASH FLOW INFORMATION.
<TABLE>
<CAPTION>



                                      Year ended            Three months ended
                                     December 31,                March 31,
 ---------------------------- --------------------------- ----------------------
                                   2001          2002         2002        2001
 ---------------------------- -------------- ------------ ----------- ----------
<S>                                 <C>           <C>           <C>        <C>
 Cash   paid    during   the
    period for:
   Interest                       $109,583    $  23,475    $   22,955    $12,505
Noncash transactions relating
  to investing and financing
  activities:
   Cancellation of redeemable
      common stock                       -    3,600,000             -          -
   Reclassification of loans
      payable repaid by
      stockholder on behalf
      of the Company               140,000      250,000             -          -
   Discount on debt issued         595,000            -       100,000          -
   Reissuance of treasury
      stock for purchase of
      Big Content                        -            -     4,079,699          -
   Promissory note issued for
      purchase of Big Conten             -            -     1,000,000          -
   -----------------------------------------------------------------------------
</TABLE>



20. BIG CONTENT ACQUISITION. In March 2002, the Company completed the
acquisition of Big Content, a company engaged in the business of acquiring,
adapting, selling, licensing and marketing boxing-related programming, whether
in film or other media.

The total purchase price of approximately $6,930,000 consisted of approximately
$4,049,000 in the Company's common stock (representing approximately 30 shares),
$1,000,000 in cash in the form of a promissory note (see Note 14(d)), cash
advances through March 15, 2002 aggregating approximately $1,801,000 and direct
transaction costs of $80,000. There was no readily available market value for
the Company's common stock and thus a value of approximately $4,049,000 was
ascribed as the estimated fair value based on the fair value of the assets
acquired.

The preliminary allocation of the purchase price of the assets acquired and
liabilities assumed based on the fair value as determined by an independent
appraisal of Big Content was as follows:
<TABLE>
<CAPTION>



----------------------------------------------------------------------------
<S>                                                              <C>
Other tangible assets                                            $  229,533
Video library                                                     1,190,000
Heavyweight explosion, Thunderbox and other intangible
  assets                                                          5,690,000
Goodwill                                                            248,660
Liabilities                                                        (428,193)
----------------------------------------------------------------------------
                                                                 $ 6,930,000
----------------------------------------------------------------------------
</TABLE>

                                    21
<PAGE>


                  CEDRIC KUSHNER BOXING, INC. AND SUBSIDIARIES

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONT'D)

Amortizable intangible assets acquired have the following estimated useful
lives:

                            Video Library - 20 years

Heavyweight explosion, ThunderBox and broadcast rights - 2 to 20 years.

Goodwill of approximately $249,000 represents the excess of the purchase price
over the fair value of the net tangible and intangible assets acquired, and is
deductible for tax purposes. In accordance with SFAS No. 142, goodwill is not
amortized and will be tested for impairment at least annually. The Company's
analysis of the media inventories and goodwill is required to be completed by
June 30, 2002. The Company is in the process of determining the breakout of the
media (i.e., trademarks, marketing rights, video rights, merchandising rights,
etc.) and will complete the analysis shortly.

The following unaudited pro forma information presents a summary of the results
of operations of the Company assuming the acquisition of Big Content occurred on
January 1, 2001:



                                     Year ended            Three months
                                   December 31, 2001    ended March 31, 2002
--------------------------------- -------------------   ------------------
Net revenues                           $19,983,902         $ 6,499,536
Net loss                                  (920,543)         (1,264,578)
--------------------------------- -------------------   ------------------



21. SUBSEQUENT EVENT. On April 30, 2002, a wholly-owned subsidiary ("Merger
Sub") of Zenascent, a public company, merged with and into the Company. The
Merger Sub ceased to exist and the Company became a wholly-owned subsidiary of
Zenascent. The Company's shareholders will receive Series B and Series C
Convertible Preferred Stock of Zenascent and a warrant to purchase 1,000,000
shares of Zenascent common stock. The holders of the Series B and Series C
Convertible Preferred Stock are entitled to 100 votes per share of Preferred
Stock. The Company's shareholders will thus have voting control of Zenascent
and, therefore, the merger has been accounted for as a reverse merger.

                                       22
<PAGE>

                                BIG CONTENT, INC.

                              FINANCIAL STATEMENTS
                     YEARS ENDED DECEMBER 31, 2001 AND 2000

INDEPENDENT AUDITORS' REPORT

Board of Directors and Stockholders
Big Content, Inc.
New York, New York

We have audited the accompanying balance sheet of Big Content, Inc. as of
December 31, 2001, and the related statements of operations, stockholders'
deficit and cash flows for each of the two years in the period ended December
31, 2001. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Big Content, Inc. at December
31, 2001, and the results of its operations and its cash flows for each of the
two years in the period ended December 31, 2001, in conformity with accounting
principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 1 to the financial
statements, the Company's significant operating losses and working capital
deficit as of December 31, 2001 raise substantial doubt about its ability to
continue as a going concern. Management's plans regarding those matters are also
described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.





                              /s/ BDO Seidman, LLP


                                  New York, NY



April 30, 2002

                                       23
<PAGE>

                                BIG CONTENT, INC.

                                  BALANCE SHEET

                                December 31, 2001
                                     ASSETS
                                    CURRENT:
<TABLE>
<CAPTION>



<S>                                                               <C>
   Cash                                                           $         17
   Accounts receivable                                                  42,351
   Prepaid expenses                                                    112,500
   Media inventories                                                   367,612
-------------------------------------------------------------------------------
        TOTAL CURRENT ASSETS                                           522,480
PROPERTY AND EQUIPMENT, NET OF ACCUMULATED DEPRECIATION                146,683
OTHER                                                                   81,232
-------------------------------------------------------------------------------
                                                                  $    750,395
-------------------------------------------------------------------------------
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
   Accounts payable and accrued expenses                          $    546,391
   Due to related parties                                              698,782
-------------------------------------------------------------------------------
        TOTAL CURRENT LIABILITIES                                    1,245,173
-------------------------------------------------------------------------------
STOCKHOLDERS' DEFICIT:
   Common stock, $.01 par value, 10,000,000 shares authorized,
     issued and outstanding                                            100,000
   Additional paid-in capital                                        1,776,479
   Accumulated deficit                                              (2,371,257)
-------------------------------------------------------------------------------
        TOTAL STOCKHOLDERS' DEFICIT                                   (494,778)
-------------------------------------------------------------------------------
                                                                  $    750,395
-------------------------------------------------------------------------------
</TABLE>



                See accompanying notes to financial statements.

                                       24
<PAGE>

                                BIG CONTENT, INC.

                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>




Year ended December 31,                                                         2001                   2000
----------------------------------------------------------------------- ---------------------- ----------------------
<S>                                                                         <C>                    <C>
REVENUES                                                                    $ 1,820,224            $    81,975
----------------------------------------------------------------------- ---------------------- ----------------------
EXPENSES:
   Operating (includes amortization of media inventories of
      $1,539,652 and $838,605, respectively)                                  2,562,620              1,228,272
   General and administrative                                                   206,801                104,515
   Depreciation  and amortization                                                40,643                 16,413
   Interest expense                                                              14,192                 -
----------------------------------------------------------------------- ---------------------- ----------------------
              TOTAL EXPENSES                                                  2,824,256              1,349,200
----------------------------------------------------------------------- ---------------------- ----------------------
NET LOSS                                                                    $(1,004,032)           $(1,267,225)
----------------------------------------------------------------------- ---------------------- ----------------------
                See accompanying notes to financial statements.
</TABLE>

                                       25
<PAGE>
                                BIG CONTENT, INC.

                       STATEMENTS OF STOCKHOLDERS' DEFICIT
<TABLE>
<CAPTION>


Years ended December 31, 2001 and 2000
----------------------------------------------------- ------------------------------ --------------- --------------- --------------
                                                      Common stock, $.01 par value      Additional                       Total
                                                      ------------------------------     paid-in      Accumulated     stockholders'
                                                          Shares         Amount          capital        deficit         deficit
----------------------------------------------------- --------------- -------------- --------------- --------------- --------------
<S>                                                     <C>               <C>          <C>           <C>             <C>
Issuance of shares to founding stockholders             10,000,000        $100,000     $        -    $   (100,000)   $           -
Sale of 17% of ThunderBox properties                             -               -      1,406,000               -       1,406,000
Net loss                                                         -               -              -      (1,267,225)     (1,267,225)
----------------------------------------------------- --------------- -------------- --------------- --------------- --------------
BALANCE, DECEMBER 31, 2000                              10,000,000         100,000      1,406,000      (1,367,225)        138,775
Forgiveness of related party debt                                -               -        370,479               -         370,479
Net loss                                                         -               -              -      (1,004,032)     (1,004,032)
----------------------------------------------------- --------------- -------------- --------------- --------------- --------------
 BALANCE, DECEMBER 31, 2001                             10,000,000        $100,000     $1,776,479     $(2,371,257)   $   (494,778)
----------------------------------------------------- --------------- -------------- --------------- --------------- --------------

</TABLE>
                See accompanying notes to financial stateme

                                       26
<PAGE>
                                BIG CONTENT, INC.

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>


Year ended December 31,                                                                 2001                   2000
----------------------------------------------------------------------- ---------------------- ----------------------
<S>                                                                                     <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                                      $(1,004,032)           $(1,267,225)
----------------------------------------------------------------------- ---------------------- ----------------------
   Adjustments to reconcile net loss to net cash provided by (used
      in) operating activities:
        Depreciation and amortization                                                 40,643                 16,413
        Amortization of film costs                                                 1,539,652                838,605
        (Increase) decrease in operating assets:
           Accounts receivable                                                       (42,351)                     -
           Miscellaneous receivables and other current                              (112,500)                     -
           Advances to subsidiaries                                                   20,000                (20,000)
        Increase in operating liabilities:
           Accounts payable and accrued expenses                                     302,854                243,537
----------------------------------------------------------------------- ---------------------- ----------------------
              TOTAL ADJUSTMENTS                                                    1,748,298              1,078,555
----------------------------------------------------------------------- ---------------------- ----------------------
              NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                    744,266               (188,670)
----------------------------------------------------------------------- ---------------------- ----------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures and product development costs                             (1,395,694)            (1,543,175)
   Other                                                                             (91,971)                     -
----------------------------------------------------------------------- ---------------------- ----------------------
              NET CASH USED IN INVESTING ACTIVITIES                               (1,487,665)            (1,543,175)
----------------------------------------------------------------------- ---------------------- ----------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Advances from related parties                                                     701,164                368,097
   Advances from investor group                                                           -               1,406,000
----------------------------------------------------------------------- ---------------------- ----------------------
                                                                                     701,164              1,774,097
NET CASH PROVIDED BY FINANCING ACTIVITIES
----------------------------------------------------------------------- ---------------------- ----------------------
NET INCREASE (DECREASE) IN CASH                                                      (42,235)                42,252
CASH, BEGINNING OF YEAR                                                               42,252                      -
----------------------------------------------------------------------- ---------------------- ----------------------
CASH, END OF YEAR                                                           $             17          $      42,252
----------------------------------------------------------------------- ---------------------- ----------------------
</TABLE>
                 See accompanying notes to financial statements.

                                       27
<PAGE>
                                BIG CONTENT, INC.

                          NOTES TO FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

                                    BUSINESS

The Company 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. Media property assets also include the following series:

o Heavyweight Explosion: This series originated in 1994 and is a successful
boxing program. This monthly series is the anchor program of Eurosport's boxing
schedule and is seen in over 100 countries each month. It serves as a "farm
system" for heavyweight boxers and has been a force behind many of the current
top 20 heavyweight boxers.

o The World Championship Series: This series debuted in 1993 and enjoys a large
monthly global television audience. There are usually six events per year
distributed to leading networks worldwide.

o ThunderBox: ThunderBox owns, produces and distributes "ThunderBox," a program
which debuted in October 2000 and marks the return of weekly boxing on free
domestic television for the first time in over twenty years. Cedric Kushner
Promotions, Ltd (see below) promotes all of the boxers on ThunderBox. ThunderBox
is centered around a sanctioned heavyweight tournament where the best young
boxing prospects compete to be the next "ThunderBox Champion" and the next
"Baddest Man on the Planet." Several major corporations are advertisers and
sponsors of the program. The ThunderBox experience synthesizes boxing, music,
fiction, Internet and interactive elements and is intended to draw viewership
from the 18-34 year old demographic segment.

GOING CONCERN

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. Since its inception in 2000 through December
31, 2001 the Company has incurred losses totaling approximately $2,271,000.
Additionally, at December 31, 2001 the Company's current liabilities exceeded
its current assets by approximately $723,000.

On March 15, 2002, the Company was acquired by Cedric Kushner Boxing, Inc
("CKB"). However, CKB had deficits in working capital and equity at December 31,
2001 and there is substantial doubt about CKB's ability to continue as a going
concern unless it is able to obtain additional financing. During the year ended
December 31, 2001 CKB has successfully obtained external financing through
private placements of convertible debt and CKB has subsequently converted some
of the debt to equity. CKB continues to explore sources of additional financing
to satisfy its current operating requirements.

On April 30, 2002, a wholly-owned subsidiary (the "Merger Sub") of Zenascent,
Inc. ("Zenascent"), a public company, merged with and into CKB. The Merger Sub
ceased to exist and CKB became a wholly-owned subsidiary of Zenascent. Zenascent
also has recurring losses and a stockholders' deficit as of January 31, 2002.
There can be no assurance that any funds required during the

                                       28
<PAGE>


                                BIG CONTENT, INC.

                     NOTES TO FINANCIAL STATEMENTS (CONT'D)

next twelve months or thereafter can be generated from operations or that if
such required funds are not internally generated 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 and CKB 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.

To enhance CKB's and the Company's longer term prospects, in April 2002, CKB's
management has entered into a strategic co-promotional agreement with another
promoter whereby CKB is entitled to a percentage of gross profit on each event
it co-promotes. The initial cash outlay for this arrangement is minimal. The
Company has also completed a pilot television series which if successful will
produce revenue streams into the foreseeable future. There can be no assurance
that the co-promotion arrangement or the television series will be successful or
that sufficient capital will be available to fund operations. There is
substantial doubt about the Company's ability to continue as a going concern.
The accompanying consolidated financial statements do not include any
adjustments relating 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.

                                REVENUE AND COSTS

Television series are initially produced for the broadcast 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.

Inventories of television products are stated at the lower of unamortized cost
or net realized value. Cost principally consists of direct production costs and
production overhead. The television series are amortized, and the related
participations and residuals are accrued, based on the proportion that current
revenues from the film or series bear to an estimate of total revenues
anticipated from all markets. These estimates are revised periodically and
losses, if any, are provided in full. Media inventories generally include the
unamortized cost of completed television series in production pursuant to a
contract of sale.

                             PROPERTY AND EQUIPMENT

Property and equipment are stated at cost. Depreciation and amortization are
provided over the estimated useful lives, utilizing the straight-line method as
follows:

Website 3 years Set costs 5 years Boxing ring costs 5 years

                                       29
<PAGE>

                                BIG CONTENT, INC.

                     NOTES TO FINANCIAL STATEMENTS (CONT'D)

                                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. A zero value has been recorded for the intangible assets
acquired in the initial capitalization of the Company because in substance the
right of ownership did not pass from the creator, CKB, to the Company (see Note
8).

The Company received a valuation from an independent appraiser who valued the
video library as of March 29, 2002 at approximately $1,190,000 (unaudited) and
the Heavyweight Explosion, ThunderBox and other related intangible assets at
approximately $5,690,000 (unaudited). These amounts are not reflected in the
accompanying financial statements.

                                LONG-LIVED ASSETS

Long-lived assets are evaluated for impairment when events or changes in
circumstances indicate that the carrying amount of the assets may not be
recoverable through the estimated undiscounted future cash flows from the use of
these assets. When any such impairment exists, the related assets will be
written down to fair value.

                                ADVERTISING COSTS

Advertising costs are expensed as incurred and totaled $20,000 and $11,000 in
2001 and 2000, respectively.

                                  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
basis. Deferred tax assets and liabilities are measured using enacted tax rates
expected to be recovered and settled.

                      FAIR VALUE OF FINANCIAL INSTRUMENTS

The carrying amounts of cash, accounts receivable, and accounts payable
approximate fair value because of the immediate or short-term maturity of these
financial instruments.

                                USE OF ESTIMATES

The preparation of the financial statements in conformity with generally
accepted accounting principles requires management to make estimates and

                                       30
<PAGE>

                                BIG CONTENT, INC.

                     NOTES TO FINANCIAL STATEMENTS (CONT'D)

assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

                          NEW ACCOUNTING PRONOUNCEMENTS

(a) In June 2001, the Financial Accounting Standards Board ("FASB") finalized
Statements of Financial Accounting Standards ("SFAS") No. 141, "Business
Combinations", and No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141
requires the use of the purchase method of accounting and prohibits the use of
the pooling-of-interests method of accounting for business combinations
initiated after June 30, 2001. SFAS No. 141 also requires that the Company
recognize acquired intangible assets apart from goodwill if the acquired
intangible assets meet certain criteria. SFAS No. 141 applies to all business
combinations initiated after June 30, 2001 and for purchase business
combinations completed on or after July 1, 2001. It also requires, upon adoption
of SFAS No. 142, that the Company reclassify, if necessary, the carrying amounts
of intangible assets and goodwill based on the criteria in SFAS No. 141.

SFAS No. 142 requires, among other things, that companies no longer amortize
goodwill, but instead test goodwill for impairment at least annually. In
addition, SFAS No. 142 requires that the Company identify reporting units for
the purposes of assessing potential future impairments of goodwill, reassess the
useful lives of other existing recognized intangible assets, and cease
amortization of intangible assets with an indefinite useful life. An intangible
asset with an indefinite useful life should be tested for impairment in
accordance with the guidance in SFAS No. 142. SFAS No. 142 is required to be
applied in fiscal years beginning after December 15, 2001 to all goodwill and
other intangible assets recognized at that date, regardless of when those assets
were initially recognized. SFAS No. 142 also requires the Company to complete a
transitional goodwill impairment test within six months from the date of
adoption. The Company is also required to reassess the useful lives of other
intangible assets within the first interim quarter after adoption of SFAS No.
142. The Company believes that the adoption of SFAS No. 141 and SFAS No. 142
will not have a material impact on the Company's financial position or results
of operations.

(b) In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment
or Disposal of Long-Lived Assets". This statement supercedes SFAS No. 121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed Of ", and amends Accounting Principles Board Opinion No. 30,
"Reporting Results of Operations - Reporting the Effects of Disposal of a
Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring
Events and Transactions". SFAS No. 144 retains the fundamental provisions of
SFAS No. 121 for recognition and measurement of impairment, but amends the
accounting and reporting standards for segments of a business to be disposed of.
SFAS No. 144 is effective for fiscal years beginning after December 15, 2001,
and interim periods within those fiscal years, with early application
encouraged. The provisions of SFAS No. 144 generally are to be applied
prospectively. The Company believes that the adoption of SFAS No. 144 will not
have a material impact on the Company's financial position or results of
operations.

                                       31
<PAGE>

                                BIG CONTENT, INC.

                     NOTES TO FINANCIAL STATEMENTS (CONT'D)

2. PREPAID EXPENSES. The Company prepaid expenses for the syndication of the
ThunderBox series during 2000 and 2001. These costs cover the syndication of 33
episodes over a 33-month period. These expenses are expensed by the Company as
the episodes air at $12,500 per month. As of December 31, 2001, the prepaid
expense balance is $112,500.

3. MEDIA INVENTORIES. Media inventories consist of:



December 31, 2001
--------------------------------------------------------------------
Film costs -television:
   Released, net of amortization of $1,539,652            $236,870
   Development and pre-production                          130,742
--------------------------------------------------------------------
      Total media inventories                              367,612
Less:  Current portion of inventory                        367,612
--------------------------------------------------------------------
      Total noncurrent media inventories                  $      -
--------------------------------------------------------------------



4. PROPERTY AND EQUIPMENT. Property and equipment consist of the following:



December 31, 2001
--------------------------------------------------------------------
Website                                                   $ 25,000
Set costs                                                  160,000
Boxing ring costs                                            8,000
--------------------------------------------------------------------
                                                           193,000
Less:  Accumulated depreciation and amortization            46,317
--------------------------------------------------------------------
                                                          $146,683
--------------------------------------------------------------------



5. DUE TO RELATED PARTIES. An affiliated company made noninterest-bearing
advances to the Company. There are no specific repayment terms. The proceeds
were used for working capital.

6. FORGIVENESS OF RELATED PARTY DEBT. During the two years ended December 31,
2001, the Company received advances of approximately $376,000 from two related
party entities.

In fiscal 2001, both parties entered into agreements with the Company to
substantially forgive the outstanding debt. In the aggregate, the parties agreed
to accept principal in the amount of approximately $5,500 and accrued interest
of approximately $14,000. The remaining unpaid principal amount was forgiven
and, accordingly, the Company has recorded approximately $370,500 as additional
paid-in capital.

7. INCOME TAXES. For the years ended December 31, 2001 and 2000, actual income
tax benefit differs from the amount computed by applying the U.S. federal
corporate income tax rate of 34% to pre-tax loss, as a result of valuation
allowances netted against other potential deferred tax assets.

                                       32
<PAGE>

                                BIG CONTENT, INC.

                     NOTES TO FINANCIAL STATEMENTS (CONT'D)

The tax effects of temporary differences that give rise to the deferred tax
assets and deferred tax liabilities at December 31, 2001 are primarily
attributable to net operating loss carryforwards.

At December 31, 2001, the Company has provided a 100% valuation allowance for
the deferred tax asset because the ultimate realization of this asset is
uncertain.

At December 31, 2001, the Company has net operating loss carryforwards for
Federal tax purposes of approximately $2,271,000, which are available to offset
future taxable income, if any, through 2016. Under Federal Tax Law IRC Section
382, certain significant changes in ownership that the Company recently
underwent will restrict the future utilization of these tax loss carryforwards.

8. INITIAL CAPITALIZATION. On March 25, 2000, the Company entered into an
agreement with its founders to issue 10,000,000 shares of its common stock in
exchange for their 100% interest in intellectual property rights (i.e., the
video library). As a result of the agreement, Big Content owned 100% of the
intellectual property rights.

In addition, the agreement provided CKB with an option to purchase for
$5,500,000, 5,500,000 shares (the "Option Shares") of the Company's common stock
from two of the founders at any time during a five-year period beginning March
25, 2000. The agreement required minimum payments throughout the year that would
have been applied against the price of the option shares. The agreement also
gave the right to the same two founders, after March 25, 2005, to put to CKB all
the Option Shares not purchased by CKB for $5,500,000.

As a result of the above call and put options, there was no substantive change
in the risks and rewards related to the sale of the intellectual property and
thus CKB, the original owner of the intellectual property, retained its
ownership responsibilities. As such, the Company has not reflected any amount in
its financial statements for these assets.

9. SALE OF 17% OF THUNDERBOX. During 2000, the Company received an investment
totaling approximately $1,406,000 from a third-party investor group. The
proceeds were used to fund the Company's ThunderBox television series. The
Company and the investor group agreed to create a limited liability company with
the assets associated with ThunderBox and for the investor group to acquire 17%
of the limited liability company. The agreement also entitles the investor group
to receive 40% of the initial $250,000 of distributions made (if any) by the
Company. The Company has an option to repurchase the 17% of the limited
liability company from the investor group for a price determined by the
agreement. The Company has reflected the $1,406,000 as additional paid-in
capital as of December 31, 2001.

In connection with the Zenascent merger on April 30, 2002, the Company agreed to
issue 300,000 shares of Zenascent common stock to the investor group.

                                       33
<PAGE>

                                BIG CONTENT, INC.

                     NOTES TO FINANCIAL STATEMENTS (CONT'D)

10. SUPPLEMENTAL CASH FLOW INFORMATION.





Year ended December 31,                       2001                2000
--------------------------------------- ------------------- ------------------
Cash paid during the year for:
   Interest                                  $  14,192            $       -
Noncash transactions relating to
   investing and financing activities:
      Issuance of common stock to
        founders in exchange for
        intellectual property rights                 -              100,000
      Forgiveness of related party debt        370,479                    -
--------------------------------------- ------------------- ------------------


11. SUBSEQUENT EVENT. In March 2002, the Company sold all its outstanding shares
to CKB in exchange for cash and CKB common stock which as of April 30, 2002 is
convertible into Zenascent common stock as a result of the consummation of the
merger between CKB and Zenascent.


<PAGE>

                                       34

                                 ZENASCENT, INC.

             UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma consolidated financial information reflects
Zenascent, Inc.'s ("Zenascent") acquisition of Cedric Kushner Boxing, Inc.
("CKB"). The Unaudited Pro Forma Consolidated Balance Sheet gives effect to
Zenascent's purchase of 100% of the outstanding shares of CKB and subsidiaries
on April 30, 2002 and certain adjustments pertaining to the treatment of the
purchase as a reverse merger and recapitalization of CKB and subsidiaries as if
the merger had occurred on March 31, 2002. As consideration for the merger,
Zenascent issued to CKB's stockholders a warrant to purchase 1,000,000 shares of
Zenascent Common Stock, a consulting agreement, 399,752 shares of Zenascent
Series B Preferred Stock, convertible into approximately 39,975,200 shares of
Zenascent Common Stock and 27,923 shares of Zenascent Series C Preferred Stock,
convertible into approximately 2,792,300 shares of Zenascent Common Stock. The
holders of shares of Series B Preferred Stock and Series C Preferred Stock are
entitled to 100 votes per share of Preferred Stock. CKB's stockholders have
voting control of Zenascent and therefore the merger was accounted for as a
reverse merger. Zenascent's statements of operations for the year ended December
31, 2001 and the three months ended March 31, 2002 have not been included in the
unaudited pro forma consolidated financial information since Zenascent's only
operating activities were non-recurring expenses related to the preparation of
the Company as a shell and to the consummation of the merger with CKB.

The Unaudited Pro Forma Consolidated Financial Information also reflects CKB's
acquisition of Big Content, Inc. ("Big Content") on March 15, 2002. The
unaudited consolidated historical balance sheet and statement of operations of
CKB as of March 31, 2002 includes the financial position of Big Content as of
that date and the results of operations for the period from March 16, 2002
through March 31, 2002. Pro forma adjustments have been made to include Big
Content's results of operations from January 1, 2001 through March 15, 2002. In
connection with the merger with Big Content, the Company agreed to pay a
shareholder of Big Content $2,600,000 payable in weekly installments of $5,000
over ten years without interest. In accordance with the guidance in paragraph
37(k) of SFAS 141, this liability has been recorded at present values of amounts
determined utilizing appropriate current imputed interest rates. The Company has
determined that an appropriate imputed interest rate is 15% per annum. After
adjusting for the imputed interest, the present value of this liability as of
the date of merger was approximately $1,450,000.

Additionally, there are adjustments for certain financing transactions (all of
which occurred between May and June 2002 and were required as part of the
Zenascent merger agreement) that are accounted for in the unaudited pro forma
consolidated balance sheet as if each had occurred on March 31, 2002 and in the
combined statements of operations as if each had occurred on January 1, 2001.
The pro forma adjustments are described in the accompanying notes.

The Unaudited Pro Forma Consolidated Financial Information is presented for
informational purposes only and does not purport to represent what Zenascent's
financial position and results of operations would actually have been if the
aforementioned events had occurred on the date specified or to project
Zenascent's financial position at any future date. The Unaudited Pro Forma
Consolidated Financial Information should be read in conjunction with the CKB
and Big Content consolidated historical financial statements, and the notes
thereto, included elsewhere herein.

Zenascent reported its results on a January 31 year-end, whereas CKB reports on
a December 31 year-end. Upon consummation of the merger, Zenascent adopted CKB's
year-end.

                                       35
<PAGE>

                                 ZENASCENT, INC.

                 UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET


<TABLE>
<CAPTION>


March 31, 2002                                     Cedric Kushner
                                                    Boxing, Inc.                            Pro forma
                                                    Consolidated        Zenascent, Inc.   Adjustments                   Pro forma
------------------------------------------------ --------------------   ---------------  ---------------              ------------
<S>                                                    <C>                      <C>             <C>         <C>              <C>
ASSETS
CURRENT:

   Cash                                            $  (258,648)         $     1,750       $    795,500      (3)       $   538,602
   Accounts receivable, net                            161,555                    -                  -                    161,555
   Note receivable                                     250,000              296,500           (296,500)     (6)           250,000
   Media inventories                                   343,239                    -                  -                    343,239
   Other current assets                                141,250                    -                  -                    141,250
                                                     ----------          -----------        ----------     ------      ----------
        TOTAL CURRENT ASSETS                           637,396              298,250            499,000                  1,434,646
PROPERTY AND EQUIPMENT, NET OF ACCUMULATED
   DEPRECIATION                                        359,609                    -                                       359,609
NONCURRENT MEDIA INVENTORIES                         6,521,533                    -                  -                  6,521,533
PREPAID SIGNING BONUSES, NET OF ACCUMULATED
   AMORTIZATION                                         52,854                    -                  -                     52,854
PREPAID MERGER COSTS                                   599,778                    -                  -                    599,778
GOODWILL AND OTHER INTANGIBLES, NET                    278,660                    -                  -                    278,660
                                                     ----------          -----------        ----------     ------      ----------
                                                    $8,449,830           $  298,250        $    499,000               $ 9,247,080
                                                     ----------          -----------        ----------     ------      ----------
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
   Accounts payable and accrued expenses            $ 3,079,516         $   640,764                  -                $ 3,720,280
   Line of credit                                       248,270                   -                  -                    248,270
   Loans payable                                        247,500                   -                  -                    247,500
   Due to stockholder                                   186,455                   -                  -                    186,455
   Convertible debt, net of unamortized
      discount                                          191,129             650,000           (365,691)    (3,4,5)        475,438
   Current maturities of long-term debt                 813,091                   -            (36,500)      (1,6)        776,591
                                                     ----------          -----------        ----------     ------      ----------
        TOTAL CURRENT LIABILITIES                     4,765,961           1,290,764           (402,191)                 5,654,534
LONG-TERM DEBT                                        1,270,149                   -          1,189,000         (1)      2,459,149
DEFERRED REVENUES                                       217,701                   -                  -                    217,701
                                                     ----------          -----------        ----------     ------      ----------
        TOTAL LIABILITIES                             6,253,811           1,290,764            786,809                  8,331,384
                                                     ----------          -----------        ----------     ------      ----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY (DEFICIT):
   Preferred stock; Series A convertible                      -                1,350                 -                      1,350
   Preferred stock; Series B convertible                      -                    -             3,998         (1)          3,998
   Preferred stock; Series C convertible                      -                    -               279         (1)            279
   Common stock                                              10              100,090            10,130         (2)        110,230
   Treasury stock, at cost                                    -             (251,848)                -                   (251,848)
   Additional paid-in capital                         8,967,563           26,309,784       (26,850,797)  (1,2,3,5)      8,426,550
   Accumulated deficit                               (6,771,554)         (27,151,890)       26,548,581     (1,2,5)     (7,374,863)
                                                     ----------          -----------        ----------     ------      ----------
         TOTAL STOCKHOLDERS' EQUITY (DEFICIT)         2,196,019             (992,514)         (287,809)                   915,696
                                                     ----------          -----------        ----------     ------      ----------
                                                     $8,449,830         $    298,250      $    499,000                $ 9,247,080
                                                     ----------          -----------        ----------     ------      ----------
</TABLE>

                                       36
<PAGE>

                                 ZENASCENT, INC.

            UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS




<TABLE>
<CAPTION>

                                                                 Cedric
                                     Cedric                      Kushner
                                    Kushner     Big Content,  Boxing, Inc.    Pro forma
YEAR ENDED DECEMBER 31, 2001      Boxing, Inc.      Inc.      Consolidated   Adjustments      Pro forma
---------------------------------------------------------------------------------------------------------------
<S>                                  <C>              <C>           <C>           <C>             <C>
REVENUES:
  Fight revenues                $ 3,685,560     $        -     $ 3,685,560    $      -       $ 3,685,560
  Television rights and fees     13,200,569      1,455,945      14,656,514           -        14,656,514
  Litigation revenue              1,266,359              -       1,266,359           -         1,266,359
  Advertising revenue                     -        364,279         364,279           -           364,279
  Other                              11,190              -          11,190           -            11,190
---------------------------------------------------------------------------------------------------------------
    TOTAL REVENUES               18,163,678      1,820,224      19,983,902           -        19,983,902
---------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES:
  Cost of revenues               15,733,176      2,562,620      18,295,796           -        18,295,796
  General and administrative      1,674,823        206,801       1,881,624           -         1,881,624
  Amortization of signing
    bonuses                         368,554              -         368,554           -           368,554
  Depreciation and amortization      43,353         40,643          83,996           -            83,996
  Interest expense                  260,283         14,192         274,475      79,550(4)        354,025
---------------------------------------------------------------------------------------------------------------
    TOTAL EXPENSES               18,080,189      2,824,256      20,904,445      79,550        20,983,995
---------------------------------------------------------------------------------------------------------------
    INCOME (LOSS) FROM
      OPERATIONS                     83,489     (1,004,032)       (920,543)    (79,550)       (1,000,093)
---------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS)               $    83,489    $(1,004,032)    $  (920,543)   $(79,550)      $(1,000,093)
---------------------------------------------------------------------------------------------------------------
</TABLE>





<TABLE>
<CAPTION>


----------------------------------------------------------------------------------------------------------
<S>                                                                                             <C>
Weighted average common shares outstanding (basic and diluted)                                  8,442,992
Loss applicable to common stock:
   Net loss                                                                                   $(1,000,093)
   Preferred stock dividend -
     Series A                                                                                     (18,642)
----------------------------------------------------------------------------------------------------------
 Loss applicable to common stock                                                              ($1,018,735)
                                                                                              ------------
   Net Loss per share (basic and diluted)                                                          $(0.12)
                                                                                              ------------
----------------------------------------------------------------------------------------------------------
</TABLE>
                                       37
<PAGE>
                                 ZENASCENT, INC.

        UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (CONT'D)
<TABLE>
<CAPTION>

                                                                 Cedric
                                                                 Kushner
                                      Cedric                     Boxing,
  FOR THE THREE MONTHS ENDED         Kushner     Big Content,     Inc.        Pro forma
      MARCH 31, 2002               Boxing, Inc.      Inc.      Consolidated  Adjustments       Pro forma
---------------------------------------------------------------------------------------------------------
<S>                                     <C>            <C>          <C>           <C>                <C>
REVENUES:
  Fight revenues                 $   929,460     $         -   $   929,460   $       -    $     929,460
  Television rights and fees       5,489,008          32,400     5,521,408           -        5,521,408
  Advertising revenue                 19,158          20,990        40,148           -           40,148
  Other                                8,520               -         8,520           -            8,520
---------------------------------------------------------------------------------------------------------
    TOTAL REVENUES                 6,446,146          53,390     6,499,536           -        6,499,536
---------------------------------------------------------------------------------------------------------
OPERATING EXPENSES:
  Cost of revenues                 5,815,619       1,203,441     7,019,060           -        7,019,060
  General and administrative         573,024           1,543       574,567           -          574,567
  Amortization of signing bonuses      3,000               -         3,000           -            3,000
  Depreciation and amortization       11,250          12,667        23,917           -           23,917
  Interest expense                   143,570               -       143,570     523,759 (4,5)    667,329
---------------------------------------------------------------------------------------------------------
    TOTAL EXPENSES                 6,546,463       1,217,651     7,764,114     523,759        8,287,873
---------------------------------------------------------------------------------------------------------
NET LOSS                          $ (100,317)    $(1,164,261)  $(1,264,578)  $(523,759)     $(1,788,337)
---------------------------------------------------------------------------------------------------------
</TABLE>




<TABLE>
<CAPTION>


---------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>
Weighted average common shares outstanding (basic and diluted)                              10,287,471
Loss applicable to common stock:
   Net loss                                                                                $(1,788,337)
   Preferred stock dividend -
     Series A                                                                                   (8,100)
---------------------------------------------------------------------------------------------------------
Loss applicable to common stock                                                            $(1,796,437)
---------------------------------------------------------------------------------------------------------
Net loss per share (basic and diluted)                                                          ($0.17)
---------------------------------------------------------------------------------------------------------
</TABLE>
                                       38
<PAGE>

                                 ZENASCENT, INC.

                         UNAUDITED PRO FORMA ADJUSTMENTS



                                                     Debit             Credit

1.    Additional paid-in capital                 $  1,453,277
      Preferred stock, Series B convertible                         $    3,998
      Preferred stock, Series C convertible                         $      279
      Current maturities of long-term debt                          $  260,000
      Long-term debt                                                $1,189,000



To record issuance of (i)399,752 shares of Zenascent, Inc. ("Zenascent") Series
B convertible preferred stock, which are convertible into approximately
39,975,200 shares of Zenascent common shares, (ii)27,923 shares of Zenascent
preferred stock, Series C convertible into approximately 2,792,300 shares of
Zenascent common shares, (iii) a warrant to purchase 1,000,000 shares of
Zenascent common shares and a (iv)commitment to pay a shareholder of Big Content
$2,600,000 payable in weekly installments of $5,000 over ten years without
interest in exchange for the outstanding common shares of Cedric Kushner Boxing,
Inc. ("CKB"). The commitment has been recorded as additional purchase price and,
in accordance with the guidance in paragraph 37(k) of SFAS 141, the liability
has been recorded at present values of amounts determined utilizing appropriate
current imputed interest rates. The Company has determined that an appropriate
imputed interest rate is 15% per annum. After adjusting for the imputed
interest, the present value of this liability as of the date of merger was
approximately $1,450,000.

The acquisition has been accounted for as a reverse acquisition under the
purchase method of business combinations. The combination of the two companies
is recorded as a re-capitalization of CKB pursuant to which CKB is treated as
the continuing entity.



2.    Common stock                               $         10
      Additional paid in cap                     $ 27,151,880
      Accumulated deficit                                         $ 27,151,890



To eliminate the common stock of CKB and the accumulated deficit of Zenascent.



3.    Cash                                       $    795,500
      Debt discount                              $    794,500
      Convertible debt                                             $   795,500
      Additional paid-in capital                                   $   794,500



To record additional financing raised subsequent to March 31, 2002, as part of
the terms of the merger agreement and the related debt discount and beneficial
conversion feature.



4.    Interest expense (12 months)               $     79,550
      Interest expense (3 months)                $     19,888
      Convertible debt                                             $    99,438


To record interest on $795,500 of convertible debt from January 1, 2001.

                                       39
<PAGE>
                                 ZENASCENT, INC.

                    UNAUDITED PRO FORMA ADJUSTMENTS (CONT'D)



5.     Interest                                   $    503,871
       Convertible debt                           $    970,000
         Common stock                                               $    10,140
         Additional paid-in capital                                 $   959,860
         Debt discount                                              $   503,871



To record the conversion by the debt holders of convertible debt of $525,000
into approximately 569,027 shares of Zenascent common stock and the automatic
conversion of an additional $595,000 of convertible debt into 595,000 shares of
Zenascent common share in relation to financing raised as part of the Zenascent
merger. The associated debt discount has accordingly been expensed.

6. Current maturities of long-term debt $ 296,500 Note receivable $ 296,500

To eliminate note receivable due from CKB.


                                       40
<PAGE>
(c)  Exhibits:

  EXHIBIT  DESCRIPTION

     2.1* Amended and Restated Agreement and Plan of Merger, dated as of
          February 21, 2002, by and among Zenascent, Inc., Zenascent Newco Inc.,
          Cedric Kushner Boxing, Inc., Cedric Kushner Promotions, Ltd., Cedric
          Kushner and James DiLorenzo, was previously filed with the Securities
          and Exchange Commission as Exhibit 2.1 to Zenascent, Inc.'s Current
          Report on Form 8-K/A filed on February 27, 2002.

     2.2* Agreement and Plan of Merger, dated as of March 8, 2002, by and among
          Big Content, Inc., Big Content Acquisition Corp., Cedric Kushner
          Boxing, Inc., Cedric Kushner Promotions, Ltd., Mackin Charitable
          Remainder Trust and Livingston Investments, LLC.

     3.1* Certificate of Designation, Preferences and Rights of Series B
          Convertible Preferred Stock of Zenascent, Inc., filed with the
          Secretary of State of the State of Delaware on April 29, 2002.

     3.2* Certificate of Designation, Preferences and Rights of Series C
          Convertible Redeemable Preferred Stock of Zenascent, Inc., filed with
          the Secretary of State of the State of Delaware on April 29, 2002.

    10.1* Warrant to Purchase 1,000,000 shares of Common Stock, par value $0.01
          per share, issued by Zenascent, Inc., to Livingston Investments, LLC
          as of April 30, 2002.

    10.2* Promissory Note, in the original principal amount of $1,000,000,
          dated as of March 15, 2002, by Cedric Kushner Boxing, Inc., in favor
          of Mackin Charitable Remainder Trust.

    10.3* Letter Agreement dated as of April 25, 2002, by and between
          Zenascent, Inc. and Cedric Kushner, regarding the conversion of the
          Series B Convertible Preferred Stock, par value $0.01 per share, of
          Zenascent, Inc., held by Mr. Kushner.

    10.4* Letter Agreement dated as of April 25, 2002, by and between
          Zenascent, Inc. and James DiLorenzo, regarding the conversion of the
          Series B Convertible Preferred Stock, par value $0.01 per share, and
          Series C Convertible Redeemable Preferred Stock, par value $0.01 per
          share, of Zenascent, Inc., held by Mr. DiLorenzo.

    10.5* Letter Agreement, dated as of April 25, 2002, by and between
          Zenascent, Inc. and Livingston Investments, LLC, regarding the
          conversion of the Series C Convertible Redeemable Preferred Stock, par
          value $0.01 per share, of Zenascent, Inc., and the exercise of

                                       41
<PAGE>
          the Warrant to purchase 1,000,000 shares of Common Stock, par value
          $0.01 per share, of Zenascent, Inc., held by Livingston Investments,
          LLC.

    10.6* Consulting Agreement, dated as of April 30, 2002, by and among
          Zenascent, Inc., Big Content, Inc., Cedric Kushner Promotions, Ltd.,
          Cedric Kushner Boxing, Inc. and Livingston Investments, LLC.

    10.7* Distribution and Purchase Agreement, dated as of April 30, 2002, by
          and among Cedric Kushner, James DiLorenzo and Livingston Investments,
          LLC.

    10.8* Pledge and Security Agreement, dated as of March 15, 2002, by and
          among Big Content, Inc., Mackin Charitable Remainder Trust and
          Livingston Investments, LLC.

    10.9* Consulting Agreement, dated as of May 13, 2002, by and between
          Zenascent, Inc. and Investor Relations Services, Inc.

    10.10* Agreement, dated as of May 13, 2002, by and between Zenascent, Inc.
          and Summit Trading Limited.

    10.11* Consulting Agreement, dated as of May 1, 2002, by and between
          Zenascent, Inc. and Steven Angel.

    10.12* Form of Note and Warrant Purchase Agreement, between Cedric Kushner
          Promotions, Ltd. and various investors, entered into between September
          2001 through January 2002.

    10.13* Form of Promissory Note, by Cedric Kushner Promotions, Ltd. and in
          favor of various investors, entered into between September 2001
          through January 2002.

    10.14* Form of Warrant to purchase Common Stock, par value $0.01 per share,
          of Zenascent, Inc., issued to various investors between September 2001
          and January 2002.

    10.15* Form of Note and Warrant Purchase Agreement, between Zenascent, Inc.
          and various investors, entered into between December 2001 through
          April 2002, was previously filed with the Securities and Exchange
          Commission as Exhibit 10.18 to Zenascent, Inc.'s Annual Report on Form
          10-KSB filed on April 29, 2002.

    10.16* Form of Promissory Note, by Zenascent, Inc. and in favor of various
          investors, entered into between December 2001 through April 2002, was
          previously filed with the Securities and Exchange Commission as
          Exhibit 10.19 to Zenascent, Inc.'s Annual Report on Form 10-KSB filed
          on April 29, 2002.
                                       42
<PAGE>

   10.17* Form of Warrant to purchase Common Stock, par value $0.01 per share,
          of Zenascent, Inc., issued to various investors between December 2001
          through April 2002, was previously filed with the Securities and
          Exchange Commission as Exhibit 10.20 to Zenascent, Inc.'s Annual
          Report on Form 10-KSB filed on April 29, 2002.

   10.18* Form of Note and Warrant Purchase Agreement, between Zenascent, Inc.
          and various investors, entered into between March 2002 through May 10,
          2002, was previously filed with the Securities and Exchange Commission
          as Exhibit 10.25 to Zenascent, Inc.'s Annual Report on Form 10-KSB
          filed on April 29, 2002.

   10.19* Form of Promissory Note, by Zenascent, Inc. and in favor of various
          investors between March 2002 and May 10, 2002, was previously filed
          with the Securities and Exchange Commission as Exhibit 10.26 to
          Zenascent, Inc.'s Annual Report on Form 10-KSB filed on April 29,
          2002.

   10.20* Form of Warrant to purchase Common Stock, par value $0.01 per share,
          of Zenascent, Inc., issued to various investors between March 2002
          through May 10, 2002, was previously filed with the Securities and
          Exchange Commission as Exhibit 10.27 to Zenascent, Inc.'s Annual
          Report on Form 10-KSB filed on April 29, 2002.

    99.1* Press Release dated February 25, 2002 announcing the execution of the
          Amended and Restated Agreement and Plan of Merger, dated as of
          February 21, 2002, by and among Zenascent, Inc., Zenascent Newco Inc.,
          Cedric Kushner Boxing, Inc., Cedric Kushner Promotions, Ltd., Cedric
          Kushner and James DiLorenzo ("Zenascent, Inc. Announces Amended and
          Restated Agreement to Merge With One of the World's Most Successful
          Boxing Promoters, Cedric Kushner Boxing, Inc."), was previously filed
          with the Securities and Exchange Commission as Exhibit 99.1 to
          Zenascent, Inc.'s Current Report on Form 8-K/A filed on February 27,
          2002.

    99.2* Press Release dated March 11, 2002 announcing the execution of the
          Agreement and Plan of Merger, dated as of March 8, 2002, by and among
          Big Content, Inc., Big Content Acquisition Corp., Cedric Kushner
          Boxing, Inc., Cedric Kushner Promotions, Ltd., Mackin Charitable
          Remainder Trust and Livingston Investments, LLC ("Zenascent, Inc.
          Announces Signing of Merger Agreement Between Cedric Kushner Boxing,
          Inc. and Big Content, Inc.").

    99.3* Press Release dated May 1, 2002 announcing the closing of the Amended
          and Restated Agreement and Plan of Merger, dated as of February 21,
          2002, by and among Zenascent, Inc., Zenascent Newco Inc., Cedric
          Kushner Boxing, Inc., Cedric Kushner Promotions, Ltd., Cedric Kushner
          and James DiLorenzo ("Zenascent, Inc. Announces Closing of Merger with
          Cedric Kushner Boxing, Inc.").

-----------------------

* Previously filed as part of this Current Report on Form 8-K on May 15, 2002.

                                       43
<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 hereunto duly authorized.

                             ZENASCENT, INC.





                             By: /s/ Cedric Kushner
                             ------------------------
                             Name: Cedric Kushner
                             Title: President



Date: January 10, 2004

                                       44
<PAGE>



                                  End of Filing





</TEXT>
</DOCUMENT>
</SUBMISSION>
