<SUBMISSION>
<ACCESSION-NUMBER>0001013762-04-000867
<TYPE>10QSB
<PUBLIC-DOCUMENT-COUNT>9
<PERIOD>20040331
<FILING-DATE>20040813
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>CEDRIC KUSHNER PROMOTIONS INC
<CIK>0001064539
<ASSIGNED-SIC>3949
<IRS-NUMBER>650648808
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10QSB
<ACT>34
<FILE-NUMBER>000-25563
<FILM-NUMBER>04971732
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>1414 AVENUE OF THE AMERICAS
<STREET2>SUITE 1402
<CITY>NEW YORK
<STATE>NY
<ZIP>10019
<PHONE>212-755-1944
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>1414 AVENUE OF THE AMERICAS
<STREET2>SUITE 1402
<CITY>NEW YORK
<STATE>NY
<ZIP>10019
</MAIL-ADDRESS>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>ZENASCENT INC
<DATE-CHANGED>20020329
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>FUSION FUND INC /DE/
<DATE-CHANGED>20000515
</FORMER-COMPANY>
<FORMER-COMPANY>
<FORMER-CONFORMED-NAME>OUTLOOK SPORTS TECHNOLOGY INC
<DATE-CHANGED>19980619
</FORMER-COMPANY>
</FILER>
<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>mar31200410qsb.txt
<TEXT>
                                  United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                   FORM 10-QSB

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

                  For the quarterly period ended March 31, 2004

                         Commission File Number 0-25563

                         CEDRIC KUSHNER PROMOTIONS, INC.

                 (Name of small business issuer in its charter)


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

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

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


         1414 Avenue of Americas, Suite 1402 New York, NY 10019 (Former
   name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the last 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes __ No_x_


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

            As of August 12, 2004, there were 10,648,707 outstanding
               shares of common stock, par value $0.01 per share.


<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES


                                      INDEX
                                       TO
                                   FORM 10-QSB
<TABLE>
<CAPTION>
                                                                                                  Page

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

Item 1.     Financial Statements

            Condensed Consolidated Balance Sheet at March 31, 2004 (Unaudited)                      3

            Condensed Consolidated Statements of Operations for the three                           5
            months ended March 31 2004 and 2003 (Unaudited)

            Condensed Consolidated Statements of Cash Flows for                                     6
            the three months ended March 31 2004 and 2003 (Unaudited)

            Notes to Condensed Consolidated Financial Statements                                    8

Item 2.     Management's Discussion and Analysis or Plan of Operation                               25

Item 3.     Controls and Procedures                                                                 31

PART II     OTHER INFORMATION

Item 1.     Legal Proceedings                                                                       32

Item 2.     Changes in Securities                                                                   36

Item 3.     Defaults Upon Senior Securities                                                         37

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

Item 5.     Other Information                                                                       37

Item 6.     Exhibits and Reports on Form 8-K                                                        37

            SIGNATURES                                                                              40

            CERTIFICATIONS                                                                          41
</TABLE>

                                       2
<PAGE>

                         PART I -- FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                        AS OF MARCH 31, 2004 (Unaudited)

                                     ASSETS
<TABLE>
<CAPTION>
<S>                                                                                                <C>
 CURRENT ASSETS:
    Cash                                                                                           $81,308
    Escrow Funds                                                                                   535,980
    Accounts receivable, net of allowance for doubtful accounts of $44,120                         127,213
    Other current assets                                                                            66,288
                                                                                    -----------------------
         TOTAL CURRENT ASSETS                                                                      810,789
                                                                                    -----------------------

 PROPERTY AND EQUIPMENT, NET                                                                        17,048

 OTHER ASSETS:
    Prepaid signing bonuses, net                                                                   312,609
    Deferred finance cost, net                                                                           -
    Security deposit                                                                                28,584
    Intangible assets, net                                                                       1,362,976
                                                                                    -----------------------
         TOTAL ASSETS                                                                           $2,532,006
                                                                                    =======================

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


                                       3
<PAGE>

                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                        AS OF MARCH 31, 2004 (Unaudited)

                    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

<TABLE>
<CAPTION>
<S>                                                                                             <C>
CURRENT LIABILITIES:
    Accounts payable                                                                            $2,544,515
    Accrued litigation and judgments payable                                                     1,183,820
    Due to stockholders/officers                                                                   262,626
    Current portion of notes payable - stockholders                                                372,659
    Convertible debt, net of discounts                                                             686,128
    Current portion of notes and loans payable                                                   3,150,234
    Accrued expenses and other current liabilities                                               2,031,422
    Deferred revenue                                                                               400,000
                                                                                    -----------------------
         TOTAL CURRENT LIABILITIES                                                              10,631,403
                                                                                    -----------------------
 LONG-TERM LIABILITIES:
     Notes payable - stockholders, less current portion                                          1,197,114
     Notes and loans payable, less current portion                                               1,205,000
                                                                                    -----------------------
         TOTAL  LONG-TERM LIABILITIES                                                            2,402,114
                                                                                    -----------------------
         TOTAL  LIABILITIES                                                                     13,033,517
                                                                                    -----------------------

 COMMITMENTS AND CONTINGENCIES

 STOCKHOLDERS' DEFICIENCY:
    Preferred stock, $.01 par value, authorized 5,000,000 shares
        Series A convertible, $.01 par value, authorized 500,000 shares,                             1,175
          117,500 shares issued and outstanding (liquidation preference of $352,500)
        Series B convertible, $.01 par value, 464,908 shares authorized, issued                      4,650
          and outstanding (liquidation preference of $4,058,911)
        Series C convertible, $.01 par value, 27,923 shares authorized,                                279
          issued and outstanding (liquidation preference of $4,500,000)
        Series D, $.01 par value, 399,752 shares authorized, 399,752 shares
          3,998 issued and outstanding (liquidation preference of $2,430,000)
    Common stock, $.01 par value, authorized 20,000,000 shares
       Class A, $.01 par value, 15,000,000 shares authorized,                                      107,690
          10,768,991 shares issued and 10,648,707 shares outstanding
       Class B, $.01 par value, 5,000,000 shares authorized,                                             -
          -0- shares issued and outstanding
       Class A Common Stock to be issued, 11,205,692 shares                                      9,403,072
    Additional paid-in capital                                                                  15,559,999
    Accumulated deficit                                                                        (33,096,021)
    Deferred consulting fees                                                                    (1,790,000)
    Deferred finance costs                                                                               -
    Deferred signing bonuses                                                                      (495,055)
    Treasury stock, at cost - 120,284 shares of Class A common stock                              (201,298)
                                                                                    -----------------------
         TOTAL STOCKHOLDERS' DEFICIENCY                                                        (10,501,512)
                                                                                    -----------------------
         TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                         $2,532,006
                                                                                    =======================

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

                                       4
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                               FOR THE THREE MONTHS
                                                                                  ENDED MARCH 31,
                                                                           2004                   2003
                                                                   --------------------  -----------------------
<S>                                                                         <C>                       <C>
REVENUES
   Boxing promotions                                                        $1,327,373                1,036,377
   Media                                                                       229,370                  266,189
                                                                   --------------------  -----------------------
        TOTAL REVENUES                                                       1,556,743                1,302,566
                                                                   --------------------  -----------------------
OPERATING COSTS AND EXPENSES
   Cost of revenues - boxing promotions                                      1,454,353                  889,408
   Cost of revenues - media                                                    175,773                  352,337
   Selling, general and administrative                                         799,647                  502,233
   Amortization of signing bonuses                                             143,088                  120,338
   Amortization of intangible assets                                            68,333                  137,562
   Depreciation and amortization of property and equipment                       2,446                   12,362
   Compensatory element of stock and warrant                                   495,500                  505,237
     issuances for selling, general and administrative expenses
                                                                   --------------------  -----------------------
        TOTAL OPERATING COSTS AND EXPENSES                                   3,139,140                2,519,478
                                                                   --------------------  -----------------------
        LOSS FROM OPERATIONS                                                (1,582,397)              (1,216,912)
                                                                   --------------------  -----------------------
OTHER INCOME (EXPENSES)
   Gain on sale of boxing promotional agreement                                 25,000                        -
   Interest expense - related parties                                          (62,971)                 (72,831)
   Interest expense - other                                                   (159,954)                (275,697)
   Financing costs paid in stocks and warrants                              (3,396,582)                (311,380)
                                                                   --------------------  -----------------------
        TOTAL OTHER INCOME (EXPENSES)                                       (3,594,507)                (659,908)
                                                                   --------------------  -----------------------
NET LOSS                                                                    (5,176,904)             ($1,876,820)
                                                                   ====================  =======================
Net loss applicable to common stock:
   Net loss                                                                ($5,176,904)             ($1,876,820)
   Preferred stock dividends - Series A                                         (8,434)                  (7,933)
                                                                   --------------------  -----------------------
   Net loss applicable to common stock                                     ($5,185,338)             ($1,884,753)
                                                                   ====================  =======================
NET LOSS PER COMMON SHARE (basic and diluted)                                   ($0.49)                  ($0.18)
                                                                   ====================  =======================
PRO-FORMA NET LOSS                                                              ($0.09)                  ($0.04)
PER COMMON SHARE (basic and diluted) (See Note 2)
                                                                   ====================  =======================

WEIGHTED AVERAGE NUMBER
OF COMMON SHARES OUTSTANDING:
   Basic and diluted                                                        10,648,707               10,648,707
                                                                   ====================  =======================
   Pro-forma basic and diluted                                              57,001,267               47,823,920
                                                                   ====================  =======================
</TABLE>
    The accompanying notes are an integral part of the financial statements.

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

                                                                         FOR THE THREE MONTHS
                                                                            ENDED MARCH 31,
                                                                       2004                 2003
                                                                -------------------   -----------------
<S>                                                                    <C>                 <C>
 CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                                            ($5,176,904)        ($1,876,820)
  Adjustments to reconcile net loss
   to net cash (used in) operating activities:
  Depreciation and amortization                                            213,867             270,262
  Amortization of debt discount                                            507,708             297,475
  Provision for losses on accounts receivable                               33,121                   -
  Compensatory element of stock and warrant issuances                      495,500             505,237
    for selling, general and administrative expenses
  Financing costs paid in stocks and warrants                            2,888,874              13,905
  (Increase) decrease in operating assets:
    Escrow funds                                                          (535,980)                  -
    Accounts receivable                                                   (127,212)            (98,500)
    Miscellaneous receivables and other assets                             (13,788)              6,833
    Other assets                                                                 -             (46,694)
  Increase (decrease) in operating liabilities:
    Accounts payable                                                        15,531            (187,844)
    Accrued litigation and judgments payable                                19,208             256,520
    Accrued expenses and other current liabilities                          96,475             353,896
    Deferred revenues                                                            -             400,000
    Customer advances                                                            -             110,500
                                                                -------------------   -----------------
             NET CASH (USED IN) PROVIDED BY OPERATING ACTIVITIES        (1,583,601)              4,770
                                                                -------------------   -----------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Expenditures for prepaid signing bonuses                                 (10,000)           (630,000)
  Proceeds from sale of boxing promotional agreement                        25,000                   -
  Purchase of intangible assets                                                  -            (271,438)
                                                                -------------------   -----------------
              NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES           15,000            (901,438)
                                                                -------------------   -----------------
 CASH FLOWS FROM FINANCING ACTIVITIES:
  Advances from stockholders and related parties                            58,865             283,629
  Repayments to stockholders and related parties                           (58,227)                  -
  Proceeds from notes and loans payable - stockholders                           -             (21,181)
  Repayment of notes and loans payable - stockholders                       (9,000)                  -
  Proceeds from convertible debt                                         1,577,000             305,000
  Bank overdraft                                                                 -              (7,572)
  Increase in dividend due on preferred stock                               (8,434)             (7,933)
  Proceeds from notes and loans payable - other                            315,000             551,385
  Repayment of notes and loans payable - other                            (246,500)           (185,650)
                                                                -------------------   -----------------
                      NET CASH PROVIDED BY FINANCING ACTIVITIES          1,628,704             917,678
                                                                -------------------   -----------------

                                           NET INCREASE IN CASH             60,103              21,011
 CASH, BEGINNING OF PERIOD                                                  21,205                   0
                                                                -------------------   -----------------
 CASH, END OF PERIOD                                                       $81,308            $ 21,011
                                                                ===================   =================
</TABLE>
    The accompanying notes are an integral part of the financial statements.

                                       6
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                        FOR THE THREE MONTHS
                                                                                           ENDED MARCH 31,
                                                                                 2004                     2003
                                                                          --------------------   ------------------------
<S>                                                                                   <C>                        <C>
 Cash paid during the period for:
  Interest                                                                            $38,176                    $22,955
Non-cash investing and financing activities:
   Recording of debt discount                                                      $1,577,000                   $305,000
   Common stock to be issued pursuant to consulting agreements                     $1,740,000                   $560,000
   Conversion of stockholders' notes and loan payable into equity                    $992,357                          -
   Conversion of stockholders' net advances into equity                              $636,554                          -
   Reclassification of accrued expense to due to stockholders/officers                $73,016                          -
   Conversion of stockholders' accrued interest into accrued expenses                 $91,691                          -
   Conversion of stockholders' accrued interest into equity                           $83,973                          -
   Conversion of notes payable into convertible debt                                  $10,000                          -


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

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Basis of Presentation

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

In the opinion of the Company's management, the accompanying unaudited condensed
consolidated financial statements contain all adjustments (consisting of only
normal recurring adjustments) necessary to present fairly the information set
forth therein. These consolidated financial statements are condensed and
there1fore do not include all of the information and footnotes required by
accounting principles generally accepted in the United States of America for
complete financial statements. The condensed consolidated financial statements
should be read in conjunction with the Company's consolidated financial
statements and supplementary data included in the Annual Report on Form 10-K/SB,
filed on June 25, 2004.

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

The condensed consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business. The Company incurred a net loss of
$5,167,904 during the three months ended March 31, 2004. In addition, the
Company had a working capital deficiency of $9,820,614 and stockholders'
deficiency of $10,501,512 at March 31, 2004. These factors continue to raise
substantial doubt about the Company's ability to continue as a going concern.

Note 2. Escrow Funds

On February 17, 2004, the Company executed an escrow agreement whereby proceeds
received from note and warrant agreements were deposited in a non-interest
bearing bank account maintained by the Company's escrow agents. At March 31,
2004, the balance in the escrow account was $535,980.


Note 3. Prepaid Signing Bonuses, Net

During the three months ended March 31, 2004, the Company paid $10,000 in
signing bonuses, increasing the total to $561,657.

In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets, an impairment analysis was performed in December 2003 of the
Company's prepaid signing bonus. The fair value of this asset was determined by
calculating its undiscounted, estimated future operating cash flow and comparing
it to the carrying amount of the asset. This testing resulted in the
determination that the carrying amount of the Company's prepaid signing bonus at
March 31, 2004 does not exceed the potential amount that can be recovered from
future, undiscounted cash flows. Accordingly, the Company did not record any
impairment charges on its prepaid signing bonus in the first quarter of 2004.

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

Prepaid signing bonuses, net, consisted of the following at March 31, 2004:

                                                       Contract Period
                                                          ---------

Prepaid signing bonuses                        $561,667    3 years
Less: Accumulated amortization                  249,058
                                               --------
Prepaid signing bonuses, net                   $312,609
                                               ========


Amortization expense, which includes the amortization of both prepaid and
deferred signing bonuses, for the three months ended March 31, 2004 and 2003 was
$143,088 and $120,338, respectively.

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 4. Property And Equipment, Net

Property and equipment, net, consisted of the following at March 31, 2004:

                                                                 Life
                                                               ---------
Office equipment                                    $23,291    5-7 years
Furniture and fixtures                               49,705    5-7 years
Automobile                                           51,726    5 years
Set and ring costs                                   27,514    5 years
Website development costs                             5,000    3 years
                                                 -----------
                                                    157,236
Less accumulated depreciation and amortization      140,188
                                                 -----------

Property and equipment, net                         $17,048
                                                 ===========


Depreciation and amortization expense of property and equipment was $2,446 and
$12,362 for the three months ended March 31, 2004 and 2003, respectively.


Note 5.   Intangible Assets, Net

On March 10, 2003, CKP entered into an agreement with America Presents Boxing
LLC ("APB") whereby APB sold, transferred and assigned to CKP all right, title
and interest in and to APB's library (the "Library") of professional boxing
matches and promotional rights (the "Promotional Rights," and together with the
Library, the "APB Assets") in certain boxers. The purchase price for the APB
Assets was $250,000 (the Fixed Amount") (subject to a price reduction if APB is
not able to provide supporting documentation for a minimum number of programming
hours of the Library) to be paid in equal monthly installments of $4,167 as well
as an additional payment of $250,000 (the "Contingent Amount"), contingent upon
the aggregate gross purse amounts of boxer, David Tua, who was (and still is)
under contractual arrangement with the Company. CKP also agreed to pay a certain
percentage of the net proceeds derived from the Promotional Rights to reduce the
balance of the Fixed Amount (also See Note 10). The Company's video library was
encumbered by a security agreement as part of a forbearance agreement entered
into in March 2004.

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

In accordance with SFAS No. 144, an impairment analysis was performed in March
2004 on the Company's intangible assets. The fair value of the media assets was
determined by calculating the present value of estimated future operating cash
flows. This testing resulted in the determination that the carrying amount of
the Company's intangible assets at March 31, 2004 did not exceed its fair value.
Accordingly, the Company did not record an impairment charge on its intangible
assets in the first quarter of 2004.


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 5.   Intangible Assets, Net, continued:

The changes in the carrying amount of intangible assets during the three months
ended March 31, 2004 were as follows:
<TABLE>
<CAPTION>
                        Estimated    Balance      Acquired    Impairment    Balance     Accumulated       Net
                        Useful Life   as of       in 2004      in 2004       as of     Amortization   Book Value
                                     12/31/03                               3/31/04     at 3-31-04    at 3-31-04
                        -------------------------------------------------------------------------------------------
<S>                       <C>         <C>               <C>          <C>     <C>           <C>         <C>
 Acquired video library   5 Years     $888,000          $ -          $ -     $888,000      (466,333)   $421,667

 HWE Trademarks          10 Years    1,015,332            -            -    1,015,332      (356,582)    658,750
 and contractual
 relationships

 Acquired European        7 Years       70,000            -            -       70,000       (10,358)     59,642

 Media Rights

 Acquired America        10 Years      250,000            -            -      250,000       (27,083)    222,917

 Presents Library

                                    ------------------------------------------------------------------------------
                  Total             $2,223,332           $0           $0   $2,223,332     ($860,356) $1,362,976
                                    ==============================================================================
</TABLE>
Amortization expense of intangible assets was $68,333 and $137,562 for the three
months ended March 31, 2004 and 2003, respectively.


Note 6. Segment Data

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

The Company's reportable segments are strategic business units that offer
different outputs. The following table presents information about the Company's
business segments as of and for the three months ended March 31, 2004:
<TABLE>
<CAPTION>

                                                              Boxing promotions      Media              Total
                                                             ----------------- ----------------- --------------------
<S>                                                                <C>                 <C>                <C>
Net revenue from external customers                                $1,327,373          $229,370           $1,556,743
Operating loss                                                     $1,060,206          $522,191           $1,582,397
Amortization of signing bonuses                                      $143,088                 -             $143,088
Amortization of intangible assets                                           -           $68,333              $68,333
Depreciation and amortization of property and equipment                $1,639              $807               $2,446
Compensatory element of stock and warrant issuances                  $331,985          $163,515             $495,500
  for selling, general and administrative expenses
Interest expense - other                                             $107,169           $52,785             $159,954
Interest expense - related parties                                    $42,191           $20,781              $62,971

Total identifiable assets                                            $439,822        $2,092,184           $2,532,006
</TABLE>


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 6. Segment Data, continued:

The following table presents information about the Company's business segments
as of and for the three months ended March 31, 2003:
<TABLE>
<CAPTION>
                                                                 Boxing
                                                               Promotions             Media               Total
                                                             ----------------- ----------------- --------------------
<S>                                                                <C>                 <C>                <C>
Net revenue from external customers                                $1,036,377          $137,689           $1,174,066
Operating loss                                                       $755,167          $503,445           $1,258,612
Amortization of signing bonuses                                       $14,922                 -              $14,922
Amortization of intangible assets                                           -          $107,812             $107,812
Depreciation and amortization of                                     $477,237           $12,362             $489,599
   property and equipment
Interest expense - other                                             $162,355          $108,237             $270,592
Interest expense - related parties                                    $43,699           $29,132              $72,831

Total identifiable assets                                            $164,270        $3,699,275           $3,863,545
Capital expenditures for property and equipment                       $11,665                 -              $11,665
Capital expenditures for intangible assets                                  -           $40,000              $40,000
</TABLE>

Foreign revenue disclosure

The Company had revenues from foreign sources in the amounts of approximately
$180,000 and $94,000 for the three months ended March 31, 2004 and 2003,
respectively. This foreign source revenue accounted for 11.5% and 7.4% of total
revenues the three months ended March 31, 2004 and 2003, respectively. Foreign
source revenue is determined by the country in which the fight was broadcast.


Reconciliation of reportable segment operating loss to consolidated net loss

A reconciliation of reportable segment operating loss to the Company's
consolidated net loss for the three months ended March 31 2004 and 2003 is as
follows:

<TABLE>
<CAPTION>

                                                                 For The Three Months Ended
                                                                       Ended March 31,
                                                             -----------------------------------
                                                                   2004              2003
                                                             ----------------- -----------------
<S>                                                               <C>               <C>
Operating loss                                                    ($1,582,397)      ($1,216,912)
   Gain on sale of boxing promotional agreement                        25,000                 -
   Interest expense - other                                          (159,954)         (275,697)
   Interest expense - related parties                                 (62,971)          (72,831)
   Financing costs paid in stocks and warrants                     (3,396,582)         (311,380)
                                                             ----------------- -----------------
     Net loss                                                     ($5,176,903)      ($1,876,820)
                                                             ================= =================
</TABLE>
                                       11
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 7.  Due to Stockholders/Officers

On February 19, 2004 the Company and its President converted $1,628,911 of the
Company's outstanding debt, including $636,554 in personal advances made by the
President, into equity (Please refer to Part II -- Other Information, Item 2,
Change in Securities). During the three months ended March 31, 2004, the Company
reclassified $91,691 in accrued interest due the Company's President into
non-interest bearing advances payable to the Company's President. The Company
also had net repayments over borrowings in the aggregate amount of $1,602 to the
President of the Company, thereby decreasing the total indebtedness to this
stockholder/officer to $90,089 at March 31, 2004. The amounts advanced to the
Company by the President have no specific terms, conditions, or maturities.

The Company has an unsecured non-interest bearing advance payable to the
Company's Vice President. At March 31, 2004, the balance owed to the Company's
Vice President was $99,521.

The Company also has an unsecured non-interest bearing advance payable to a
stockholder. At March 31, 2004, the balance owed to the stockholder was $73,016.

Note 8. Notes And Loans Payable

During the three months ended March 31, 2004, the Company has repaid some of the
loans that had either matured or were in prior default. It has also entered into
various loan agreements with third parties resulting in new or additional
borrowings. These agreements have various terms, with interest rates ranging
from 10% to 12%, and maturities, extending from one month to less than one year.
The Company is in default of some of the agreements.

The combined principal balance outstanding as of March 31, 2004 is indicated
below:
<TABLE>
<CAPTION>
                                                    Balance at             Additional     Repayments or           Balance at
                                                   December 31             Borrowings     Adjustments          March 31, 2004
                                                  --------------------  ---------------  ----------------  ---------------------
<S>                                                        <C>                <C>              <C>                   <C>
Current portion of notes and loans payable                 $3,081,734         $315,000         ($246,500)            $3,150,234

Long-term portion of notes and loans payable               $1,214,000               $0           ($9,000)            $1,205,000
                                                  --------------------  ---------------  ----------------  ---------------------
                                                           $4,295,734         $315,000         ($255,500)            $4,355,234
                                                  ====================  ===============  ================  =====================
</TABLE>
Note 9. Notes Payable - Stockholders

During the three months ended March 31, 2004, the Company converted $992,357 in
long-term debt to the Company's President into equity, which is included in the
$1,628,911 described in Note 7 above (Please refer to Part II -- Other
Information, Item 2, Change in Securities).

The combined principal balance outstanding as of March 31, 2004 is indicated
below:
<TABLE>
<CAPTION>
                                                    Balance at             Additional     Repayments or           Balance at
                                                   December 31             Borrowings     Adjustments          March 31, 2004
                                                  --------------------  ---------------  ----------------  ---------------------
<S>                                                          <C>                    <C>               <C>              <C>
Current portion of stockholders'
notes and loans payable                                      $372,659               $0                $0               $372,659

Long-term portion of stockholders'
notes and loans payable                                    $2,156,314          $45,353       ($1,004,553)            $1,197,114
                                                  --------------------  ---------------  ----------------  ---------------------
                                                           $2,528,973          $45,353       ($1,004,553)            $1,569,773
                                                  ====================  ===============  ================  =====================
</TABLE>
                                       12
<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 10. Convertible Debt

During the three months ended March 31, 2004, the Company entered into note and
warrant agreements with various third parties for a combined total of $1,577,000
with interest due on the outstanding principal amount at the rate of 10% per
year, compounded annually. The notes shall be due on or before the 150th
calendar day after the date of the note. In the event the principal amount of
these notes, together with accrued but unpaid interest, are not paid on or
before the 150th calendar day after the date of the notes, the Holder shall be
required to convert the outstanding principal amount together with accrued but
unpaid interest, into that number of shares of the Company's common stock equal
to the outstanding principal amount together with accrued but unpaid interest,
divided by 85% of the five day average closing bid price of the Company's common
stock for the five trading day period immediately preceding the 150th calendar
day after the date of the notes. These notes will mature at various dates prior
to July 27, 2004. The Company is presently in default of these notes.

The outstanding balance, net of unamortized debt discount of $1,103,160 as of
March 31, 2004 was $473,840. Financing costs, related to the amortization of the
beneficial conversion feature for the three months ended March 31, 2004 and
included in the consolidated statement of operations, amounted to $821,760,
including $347,920 in excess beneficial conversion cost. The beneficial
conversion feature, was recorded pursuant to Emerging Issues Task Force ("EITF")
00-27: Application of EITF No. 98-5, "Accounting for Convertible Securities with
Beneficial Conversion Features or Contingently Adjustable Conversion Ratios," to
certain convertible instruments. In accordance with EITF 00-27, the Company
evaluated the value of the beneficial conversion feature and recorded this
amount as a reduction to the carrying amount of the convertible debt and as an
addition to paid-in capital.

In connection with the convertible notes, the Company issued 788,500 warrants at
an exercise price of $0.50 per share in connection with the issuance of
convertible debt. The warrants are exercisable over a five-year period. The fair
value of the warrants was $709,445 at an average price of $0.90 per share on the
date of issuance, using the Black-Scholes pricing model. Financing costs,
related to these warrants for the three months ended March 31, 2004 and included
in the consolidated statement of operations, amounted to $709,445.

Additionally, the Company paid a Finder cash compensation equal to ten percent
(10%) of the gross amount of the notes and warrant agreements funds received.
Further, the Company agreed to issue the Finder warrants to purchase shares of
common stock equal to 10% of the gross proceeds raised by the Finder divided by
the exercise price of the warrants. The warrants, which have an estimated fair
value of approximately $54,000, shall have a term of 5 years and an exercise
price of $0.50 per share.

The following reflects the balance of convertible debt and debt discount at
March 31, 2004:
<TABLE>
<CAPTION>
                                         Convertible Debt                                  Unamortized Debt Discount
                                         ----------------                                      ----------------
<S>                 <C>                        <C>                                                    <C>
Balance at December 31, 2003                    $240,000     Unamortized discount                      $61,580
                                                               at December 31, 2003
 Additional borrowings                        $1,577,000     Additional unamortized debt            $1,577,000
   during the three months                                     discount during the three
   ended March 31, 2004                                        months ended March 31, 2004
                                         ----------------                                      ----------------
                                              $1,817,000                                            $1,638,580
 Less amount converted to equity                             Less amount amortized
   during the three months                                     during the three months
   ended March 31, 2004                               $0       ended March 31, 2004                   $507,708
                                         ----------------                                      ----------------
   Balance at March 31, 2004                  $1,817,000       Balance at March 31, 2004            $1,130,872
                                         ================                                      ================

</TABLE>
                                       13

<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 11. Stockholders' Deficiency

Common Stock

The Company has two classes of common stock authorized as of March 31, 2004.

Class A

The Company is in the process of amending its certificate of incorporation
(subject to completion of its proxy statement and obtaining shareholder
approval) to increase the authorized number of Class A Common Stock to
100,000,000 in order to have shares available for shares committed under stock
option plans, warrants, common stock to be issued, convertible debt and
convertible preferred stock and stock to be issued in the future under a
consulting agreement.

A summary of shares required to be available as of March 31, 2004 is as follows:

                                      Number of Shares of Class A
                                         Common Stock Required
                                            to be Available
                                   --------------------------------
Common stock issued                                     10,768,991
Stock option plans                                         308,666
Warrants                                                 9,960,686
Convertible debt                                       See Note 10
Common stock to be issued                               11,205,692
Preferred stock - Series A                               1,175,000
Preferred stock - Series B                              23,245,390
Preferred stock - Series C                               2,792,210
                                   --------------------------------
              Total                                     59,456,635
                                   ================================


The Company issued its Class A Common Stock during the three months ended March
31, 2004 as follows:

On January 6, 2004 the Company entered into a twelve-month consulting agreement
with a company to provide general consulting services to the Company. This
contract was then amended by letter agreement on January 30, 2004. Pursuant to
the agreement as amended, the Company has agreed to issue to the consultant
3,000,000 restricted the Company's common stock. Such shares shall contain
piggyback registration rights and shall not be issued until after the Company
obtains stockholder approval to increase the number of authorized the Company's
common stock. Additionally the Company has agreed to issue to the consultant an
option to purchase 1,000,000 restricted shares of the Company's common stock on
a fully diluted basis; 500,000 of which will have an exercise price of $1.00
plus 500,000 of which will have an exercise price of $2.00 per share. The shares
underlying the option shall contain piggyback registration rights and shall not
be issued until after the Company obtains stockholder approval to increase the
number of authorized shares of common stock of the Company. In the event that
stockholder approval to increase the number of authorized shares of the Company
is not successfully completed on or before June 30, 2004, the agreement shall be
deemed null and void and the parties shall attempt to renegotiate the terms. As
of the filing date of this report, stockholder approval to increase the number
of authorized shares of the Company has not been successfully completed, and the
Company and consultant are currently negotiating an amendment of the agreement.

Class B

The Company has 5,000,000 shares of its Class B, $ .01 common stock authorized
of which none were issued and outstanding as of March 31, 2004.

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 11. Stockholders' Deficiency, continued:

Preferred Stock

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

Series A Convertible Preferred Stock There are 500,000 authorized shares of a
Series A Convertible Preferred Stock. Each share of Series A Preferred Stock is
convertible into ten shares of common stock and pays a cumulative dividend of 8%
per annum on the liquidation preference of $3 per share. At the date of the
reverse merger, there were 135,000 shares of Series A Convertible Preferred
Stock outstanding along with 1,350,000 common stock purchase warrants,
exercisable at a price of $0.30 per share that were originally sold for
$405,000.

Dividends on the Series A Convertible Preferred Stock are accruable if the
Company does not amend its certificate of incorporation to increase the number
of Class A Common Stock available to allow for the conversion of all of the
Series A convertible preferred stock. As the Company has not yet amended its
certificate of incorporation, the Company has accrued dividends of $32,980
during the three months ended March 31, 2004 related to the Series A Convertible
Preferred Stock. The Company has a dividend arrearage of $91,050 at March 31,
2004.

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

Series B Convertible Preferred Stock
In connection with the reverse merger with Zenascent, the Company's Board of
Directors authorized and issued 399,752 shares of a Series B convertible
preferred stock. Each Share of Series B convertible preferred stock, as amended
(see below), is convertible into 50 shares of the Company's common stock (or an
aggregate of shares of 19,987,600 common stock) any time at the option of the
holders or automatically upon ratification by the Company's stockholders of an
increase in the amount of authorized shares. The stock, as amended, has a
liquidation preference value of $4,058,911.

On September 30, 2002, two officers of the Company, entered into a Stock
Amendment and Issuance Agreement ("SAIA") which provided that the Company's
Series B Convertible Preferred Stock ("Series B Stock"), held only by those two
officers, would be modified such that each share of Series B Stock would be
convertible into only 50 shares of the Company's common stock, instead of 100
shares, as previously provided. The SAIA also provides that the aggregate
liquidation preference of the Series B Stock would be reduced from $4,860,000 to
$2,430,000. In consideration for their acceptance the Board of Directors
authorized and issued to these officers 399,752 shares of a Series D Preferred
Stock (the "Series D Stock") (see below).

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

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


Note 11. Stockholders' Deficiency, continued

Preferred Stock, continued:

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

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

Series D Preferred Stock
In connection with the amendment of the Series B Stock discussed above, the SAIA
provided for the issuance to the Series B preferred stockholders 399,752 shares
of Series D Preferred Stock, par value $0.01 per share (the "Series D Stock"),
which has no right to receive dividends and is not convertible into the
Company's common stock, but will vote together with the Company's common stock,
with each share of Series D Stock having 50 votes. The Series D Stock carries an
aggregate liquidation preference value of $2,430,000.

Warrants

Warrant activity and weighted average exercise prices for the three months ended
March 31, 2004 was as follows:
<TABLE>
<CAPTION>
                                                                                                    Weighted Average
                                                                                Number of Warrants   Exercise Price
                                                                                 ---------------   -----------------
<S>                                                                                   <C>                     <C>
Outstanding, December 31, 2003                                                        8,033,986               $0.30

Issued in connection with an agreement for professional services                      1,000,000               $1.50
Issued in connection with convertible debt                                              926,700               $0.50
                                                                                 ---------------   -----------------
Outstanding, March 31, 2004                                                           9,960,686               $0.52
                                                                                 ===============   =================
</TABLE>
                                       16

<PAGE>
                CEDRIC KUSHNER PROMOTIONS, INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 12. Commitments and Contingencies

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


The Company has recorded the fair value of the 1,500,000 original shares of
Company's stock to be issued of $1,065,000 on the date of the Sale Agreement as
an adjustment to deferred signing bonuses and common stock to be issued and is
amortizing the deferred signing bonus over the three year term of the related
Tua EPA. Amortization of deferred signing bonus under this agreement for the
three months ended March 31, 2004 and March 31, 2003 included in the
consolidated statement of operations amounted to $354,000 and $29,583
respectively.

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

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

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



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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 12. Commitments and Contingencies, continued

Lease Obligations

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

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

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


Consulting Agreement

On January 6, 2004 the Company entered into a twelve-month consulting agreement
with a company to provide general consulting services to the Company. This
contract was then amended by letter agreement on January 30, 2004. Pursuant to
the agreement as amended, the Company has agreed to issue to the consultant
3,000,000 restricted shares of the Company's common stock in exchange for the
various services provided. Such shares shall contain piggyback registration
rights and shall not be issued until after the Company obtains stockholder
approval to increase the number of authorized shares of the Company's common
stock. Additionally the Company has agreed to issue to the consultant an option
to purchase 1,000,000 restricted shares of the Company's common stock on a fully
diluted basis; 500,000 of which will have an exercise price of $1.00 plus
500,000 of which will have an exercise price of $2.00 per share. The shares
underlying the option shall contain piggyback registration rights and shall not
be issued until after the Company obtains stockholder approval to increase the
number of authorized shares of common stock of the Company. In the event that
stockholder approval to increase the number of authorized shares of the Company
is not successfully completed on or before June 30, 2004, the agreement shall be
deemed null and void and the parties shall attempt to renegotiate the terms. As
of the filing date of this report, stockholder approval to increase the number
of authorized shares of the Company has not been successfully completed, and the
Company and consultant are currently negotiating an amendment of the agreement.

Other

During 2003, the Company's staff consisted of contract workers; however, it is
possible that those workers could be considered employees for withholding
purposes pursuant to the Internal Revenue Code (the "Code"). The Company has
accrued estimated amounts potentially owed, including estimated penalties
pursuant to the Code as of March 31, 2004. The Company is currently treating all
full-time staff as employees and is in full compliance with all withholding
requirements.

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

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


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 13. Litigation

Investor and Public Relations Agreement
On May 13, 2002 the Company entered into agreements with Investor Relation
Services, Inc, ("IRSI") and Summit Trading Limited ("Summit") (collectively the
"Consultants) to provide investor and public relations services. The agreement
engaged the consultants to provide one or more investor relations plans as well
as assistance in the coordination and execution of the agreed upon plan or
plans. A plan would include several services as defined in the agreement. The
agreement was to have been effective for the period from May 13, 2002 through
May 12, 2005. As compensation for the services, the Company was to issue the
Consultants 2,631,580 shares of Class A Common Stock of the Company. The fair
value of the shares to be issued of $3,236,843 was recorded as deferred
consulting fees and common stock to be issued based upon the value of the common
stock on the date on which that agreement was entered into. Deferred consulting
fees were to have been amortized over the three-year life of the agreement.
Amortization expense related to this agreement from inception to December 31,
2003 amounted to $1,186,802, and has been included in compensatory element of
stock issuances for selling, general and administrative expenses in the
accompanying consolidated statements of operations. In August 2002, the Company
terminated the contract for cause when IRSI was deemed by the Company to be
unable to fulfill its contractual obligations to the Company when a principal of
IRSI was indicted for securities fraud.

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

On June 11, 2004, the Company completed execution of a final settlement of our
dispute with the Consultants pursuant to which we have agreed to issue to
Consultants 2,500,000 shares of the Company's common stock. The terms of the
settlement agreement provide that the Company shall distribute our pending proxy
statement to our stockholders for a vote within 60 days after the completion of
the review of such document by the Securities and Exchange Commission, and that
such shares shall only be paid to the Consultants after the approval by our
stockholders of an increase in the number of authorized shares of the Company to
100 million shares. In the event that the shares are not transferred on or
before September 1, 2004, then the settlement agreement shall be voidable by the
Consultants on 30 days written notice, whereupon the parties shall thereafter
continue the presently pending arbitration. As a result of this settlement,
since services were no longer being performed, the Company recognized a non-cash
expense of $1,375,699 as litigation settlement expense for the year ended
December 31, 2003. However, if the Company is unable to issue the shares
pursuant to the settlement agreement then there could be a material, adverse
effect on our revenues, profits, results of operations, financial condition and
future prospects of the Company.

J.P. Morgan Chase & Company
The Company had a $200,000 credit line through a bank. During 2001, the line of
credit expired and the bank converted the outstanding amount to a note payable.
The note was payable in 36 monthly principal payments of $5,549, plus 6%
interest per annum. The note was secured by assets of the Company and personally
guaranteed by certain stockholders of the Company. Furthermore, the President of
the Company was required to subordinate $578,735 of his loans to the Company in
connection with this note. The balance on this obligation at March 31, 2004
amounted to $93,507, which is categorized as accrued litigation and judgments
payable in the Company's consolidated financial statements.

On January 13, 2004, a judgment in the amount of $95,145 was entered into in
favor of the bank against the Company and its President in connection with the
default of the note outstanding. On May 5, 2004, the Company and the bank
reached a forbearance agreement whereby the Company would pay out the
outstanding principal amount, plus interest, in 60 monthly payments of $1,752
each, in exchange for forbearance on any additional efforts to collect upon the
unsatisfied portion of the judgment balance with interest at 4% per annum.

Zomba Recording Corporation
In July 2002, CKP and Mr. Kushner agreed to a stipulation for judgment against
the Company's President by Zomba Recording Corporation ("Zomba") related to
amounts owed Zomba under an Amended and Restated Promissory Note dated August 2,
2001 in the amount of $762,876. Further, in August, 2002, the Company's
President executed a Mortgage Security Agreement granting a security interest in
an apartment property owned by the Company's President to Zomba. As of March 31,
2004, the unpaid balance owed to Zomba by CKP was approximately $267,000 and is
reported as current notes payable.

Buster Mathis, Jr.
In December 2001, Buster Mathis, Jr. ("Mathis"), a boxer, filed an action
against the Company, CKP, CKB and the Company's President, individually, in the

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 13. Litigation, continued:

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

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

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

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

On September 15, 2003 the Company defaulted on Mathis SA because the required
shares were not issued and delivered to Mathis as required by the April 18, 2003
Mathis SA. As a result of the breach, Mathis was given the ability to enforce
the judgment amount against the Company and its President.

On February 18, 2004 the Company paid Mathis an additional fee of $75,000 in an
effort to forego any further action that Mathis was going to take either against
the Company or Kushner individually. On March 24, 2004, the Company and Mathis
entered into an amicable settlement arrangement whereby Mathis has agreed to
release the Company, Cedric Kushner Promotions, Ltd., Cedric Kushner
Productions, Ltd., and Cedric Kushner Boxing, Inc. from all liabilities and
obligations including but not limited to those obligations arising from the
Mathis SA, entered into effective as of April 18, 2003, and the judgment
obtained by Mathis in regards to a civil action against the Company's President
and certain subsidiaries of the Company in the United States District Court for
the Southern District of New York styled Buster Mathis, Jr. v. Cedric Kushner et
al. In exchange for such release the Company has hired Mathis in a consulting
capacity for a term of three years. Mathis will assist the Company as a talent
scout in its endeavors to search for young amateur boxers with professional
potential. In addition, Mathis has agreed to attend occasional meetings, events
or functions on behalf of the Company, and to advise, and discuss new concepts
and projects in development by the Company. As compensation for services
rendered, the Company has agreed to pay Mathis $363,000 in full by July 15, 2004
resulting in the Company recognizing an additional amount of $105,756 in
settlement expense in 2003. Additionally, the Company agreed that if Mathis
shall not have received the full compensation of $363,000 by July 15, 2004, then
the Company shall pay Mathis additional compensation of $3,500 per month for
each month that the sum of $363,000 (exclusive of the additional compensation)
has not been paid. At the sole option of the Company, in lieu of payments, the
Company may tender Mathis freely tradable shares of common stock of the Company
registered pursuant to a Form S-8 that the Company intends to file, although
there is no assurance that this will occur. At its sole and exclusive option,
the Company may elect to accelerate the payment schedule. As of March 31, 2004,
the Company has an outstanding balance of $278,000 due Mathis. As of August 12,
2004, the Company did not pay the $363,000 due on July 15, 2004, opting to pay
the additional monthly compensation of $3,500.

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 13. Litigation, continued:

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

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

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

Shane Mosley
On August 23, 2002, the Company and a boxer agreed to settle a disputed matter
related to the sharing of certain profits between the boxer and the Company. The
Company had agreed to pay the boxer approximately $610,000, excluding amounts
previously paid, plus interest by April 30, 2003. On June 2, 2003, the Company
defaulted on the agreed upon settlement terms, and a judgment was entered in
favor of the boxer in the approximate amount of $610,000, less any principal
paid by the Company. On July 16, 2003, a restraining order was placed in favor
of the boxer against the Company that prohibited the sale, transfer, assignment,
or interference of the Company's property at a certain financial institution
until the judgment is satisfied or vacated. As of March 31, 2004, the Company
had recorded as current notes payable approximately $510,000 as the remaining
liability to the boxer.

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

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

National Sports Partners
On May 29, 2003, National Sports Partners, a New York general partnership
("NSP") and owner of Fox Sports Net Broadcast Service ("FOX"), commenced legal
action in the Supreme Court of the State of California, County of Los Angeles,
against the Company. NSP alleged that Company breached an agreement to pay for
advertising time pursuant to an agreement, failed to pay for certain production
fees and costs for producing and airing boxing events on Fox, and is suing the
Company for approximately $239,200, plus interest, costs and attorney fees. As
of March 31, 2004, the Company had accrued approximately $239,000 as a potential
liability to NSP.

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 13. Litigation, continued:

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

Others
In the normal course of business, the Company is involved in legal disputes,
concerning contractual rights and breaches of contract related to its boxers and
the promotion of boxing events, claims by certain service providers, and other
issues. At March 31, 2004, the Company had accrued an aggregate of approximately
$1,183,800, inclusive of the amounts previously discussed, with the exception of
approximately $777,444 reported as notes payable.

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


Note 14.  Major Customer

Revenue from one customer accounted for approximately 89% and 77% of revenues
for the three months ended March 31, 2004 and 2003, respectively.


Note 15.  Subsequent Events

From April 1, 2004 to July 21, 2004, the Company entered into note and warrant
agreements with various third parties for a combined total of $50,000 with
interest due on the outstanding principal amount at the rate of 10% per year,
compounded annually. The notes shall be due on or before the 150th calendar day
after the date of the note. In the event the principal amount of these notes,
together with accrued but unpaid interest, are not paid on or before the 150th
calendar day after the date of the notes, the Holder shall be required to
convert the outstanding principal amount together with accrued but unpaid
interest, into that number of shares of the Company's common stock equal to the
outstanding principal amount together with accrued but unpaid interest, divided
by 85% of the five day average closing bid price of the Company's common stock
for the five trading day period immediately preceding the 150th calendar day
after the date of the notes. Additionally, the Company issued 25,000 warrants to
purchase shares of common stock in connection with the notes at an exercise
price of $.50 per share. The warrants are exercisable over a five-year period.
The fair value of the warrants is approximately $13,900 at an average price of
approximately $.56 per share on the date of issuance, using the Black-Scholes
pricing model. Additionally, the Company agreed to pay sales commission related
to issuance of these notes and warrants in the amount of $5,000, plus the
Company agreed to issue the sales agent 5,000 warrants with the same terms. This
sales commission and the fair value of the warrants will be expensed over the
term of the notes as financing costs.

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

On April 13, 2004, the Company experienced a fire at its New York office
facilities which caused some damage to its library tapes of boxing events. The
Company has moved to temporary office space on another floor in the building.
The estimate of the damage has yet to be determined. The Company did not have
any of the required insurance coverage pursuant to its office lease, nor for any
potential loss it might have incurred as a result of this fire. On June 16,
2004, the Company obtained the required insurance pursuant to a lease amendment,
effective April 10, 2004 (See Note 12).


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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 15.  Subsequent Events, continued:

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

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

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

On July 7, 2004, the Company entered into a participation agreement with an
investor, in consideration of the payment of $15,000, the investor is
entitled to receive 5% of the net revenues received from the promotion of a
certain boxer.

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

From April 1, 2004 to July 17, 2004 the Company repaid approximately $92,000 to
various third parties pursuant to several promissory notes or loan agreements.

From April 1, 2004 to July 21, 2004 the Company borrowed approximately $269,500
from various third parties pursuant to several promissory notes. The notes are
short-term and mature on various dates, with interest accruing at 10% per annum.

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

From July 14, 2004 to August 5, 2004, the Company entered into note and warrant
agreements with various third parties for a combined total of $156,000 with
interest due on the outstanding principal amount at the rate of 10% per year,
compounded annually. The notes shall be due on or before the 150th calendar day
after the date of the note. In the event the principal amount of these notes,
together with accrued but unpaid interest, are not paid on or before the 150th
calendar day after the date of the notes, the Holder shall be required to
convert the outstanding principal amount together with accrued but unpaid
interest, into that number of shares of the Company's common stock equal to the
outstanding principal amount together with accrued but unpaid interest, divided
by 85% of the five day average closing bid price of the Company's common stock
for the five trading day period immediately preceding the 150th calendar day
after the date of the notes.

Additionally, the Company issued 78,000 warrants to purchase shares of common
stock in connection with the notes at an exercise price of $.50 per share. The
warrants are exercisable over a five-year period. The fair value of the warrants
is approximately $28,000 at a weighted average price of approximately $0.36 per
share on the date of issuance, using the Black-Scholes pricing model.
Additionally, the Company agreed to pay sales commission related to issuance of
these notes and warrants in the amount of $15,600, plus the Company agreed to
issue to the sales agent 15,600 warrants with the same terms. This sales
commission and the fair value of the warrants will be expensed over the term of
the notes as financing costs.

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

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 15.  Subsequent Events, continued:

On June 30, 2004, the Company and other parties entered into a limited liability
agreement to form and become members of a Delaware limited liability company,
PLEDGE THIS HOLDINGS, LLC ("Pledge, LLC"). Pledge, LLC was formed to obtain
necessary financing, produce and distribute a feature-length motion picture,
including theatrical and non-theatrical distribution, over-air and cable
television broadcast, and DVD/video distribution. In order to induce a group of
investors ("Secured Party") to invest in and make accommodations to Pledge, LLC
and in partial consideration of its 22.5% membership interest in Pledge, LLC,
the Company entered a Guarantee and Pledge Agreement wherein it guaranteed to
repay the $1,000,000 investment of the Secured Party in Pledge, LLC.

As further consideration, the Company entered a Class A Common Stock And
Installment Agreement on June 30, 2004 wherein it agreed to reserve for further
issuance to the Secured Party 1,000,000 shares of its Class A Common Stock, par
value $.01 share per share, immediately upon obtaining stockholder approval. The
fair value of this stock as of June 30, 2004 was $510,000. The Company also
agreed to pay to the Secured Party an amount equal to 12% of the Secured Party's
total investment in Pledge, LLC per annum, payable on a quarterly basis.

The Company is further obligated under its limited liability agreement with
Pledge LLC to make a capital contribution of $500,000 to Pledge, LLC within 20
days upon receipt of written notice from the managers, Messrs James DiLorenzo
and Juan Carlos Zapata, should they determine that capital is not otherwise
sufficient or available to meet the capital needs of Pledge, LLC. Mr. Lorenzo is
a stockholder, officer and director of Cedric Kushner Promotions, Inc. and has a
7% membership interest in Pledge, LLC. Further, an affiliate of Livingston
Investments, LLC, a related party to the Company, has a 4% membership interest
in Pledge, LLC.


                                       24
<PAGE>
Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATION

INTRODUCTION AND CERTAIN CAUTIONARY STATMENTS

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


OVERVIEW

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

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

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

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

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

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

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

                                       25

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

CRITICAL ACCOUNTING POLICIES

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

Revenue Recognition

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

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

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

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

Impairment of Long-Lived Assets

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

Intangible Assets

As a creator and distributor of sports and entertainment copyrights, the Company
has a significant and growing number of intangible assets, including video and
television libraries and trademarks. In accordance with generally accepted
accounting principles, the Company does not recognize the fair value of
internally generated intangible assets.

Costs incurred to create and produce a copyrighted product, such as the
television series, are either expensed as incurred, or capitalized as tangible
assets as in the case of inventoriable product costs. However, accounting
recognition is not given to any increasing asset value that may be associated
with the collection of the underlying copyrighted material. Intangible assets
acquired in the initial capitalization of the Company have been capitalized and
are being amortized over their expected useful lives as a non-cash charge
against future operations.

ThunderBox trademarks and related contractual relationships, along with HWE
trademarks and related contractual relationships, represent intangible assets
related to the Company's media assets acquired as part of the Big Content
acquisition (See Note 4 to the Financial Statements). They are being amortized
over their estimated useful lives of 5 to 10 years, utilizing the straight-line
method. Video and television libraries acquired through the Big Content
acquisition are amortized over their estimated useful lives of 5 years,
utilizing the straight-line method.

                                       26
<PAGE>
Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATION, continued:

CRITICAL ACCOUNTING POLICIES, continued:

Income Taxes

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


COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2004 AND MARCH 31, 2003

Revenues increased by $254,177, or 20%, to $1,556,743 for the three months ended
March 31, 2004 from $1,302,566 for the same period in the prior year.

Contributing significantly to the revenue increase are the following factors:

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

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

Revenue from a single customer accounted for approximately 89% of revenues for
the three months ended March 31, 2004, compared to 77% from another single
customer for the same period in 2003. The loss of this single customer will have
a material impact on the Company's operations or prospects.

Cost of revenues, consisting of $1,454,353 in boxing promotion costs and
$175,773 in media costs, increased by $388,381, or 14%, to $1,630,126 for the
three months ended March 31, 2004, compared to $1,241,745 incurred for the three
months ended March 31, 2003. The increase in cost of revenues is attributable to
the greater cost incurred in staging some of the events during the first quarter
of 2004 and the launch of the new Heavyweight Heroes series during the same
period. Gross profit decreased by $134,204 from a gross profit of $60,821 for
the three months ended March 31, 2003 to a gross loss of $73,383 for the three
months ended March 31, 2004. For the three months ended March 31, 2004, the
Company's gross margin decreased to a loss of 4.7%, compared to a gain of 4.7%
for the same period in the prior year. The primary reasons are as follows:

o    Start-up production costs for the new Heavyweight Heroes series; and

o    Losses in certain boxing events due to lower revenue realization.

The following represents a comparison of revenues, cost of revenues, and gross
(loss) profit by segment for the three months ended March 31, 2004 and March 31,
2003:
<TABLE>
<CAPTION>

                                                      THREE MONTHS ENDED MARCH 31,
                                                   2004        % of total        2003          % of total
                                                   ----        ----------        ----          ----------
<S>                                               <C>               <C>          <C>                   <C>
REVENUES
   Boxing promotions                              $1,327,373        85.3%        $1,036,377            79.6%
   Media                                             229,370        14.7%           266,189            20.4%
                                              --------------- ------------  ---------------- ----------------
        TOTAL REVENUES                             1,556,743       100.0%         1,302,566           100.0%
                                              --------------- ------------  ---------------- ----------------
COST OF REVENUES
   Cost of revenues - boxing promotions            1,454,353        93.4%           889,408            68.3%
   Cost of revenues - media                          175,773        11.3%           352,337            27.0%
                                              --------------- ------------  ---------------- ----------------
      TORAL COST OF REVENUES                       1,630,126       104.7%         1,241,745            95.3%
                                              --------------- ------------  ---------------- ----------------
GROSS INCOME
   Boxing promotions                                (126,980)       -8.2%           146,969            11.3%
   Media                                              53,597         3.4%           (86,148)           -6.6%
                                              --------------- ------------  ---------------- ----------------
        GROSS PROFIT (LOSS)                         ($73,383)       -4.7%           $60,821             4.7%
                                              =============== ============  ================ ================

</TABLE>
                                       27
<PAGE>
Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATION, continued:

COMPARISON OF THE THREE MONTHS ENDED MARCH 31, 2004 AND MARCH 31, 2003,
continued:

Selling, general and administrative expenses increased by 59% or $297,414 to
$799,647 for the three months ended March 31, 2004, from $502,233 in the prior
year. The Company recorded a non-cash expense, classified as "compensatory
element of stock and warrant issuances for selling, general and administrative
expenses", of $495,500 and $505,237 relating to the use of stocks and warrants
for obligations due under various consulting and employment agreements for the
three months ended March 31, 2004 and 2003, respectively.

Depreciation and amortization expense for property and equipment decreased to
$2,446 for the three months ended March 31, 2004, from $12,362 for the same
period in the prior year. Amortization expense of prepaid signing bonuses
increased by $22,750 to $143,088 for the three months ended March 31, 2004,
compared to $120,388 for the same period in the prior year. Amortization
expenses for intangible assets decreased by $69,229 to $68,333 for the three
months ended March 31, 2004, compared to $137,562 during the same period last
year.

The Company recorded $3,396,582 in financing costs paid in stocks and warrants
for the three months ended March 31, 2004, compared to $311,380 for the same
cost in the prior year. The increase results primarily from the conversion of
indebtedness that was due to the Company's president into equity (Please refer
to Part II -- Other Information, Item 2, Change In Securities), and a consulting
agreement executed in January 2004 (Please refer to Note 12 - Commitments and
Contingencies, Consulting Agreements in Notes to Consolidated Financial
Statements).

Interest expense, inclusive of related parties and other amounts, decreased by
$125,603 from $348,528 in first quarter 2003 to $222,925 for the three months
ended March 31, 2004. This decrease is attributable to a reduction of the
average interest rate on the Company's debt due to the replacement of a portion
of higher rate debt with lower rate debt, and to the conversion of the Company's
President's long-term debt into equity.


LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2004, the Company's cash position reflected a balance of $81,308,
an increase of $60,103 when compared to the $21,205 balance at December 31,
2003, and an increase of $60,297 when compared to the balance at March 31, 2003.
Additionally, at March 31, 2004, the Company had $535,980 held in escrow and
subject to release in accordance with the terms of its escrow agreement dated
February 17, 2004 (See Note 2).

Net cash used in operating activities was $1,583,601 during the three months
ended March 31, 2004, compared to net cash provided by operating activities of
$4,770 for the same period last year and primarily resulting from: (i) our net
losses of $5,176,904 in first quarter 2004 and $1,876,820 in first quarter 2003,
adjusted for depreciation and amortization of $213,867 in first quarter 2004 and
$742,679 in first quarter 2003; financing costs paid in stocks and warrants of
$2,888,874 in first quarter 2004 and $13,905 in first quarter 2003; debt
discount amortization of $507,708 in first quarter 2004 and $297,475 in first
quarter 2003; stock-based compensation expense of $495,500 in first quarter 2004
and $505,237 in first quarter 2003; and (ii) an increase in accrued expenses and
other current liabilities of $96,745 in first quarter 2004 and $353,896 in first
quarter 2003; an increase in accrued litigation and judgments payable of $19,208
in first quarter 2004 and $256,520 in first quarter 2003; an increase in
accounts payable of $15,531 in first quarter 2004; an increase in accounts
receivable of $127,212 in first quarter 2004 and $98,500 in first quarter 2003;
an increase of cash in escrow of $535,980 in first quarter 2004; and, increases
in deferred revenues and customer advances of $400,000 and $110,500 in first
quarter 2003, respectively, offset by a decrease in accounts payable of $187,844
in first quarter 2004.

Net cash provided by investing activities was $15,000 during the three months
ended March 31, 2004, compared to net cash used in investing activities of
$901,438 in 2002 for the same period last year. The activities in first quarter
2004 include the following: $10,000 used for prepaid signing bonuses paid,
compared to $630,000 for the same period last year; $25,000 in proceeds provided
from the sale of a boxer's exclusive promotional agreement; and, no funds
expended for the purchase of intangible assets, compared to $271,438 for the
same period last year.

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

LIQUIDITY AND CAPITAL RESOURCES, continued:

Net cash provided by financing activities was $1,628,704 during the three months
ended March 31, 2004, compared to $917,678 for the same period last year. The
amount provided in first quarter 2004 resulted primarily from: $315,000 from
notes and loans payable and $1,577,000 from convertible debt, $58,8656 from
stockholders and related parties, offset primarily by $246,500 used in note
payable repayments, and $58,277 used in repayments of stockholders' advances.

The Company incurred net losses of $5,176,904 and $1,876,820 during the three
months ended March 31, 2004 and 2003, respectively. In addition, the Company had
a working capital deficiency of $9,820,614 at March 31, 2004. Furthermore, the
Company had a stockholders' deficiency of $10,501,512 at March 31, 2004. These
factors continue to raise substantial doubts about the Company's ability to
continue as a going concern.

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

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

The Company is in default of several notes and loans payable in the aggregate
amount of approximately $2,370,000. The Company hopes to remedy these defaults
through additional borrowings, conversion of existing debt to equity, ownership
contributions, and/or renegotiation of existing terms and conditions of notes
and loans payable in default. If the Company is unable to cure these defaults,
it may significantly impede the Company's ability to raise additional funds
and/or to conduct normal business operations.

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

During the three months ended March 31, 2004, the Company had successfully
obtained external financing through private placements of convertible debt and
other short-term borrowings. In 2003, some of this debt has been converted to
common stock to be issued of the Company. The Company has taken certain actions
to address liquidity in several ways, namely:

During the three months ended March 31, 2004, the Company continued to explore
sources of additional financing to satisfy its current operating requirements.
In addition, the Company continues to focus in improving liquidity in several
ways, including:

     o    Reduction of operating costs;

     o    Increasing revenue by refocusing on existing properties and expanding
          its revenue base;

     o    Continuing to pursue the promotion of premium level boxing events;

     o    Pursuing production partnerships and joint ventures;

     o    Pursuing additional sources of debt and equity financing to satisfy
          its current operating requirements; and

     o    Continuing to negotiate with existing debt-holders and related parties
          to convert debt into equity.

                                       29
<PAGE>
Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS
          OF FINANCIAL CONDITION AND RESULTS OF OPERATION, continued:

EFFECT OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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

On May 15, 2003, the FASB issued SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity, which
establishes standards for how financial instruments that have characteristics of
both liabilities and equity instruments should be classified on the balance
sheet. The requirements of SFAS No. 150 generally outline those financial
instruments that give the issuer a choice of settling an obligation with a
variable number of securities or settling an obligation with a transfer of
assets or any mandatory redeemable security should be classified as a liability
on the balance sheet. At March 31, 2004, the Company did not have any
instruments that were within the scope of SFAS No. 150.


RISK FACTORS

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

                                       30
<PAGE>
ITEM 3. CONTROLS AND PROCEDURES

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

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

                                       31
<PAGE>
                          PART II -- OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS
Investor and Public Relations Agreement
On May 13, 2002 the Company entered into agreements with Investor Relation
Services, Inc, ("IRSI") and Summit Trading Limited ("Summit") (collectively the
"Consultants) to provide investor and public relations services. The agreement
engaged the consultants to provide one or more investor relations plans as well
as assistance in the coordination and execution of the agreed upon plan or
plans. A plan would include several services as defined in the agreement. The
agreement was to have been effective for the period from May 13, 2002 through
May 12, 2005. As compensation for the services, the Company was to issue the
Consultants 2,631,580 shares of Class A Common Stock of the Company. The fair
value of the shares to be issued of $3,236,843 was recorded as deferred
consulting fees and common stock to be issued based upon the value of the common
stock on the date on which that agreement was entered into. Deferred consulting
fees were to have been amortized over the three-year life of the agreement.
Amortization expense related to this agreement from inception to December 31,
2003 amounted to $1,186,802, and has been included in compensatory element of
stock issuances for selling, general and administrative expenses in the
accompanying consolidated statements of operations. In August 2002, the Company
terminated the contracts for cause when IRSI was deemed by the Company to be
unable to fulfill its contractual obligations to the Company when a principal of
IRSI was indicted for securities fraud.

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

On June 11, 2004, the Company completed execution of a final settlement of our
dispute with the Consultants pursuant to which we have agreed to issue to
Consultants 2,500,000 shares of the Company's common stock. The terms of the
settlement agreement provide that the Company shall distribute our pending proxy
statement to our stockholders for a vote within 60 days after the completion of
the review of such document by the Securities and Exchange Commission, and that
such shares shall only be paid to the Consultants after the approval by our
stockholders of an increase in the number of authorized shares of the Company to
100 million shares. In the event that the shares are not transferred on or
before September 1, 2004, then the settlement agreement shall be voidable by the
Consultants on 30 days written notice, whereupon the parties shall thereafter
continue the presently pending arbitration. As a result of this settlement,
since services were no longer being performed, the Company recognized a non-cash
expense of $1,375,699 as litigation settlement expense for the year ended
December 31, 2003. However, if the Company is unable to issue the shares
pursuant to the settlement agreement then there could be a material, adverse
effect on our revenues, profits, results of operations, financial condition and
future prospects of the Company.

J.P. Morgan Chase & Company
The Company had a $200,000 credit line through a bank. During 2001, the line of
credit expired and the bank converted the outstanding amount to a note payable.
The note was payable in 36 monthly principal payments of $5,549, plus 6%
interest per annum. The note was secured by assets of the Company and personally
guaranteed by certain stockholders of the Company. Furthermore, the President of
the Company was required to subordinate $578,735 of his loans to the Company in
connection with this note. The balance on this obligation at March 31, 2004
amounted to $93,507, which is categorized as accrued litigation and judgments
payable in the Company's consolidated financial statements.

On January 13, 2004, a judgment in the amount of $95,145 was entered into in
favor of the bank against the Company and its President in connection with the
default of the note outstanding. On May 5, 2004, the Company and the bank
reached a forbearance agreement whereby the Company would pay out the
outstanding principal amount, plus interest, in 60 monthly payments of $1,752
each, in exchange for forbearance on any additional efforts to collect upon the
unsatisfied portion of the judgment balance with interest at 4% per annum.

Zomba Recording Corporation
In July 2002, CKP and Mr. Kushner agreed to a stipulation for judgment against
the Company's President by Zomba Recording Corporation ("Zomba") related to
amounts owed Zomba under an Amended and Restated Promissory Note dated August 2,
2001 in the amount of $762,876. Further, in August, 2002, the Company's
President executed a Mortgage Security Agreement granting a security interest in
an apartment property owned by the Company's President to Zomba. As of March 31,
2004, the unpaid balance owed to Zomba by CKP was approximately $267,000 and is
reported as current notes payable.

                                       32
<PAGE>
Item 1. LEGAL PROCEEDINGS continued:

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

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

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

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

On September 15, 2003 the Company defaulted on Mathis SA because the required
shares were not issued and delivered to Mathis as required by the April 18, 2003
Mathis SA. As a result of the breach, Mathis was given the ability to enforce
the judgment amount against the Company and its President.

On February 18, 2004 the Company paid Mathis an additional fee of $75,000 in an
effort to forego any further action that Mathis was going to take either against
the Company or Kushner individually. On March 24, 2004, the Company and Mathis
entered into an amicable settlement arrangement whereby Mathis has agreed to
release the Company, Cedric Kushner Promotions, Ltd., Cedric Kushner
Productions, Ltd., and Cedric Kushner Boxing, Inc. from all liabilities and
obligations including but not limited to those obligations arising from the
Mathis SA, entered into effective as of April 18, 2003, and the judgment
obtained by Mathis in regards to a civil action against the Company's President
and certain subsidiaries of the Company in the United States District Court for
the Southern District of New York styled Buster Mathis, Jr. v. Cedric Kushner et
al. In exchange for such release the Company has hired Mathis in a consulting
capacity for a term of three years. Mathis will assist the Company as a talent
scout in its endeavors to search for young amateur boxers with professional
potential. In addition, Mathis has agreed to attend occasional meetings, events
or functions on behalf of the Company, and to advise, and discuss new concepts
and projects in development by the Company. As compensation for services
rendered, the Company has agreed to pay Mathis $363,000 in full by July 15, 2004
resulting in the Company recognizing an additional amount of $105,756 in
settlement expense in 2003. Additionally, the Company agreed that if Mathis
shall not have received the full compensation of $363,000 by July 15, 2004, then
the Company shall pay Mathis additional compensation of $3,500 per month for
each month that the sum of $363,000 (exclusive of the additional compensation)
has not been paid. At the sole option of the Company, in lieu of payments, the
Company may tender Mathis freely tradable shares of common stock of the Company
registered pursuant to a Form S-8 that the Company intends to file, although
there is no assurance that this will occur. At its sole and exclusive option,
the Company may elect to accelerate the payment schedule. As of March 31, 2004,
the Company has an outstanding balance of $278,000 due Mathis. As of August 12,
2004, the Company did not pay the $363,000 due on July 15, 2004, opting to pay
the additional monthly compensation of $3,500.

                                       33

<PAGE>
Item 1. LEGAL PROCEEDINGS continued:

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

          o         Monetary fines levied upon the Company and its officers and
                    directors;

          o         Permanently barring Messrs. Kushner, DiLorenzo and Angel
                    from serving as officers or directors of the Company and any
                    other publicly traded corporation; and

          o         Permanently restraining and enjoining the Company, its
                    officers and directors from violating the federal securities
                    laws, rules and regulations

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

Shane Mosley
On August 23, 2002, the Company and a boxer agreed to settle a disputed matter
related to the sharing of certain profits between the boxer and the Company. The
Company had agreed to pay the boxer approximately $610,000, excluding amounts
previously paid, plus interest by April 30, 2003. On June 2, 2003, the Company
defaulted on the agreed upon settlement terms, and a judgment was entered in
favor of the boxer in the approximate amount of $610,000, less any principal
paid by the Company. On July 16, 2003, a restraining order was placed in favor
of the boxer against the Company that prohibited the sale, transfer, assignment,
or interference of the Company's property at a certain financial institution
until the judgment is satisfied or vacated. As of March 31, 2004, the Company
had recorded as current notes payable approximately $510,000 as the remaining
liability to the boxer.

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

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

                                       34
<PAGE>
Item 1. LEGAL PROCEEDINGS continued:

National Sports Partners
On May 29, 2003, National Sports Partners, a New York general partnership
("NSP") and owner of Fox Sports Net Broadcast Service ("FOX"), commenced legal
action in the Supreme Court of the State of California, County of Los Angeles,
against the Company. NSP alleged that Company breached an agreement to pay for
advertising time pursuant to an agreement, failed to pay for certain production
fees and costs for producing and airing boxing events on Fox, and is suing the
Company for approximately $239,200, plus interest, costs and attorney fees. As
of March 31, 2004, the Company had accrued approximately $239,000 as a potential
liability to NSP.

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

                                       35
<PAGE>
Item 2. CHANGES IN SECURITIES

On January 6, 2004 the Company entered into a twelve-month consulting agreement
with a company to provide general consulting services to the Company. This
contract was then amended by letter agreement on January 30, 2004. Pursuant to
the agreement, the subsequent amendment, and in exchange for the various
services provided, the Company has agreed to issue to the consultant 3,000,000
restricted shares of the Company's common stock. Such shares shall contain
piggyback registration rights and shall not be issued until after the Company
obtains stockholder approval to increase the number of authorized shares of the
Company's common stock. Additionally the Company has agreed to issue to the
consultant an option to purchase 1,000,000 restricted shares of the Company's
common stock on a fully diluted basis; 500,000 shares at an exercise price of
$1.00 plus 500,000 shares at an exercise price of $2.00 per share. The shares
underlying the option shall contain piggyback registration rights and shall not
be issued until after the Company obtains stockholder approval to increase the
number of authorized shares of common stock of the Company. In the event that
stockholder approval to increase the number of authorized shares of the Company
is not successfully completed on or before June 30, 2004, the agreement shall be
deemed null and void and the parties shall attempt to renegotiate the terms. As
of the filing date of this report, stockholder approval to increase the number
of authorized shares of the Company has not been successfully completed, and the
Company and consultant are currently negotiating an amendment of the agreement.

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

During the three months ended March 31, 2004, the Company entered into note and
warrant agreements with various third parties for a combined total of $1,577,000
with interest due on the outstanding principal amount at the rate of 10% per
year, compounded annually. The notes shall be due on or before the 150th
calendar day after the date of the note. In the event the principal amount of
these notes, together with accrued but unpaid interest, are not paid on or
before the 150th calendar day after the date of the notes, the Holder shall be
required to convert the outstanding principal amount together with accrued but
unpaid interest, into that number of shares of the Company's common stock equal
to the outstanding principal amount together with accrued but unpaid interest,
divided by 85% of the five day average closing bid price of the Company's common
stock for the five trading day period immediately preceding the 150th calendar
day after the date of the notes. These notes will mature at various dates prior
to July 27, 2004. The outstanding balance, net of unamortized debt discount of
$1,103,160 as of March 31, 2004 was $473,840. Financing costs, related to the
amortization of the beneficial conversion feature for the three months ended
March 31, 2004 and included in the consolidated statement of operations,
amounted to $821,760. The beneficial conversion feature, was recorded pursuant
to Emerging Issues Task Force ("EITF") 00-27: Application of EITF No. 98-5,
"Accounting for Convertible Securities with Beneficial Conversion Features or
Contingently Adjustable Conversion Ratios," to certain convertible instruments.
In accordance with EITF 00-27, the Company evaluated the value of the beneficial
conversion feature and recorded this amount as a reduction to the carrying
amount of the convertible debt and as an addition to paid-in capital. In
connection with the convertible notes, the Company issued 788,500 warrants at an
exercise price of $0.50 per share in connection with the issuance of convertible
debt. The warrants are exercisable over a five-year period. The fair value of
the warrants of $0.90 was estimated at an average price of $1.12 per share on
the date of issuance, using the Black-Scholes pricing model. Financing costs,
related to these warrants for the three months ended March 31, 2004 and included
in the consolidated statement of operations, amounted to $709,445.


                                       36
<PAGE>
                          PART II -- OTHER INFORMATION


Item 3. DEFAULTS UPON SENIOR SECURITIES

During the first three months of 2004, there were no material defaults in the
payment of principal, interest, or any other material default with respect to
any indebtedness, nor has there been any arrearage in the payment of dividends
of any class of stock. Notwithstanding the foregoing, as of December 31, 2003
and continuing as of the date hereof, the Company was in default of
several notes and loans payable in the aggregate amount of approximately
$2,370,000. For a description of these defaults existing as of December 31,
2003, all of which continue to be in default as of the date hereof, see Notes 10
and 18 to our audited financial statements for the year ended December 31, 2003
which are incorporated by reference to our annual report on Form 10-KSB filed
with the Securities and Exchange Commission on June 25, 2004.


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

During the first three months of 2004, the Company did not submit any matters to
a vote of security holders.


Item 5. OTHER INFORMATION

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


Item 6. EXHIBITS AND REPORTS ON FORM 8-K

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

Exhibit
Number     Description

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

                                       37
<PAGE>
10.15*    Form of Convertible Promissory Note, executed between March 2002 and
          April 2002, between the Company and various purchasers in a private
          placement. (2)
10.16*    Form of Warrant to Purchase Common Stock, executed between March 2002
          and April 2002, between the Company and various purchasers in a
          private placement. (2)
10.17*    Form of Convertible Promissory Note, executed between January 2003 and
          March 2003, between the Company and various purchasers in a private
          placement. (3)
10.18*    Form of Warrant to Purchase Common Stock, executed between January
          2003 and March 2003, between the Company and various purchasers in a
          private placement. (3)
10.19*    Form of Note and Warrant Purchase Agreement, executed between January
          2003 and March 2003, between the Company and various purchasers in a
          private placement. (3)
10.20*    Form of Warrant to Purchase Common Stock, executed May, 28 2003
          between the Company and a purchaser in a private placement (3)
10.21*    Form of Note and Warrant Purchase Agreement, executed May, 28 2003
          between the Company and a purchaser in a private placement. (3) 10.22*
          Form of Convertible Promissory Note, executed May, 28 2003 between the
          Company and a purchaser in a private placement. (3)
10.23*    Form of Promissory Note, executed January 30, 2003, between the
          Company and a lender. (3)
10.24*    Form of Promissory Note, executed March 24, 2003, between the Company
          and a lender. (3)
10.25*    Form of Promissory Note, executed March 27, 2003, between the Company
          and a lender. (3)
10.26*    Form of Warrant to Purchase Common Stock, executed August 12, 2003
          between the Company and a purchaser in a private placement (3)
10.27*    Form of Convertible Promissory Note, executed August 12, 2003 between
          the Company and a purchaser in a private placement (3)
10.28*    Form of Note and Warrant Purchase Agreement, executed August 12, 2003
          between the Company and a purchaser in a private placement. (3)
10.29*    Form of Warrant to Purchase Common Stock between the Company and Yeend
          & Castaneda, dated September 5, 2003 (3)
10.30*    Consulting Agreement, effective January 6, 2004, between the Company
          and SOS Resource Services, Inc. (3)
10.31*    Amendment to the Consulting Agreement between the Company and SOS
          Resource Services, Inc., dated January 30, 2004. (3) 10.32* Form of
          Note and Warrant Purchase Agreement, executed December 2003, between
          the Company and various purchasers in a private placement. (3)
10.33*    Form of Warrant to Purchase Common Stock, executed December 2003,
          between the Company and various purchasers in a private placement. (3)
10.34*    Form of Convertible Promissory Note, executed December 2003, between
          the Company and various purchasers in a private placement. (3)
10.35*    Supplement to the Note and Warrant Purchase Agreement, executed
          December 2003, between the Company and various purchasers in a private
          placement. (3)
10.36*    Consulting Agreement, effective January 1, 2004, between the Company
          and Bulldog Management, LLC. (3)
10.37*    Form of Warrant to Purchase Common Stock, executed between January
          2004 and April 2004, between the Company and various purchasers in a
          private placement. (3)
10.38*    Form of Note and Warrant Purchase Agreement, executed between January
          2004 and April 2004, between the Company and various purchasers in a
          private placement. (3)
10.39*    Form of Convertible Promissory Note, executed between January 2004 and
          April 2004, between the Company and various purchasers in a private
          placement. (3)

                                       38
<PAGE>
10.40*    Supplement, dated March 19, 2004, to the Note and Warrant Purchase
          Agreement, executed between January 2004 and April 2004, between the
          Company and various purchasers in a private placement. (3)
10.41*    Supplement, dated March 29, 2004, to the Note and Warrant Purchase
          Agreement, executed between January 2004 and April 2004, between the
          Company and various purchasers in a private placement. (3)
10.42*    Exchange Agreement, dated February 19, 2004, between the Company and
          Cedric Kushner. (3)
10.43*    Amended Exchange Agreement, dated May 7, 2004, between the Company and
          Cedric Kushner. (3)
10.44*    Consulting Agreement, effective March 24, 2004, between the Company
          and Buster Mathis, Jr. (3)
10.45*    Promissory Note, dated September 1, 2003, between the Company and
          Dewayne Layfield. (4)
10.46     Consulting Agreement, effective June 1, 2004, between the Company and
          Roy Roberts
10.47     Form of Note and Warrant Purchase Agreement, executed between July
          2004 and August 2004, between the Company and various purchasers in a
          private placement.
10.48     Form of Convertible Promissory Note, executed between July 2004 and
          August 2004, between the Company and various purchasers in a private
          placement.
10.49     Form of Warrant to Purchase Common Stock, executed between July 2004
          and August 2004, between the Company and various purchasers in a
          private placement.
31.1      Certification by Chief Executive Officer pursuant to Sarbanes-Oxley
          Section 302.
31.2      Certification by Chief Financial Officer pursuant to Sarbanes-Oxley
          Section 302.
32.1      Certification by Chief Executive Officer pursuant to 18 U.S.C.
          Section 1350
32.2      Certification by Chief Financial Officer pursuant to 18 U.S.C.
          Section 1350


          * Previously filed.

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


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



                                       39
<PAGE>
SIGNATURES

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


CEDRIC KUSHNER PROMOTIONS, INC. & SUBSIDIARIES







Date: August 12, 2004                /s/ Cedric Kushner
                                    ------------------
                                    Cedric Kushner
                                    Chairman of the Board and
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)



Date: August 12, 2004                /s/ James DiLorenzo
                                    -------------------
                                    James DiLorenzo
                                    Executive Vice President and Treasurer
                                    (Principal Financial and Accounting Officer)



                                       40

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>2
<FILENAME>mar31200410qsbex311.txt
<TEXT>
Exhibit 31.1
                                  CERTIFICATION


   I, Cedric Kushner, certify that:

1.       I have reviewed this Form 10-QSB of Cedric Kushner Promotions, Inc.;

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

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

4.       The small business issuer's other certifying officer(s) and I are
         responsible for establishing and maintaining disclosure controls and
         procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
         and internal control over financial reporting (as defined in Exchange
         Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and
         have:


         (a) Designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the small
         business issuer, including its consolidated subsidiaries, is made known
         to us by others within those entities, particularly during the period
         in which this report is being prepared;


         (b) Designed such internal control over financial reporting, or caused
         such internal control over financial reporting to be designed under our
         supervision, to provide reasonable assurance regarding the reliability
         of financial reporting and the preparation of financial statements for
         external purposes in accordance with generally accepted accounting
         principles;


         (c) Evaluated the effectiveness of the small business issuer's
         disclosure controls and procedures and presented in this report our
         conclusions about the effectiveness of the disclosure controls and
         procedures, as of the end of the period covered by this report based on
         such evaluation; and


         (d) Disclosed in this report any change in the small business issuer's
         internal control over financial reporting that occurred during the
         small business issuer's most recent fiscal quarter (the small business
         issuer's fourth fiscal quarter in the case of an annual report) that
         has materially affected, or is reasonably likely to materially affect,
         the small business issuer's internal control over financial reporting;
         and

5.       The small business issuer's other certifying officer(s) and I have
         disclosed, based on our most recent evaluation of internal control over
         financial reporting, to the small business issuer's auditors and the
         audit committee of the small business issuer's board of directors (or
         persons performing the equivalent functions):


         (a) All significant deficiencies and material weaknesses in the design
         or operation of internal control over financial reporting which are
         reasonably likely to adversely affect the small business issuer's
         ability to record, process, summarize and report financial information;
         and


         (b) Any fraud, whether or not material, that involves management or
         other employees who have a significant role in the small business
         issuer's internal control over financial reporting.



         Date: August 12, 2004     /s/ Cedric Kushner
                                    ------------------
                                    Cedric Kushner
                                    Chief Executive Officer





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31
<SEQUENCE>3
<FILENAME>mar31200410qsbex312.txt
<TEXT>
Exhibit 31.2
                                  CERTIFICATION


   I, James DiLorenzo, certify that:

1.       I have reviewed this Form 10-QSB of Cedric Kushner Promotions, Inc.;

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

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

4.       The small business issuer's other certifying officer(s) and I are
         responsible for establishing and maintaining disclosure controls and
         procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
         and internal control over financial reporting (as defined in Exchange
         Act Rules 13a-15(f) and 15d-15(f)) for the small business issuer and
         have:


         (a) Designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the small
         business issuer, including its consolidated subsidiaries, is made known
         to us by others within those entities, particularly during the period
         in which this report is being prepared;


         (b) Designed such internal control over financial reporting, or caused
         such internal control over financial reporting to be designed under our
         supervision, to provide reasonable assurance regarding the reliability
         of financial reporting and the preparation of financial statements for
         external purposes in accordance with generally accepted accounting
         principles;


         (c) Evaluated the effectiveness of the small business issuer's
         disclosure controls and procedures and presented in this report our
         conclusions about the effectiveness of the disclosure controls and
         procedures, as of the end of the period covered by this report based on
         such evaluation; and


         (d) Disclosed in this report any change in the small business issuer's
         internal control over financial reporting that occurred during the
         small business issuer's most recent fiscal quarter (the small business
         issuer's fourth fiscal quarter in the case of an annual report) that
         has materially affected, or is reasonably likely to materially affect,
         the small business issuer's internal control over financial reporting;
         and

5.       The small business issuer's other certifying officer(s) and I have
         disclosed, based on our most recent evaluation of internal control over
         financial reporting, to the small business issuer's auditors and the
         audit committee of the small business issuer's board of directors (or
         persons performing the equivalent functions):


         (a) All significant deficiencies and material weaknesses in the design
         or operation of internal control over financial reporting which are
         reasonably likely to adversely affect the small business issuer's
         ability to record, process, summarize and report financial information;
         and


         (b) Any fraud, whether or not material, that involves management or
         other employees who have a significant role in the small business
         issuer's internal control over financial reporting.





         Date: August 12, 2004      /s/ James DiLorenzo
                                    -------------------
                                    James DiLorenzo
                                    Chief Financial Officer




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>4
<FILENAME>mar31200410qsbex321.txt
<TEXT>
Exhibit 32.1

                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

            PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, the undersigned certifies that (1) this Quarterly
report of Cedric Kushner Promotions, Inc. & Subsidiaries (the Company) on Form
10-QSB for the three months ended March 31, 2004 as filed with the Securities
and Exchange Commission on the date hereof (this "Report"), fully complies with
the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended, and (2) the information contained in this Report fairly
presents, in all material respects, the financial condition of the Company as of
March 31, 2004.





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



Date: August 12, 2004

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>5
<FILENAME>mar31200410qsbex322.txt
<TEXT>
Exhibit 32.2

                    CERTIFICATION OF CHIEF FINANCIAL OFFICER

            PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, the undersigned certifies that (1) this Quarterly
report of Cedric Kushner Promotions, Inc. & Subsidiaries (the Company) on Form
10-QSB for the three months ended March 31, 2004 as filed with the Securities
and Exchange Commission on the date hereof (this "Report"), fully complies with
the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended, and (2) the information contained in this Report fairly
presents, in all material respects, the financial condition of the Company as of
March 31, 2004.





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



Date: August 12, 2004

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>6
<FILENAME>june30200410qsbex1046.txt
<TEXT>
EXHIBIT 10.46

                              CONSULTING AGREEMENT

     THIS  AGREEMENT,  made,  entered into,  and effective this 1st day of June,
2004 (the "Effective Date"), by and between Roy Roberts,  an Individual with its
principal  place of business at 200 Winston  Drive,  Apartment  2603,  Cliffside
Park,  NJ 07010  (hereinafter  referred to as  "Consultant"),  and Cedric Kusher
Promotions, Inc., a Delaware corporation with its principal place of business at
1414 Avenue of  Americas,  Suite 406, NY, NY 10019  (hereinafter  referred to as
"Corporation").

                              W I T N E S S E T H:

     WHEREAS,  Consultant  desires to provide such  consulting  services for the
Corporation as an independent  contractor,  with the understanding that he shall
not be required to devote his full time to the business of the  Corporation  and
shall be free to pursue other personal and business interests; and

     WHEREAS,  the Company is  desirous  of  retaining  the  Consultant  for the
purpose of corporate planning and financial restructuring.

     NOW, THEREFORE,  in consideration of the premises,  the mutual covenants of
the parties  herein  contained  and other good and valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged by each of the parties
hereto, it is agreed as follows:

     1. CONSULTING ARRANGEMENT.

          1.1 Contract for Services.  The Corporation  hereby  contracts for the
services  of  Consultant  and  Consultant  agrees to  perform  such  duties  and
responsibilities  and to render advice and consulting as may be requested by the
Corporation from time to time during the term of this consulting  arrangement in
connection  with the  Corporation's  business  throughout  the United States and
world wide ("Consulting Arrangement").  Consultant shall use his best efforts to
keep the  Corporation  informed of all corporate  business  opportunities  which
shall come to his attention and appear beneficial to the Corporation's  business
so that the  Corporation  can  obtain the  maximum  benefits  from  Consultant's
knowledge, experience, and personal contacts.

          1.2 Services  Rendered by Consultant.  Said consulting  services shall
include,  but not be  limited  to,  re-structuring  the  balance  sheet  for the
Corporation,  negotiating with creditors,  retiring debt, contract  negotiation,
preparation  and review of Private  Placement  Memoranda,  and other  consulting
services as the Corporation  deems necessary  directed toward  strengthening the
Corporation's  financial position.  The Consultant also agrees that it will make
substantial  introductions to the Corporation to potential  investors who may be
interested in investing in various financing  vehicles being offered for sale by
the Corporation.

          1.3 Prohibited Services. The services to be rendered by the Consultant
to the Corporation shall under no circumstances include, directly or indirectly,
the following:  (i) any  activities  which could be deemed by the Securities and
Exchange  Commission to constitute  investment  banking or any other  activities
required the  Consultant  to register as a  broker-dealer  under the  Securities
Exchange  Act of 1934;  (ii) any  activities  which  could  be  deemed  to be in
connection   with  the  offer  or  sale  of  securities  in  a   capital-raising
transaction;  or (iii) any market making or promotional  activities regarding or
involving the Company's common stock.

                                       1
<PAGE>
     2.  RELATIONSHIP  BETWEEN  PARTIES.  During  the  term  of  the  Consulting
Arrangement,  Consultant  shall be deemed to be an  independent  contractor.  He
shall be free to devote his time,  energy and skill to any such person,  firm or
company as he deems advisable except to the extent he is obligated to devote his
time,  energy  and  skill  to the  Corporation  pursuant  to the  terms  of this
Agreement,  his obligation to the Corporation shall supercede other obligations.
Consultant  shall not be considered as having an employee  status  vis-a-vis the
Corporation,  or by virtue  of the  Consulting  Arrangement  being  entitled  to
participate  in any plans,  arrangements  or  distributions  by the  Corporation
pertaining to or in connection with any pension,  stock,  bonus, profit sharing,
welfare  benefits,  or  similar  benefits  for  the  regular  employees  of  the
Corporation. The Corporation shall not withhold any taxes in connection with the
compensation  due Consultant  hereunder,  and Consultant will be responsible for
the payment of any such taxes and hereby  agrees to  indemnify  the  Corporation
against nonpayment thereof.

     3. COMPENSATION FOR THE CONSULTING ARRANGEMENT.

          3.1  Consideration  for Consulting  Services.  It is understood by the
Consultant  that the  Company is  currently  in the  process of  undertaking  to
solicit  proxies from its  shareholders  seeking to authorize an increase in the
number of  authorized  shares of common  stock of the  Company  from 20  million
shares to 100 million shares (the "Proxy").  As consideration for the consulting
services to be provided by  Consultant  during the term of this  Agreement,  the
Consultant  shall receive  monthly,  commencing  on the  effective  date of this
agreement and continuing until the agreement's  termination,  10,000  restricted
shares of the company's  common  stock.  Such shares shall be paid to Consultant
within 30 days of the completion of the proxy and any other necessary  corporate
action which must be taken to issue said  shares,  such  corporate  action to be
undertaken as quickly as  practicable.  The Company shall  undertake to register
the shares on a Form S-8  registration  statement  filing with SEC and shall use
reasonable efforts to seek effectiveness of the registration statement, but does
not hereby  guarantee the success of those efforts.  In the event that the Proxy
is not successfully  completed on or before November 1, 2004, the parties hereto
shall  attempt  to  renegotiate  the terms of  compensation  otherwise  provided
hereunder.   In  the  event  that  the  parties   cannot  agree  on  alternative
compensation,  this Agreement  shall be void and the  Corporation  shall have no
obligation to the Consultant hereunder.

          3.2  Expenses.  Company  agrees  to pay for  all  costs  and  expenses
incurred  associated with its employees' working with the Consultant,  including
lodging,  meals,  and travel as necessary.  Consultant shall furnish a completed
expense report to be approved by the Company prior to any reimbursement.

     4. TERM OF CONSULTING  ARRANGEMENT.  The Consulting Arrangement shall begin
effective as of the Effective  Date of this  Agreement and shall  continue for a
period of six (6) months (the "Consulting Period").

     5. CONFIDENTIALITY COVENANTS.

          5.1  Acknowledgments  by the Consultant.  The Consultant  acknowledges
that  (a)  during  the  Consulting  Period  and  as a  part  of  his  Consulting
Arrangement,  the Consultant will be afforded access to Confidential Information
(as defined below); (b) public disclosure of such Confidential Information could
have an adverse  effect on the  Corporation  and its  business;  (c) because the
Consultant possesses  substantial  technical expertise and skill with respect to
the  Corporation's   business,  the  Corporation  desires  to  obtain  exclusive
ownership of each Consultant  Invention (as defined below),  and the Corporation
will  be at a  substantial  competitive  disadvantage  if it  fails  to  acquire
exclusive  ownership of each  Consultant  Invention;  (d) the provisions of this
Section 5 are reasonable and necessary to prevent the improper use or disclosure
of  Confidential  Information  and to provide  the  Corporation  with  exclusive
ownership of all Consultant Inventions.

                                       2
<PAGE>
          5.2 Agreements of the Consultant. In consideration of the compensation
and benefits to be paid or provided to the Consultant by the  Corporation  under
this Agreement, the Consultant covenants as follows:

     (a)  Confidentiality.  During and  following  the  Consulting  Period for a
period of not less than three years,  the Consultant will hold in confidence the
Confidential  Information and will not disclose it to any person except with the
specific  prior  written  consent  of the  Corporation  or except  as  otherwise
expressly permitted by the terms of this Agreement.

     (i) Any trade  secrets of the  Corporation  will be  entitled to all of the
protections  and benefits  under New York  Statutes and common law and any other
applicable  law. If any  information  that the  Corporation  deems to be a trade
secret is found by a court of  competent  jurisdiction  not to be a trade secret
for  purposes  of  this  Agreement,  such  information  will,  nevertheless,  be
considered  Confidential   Information  for  purposes  of  this  Agreement.  The
Consultant  hereby waives any requirement  that the Corporation  submit proof of
the economic value of any trade secret or post a bond or other security.

     (ii) None of the foregoing obligations and restrictions applies to any part
of the Confidential  Information that the Consultant  demonstrates was or became
generally  available to the public other than as a result of a disclosure by the
Consultant.

     (iii)  The  Consultant  will not  remove  from the  Corporation's  premises
(except to the extent such  removal is for  purposes of the  performance  of the
Consultant's  duties  at  home  or  while  traveling,  or  except  as  otherwise
specifically  authorized by the  Corporation)  any document,  record,  notebook,
plan, model,  component,  device, or computer software or code, whether embodied
in a disk or in any other form  (collectively,  the  "Proprietary  Items").  The
Consultant  recognizes that, as between the Corporation and the Consultant,  all
of the Proprietary  Items,  whether or not developed by the Consultant,  are the
exclusive  property of the  Corporation.  Upon  termination of this Agreement by
either  party,  or upon the  request of the  Corporation  during the  Consulting
Period,  the Consultant  will return to the  Corporation  all of the Proprietary
Items in the Consultant's possession or subject to the Consultant's control, and
the  Consultant  shall not  retain any  copies,  abstracts,  sketches,  or other
physical embodiment of any of the Proprietary Items.

     (b)  Consultant   Inventions.   Each   Consultant   Invention  will  belong
exclusively  to the  Corporation.  The Consultant  acknowledges  that all of the
Consultant's writing,  works of authorship,  and other Consultant Inventions are
works  made  for  hire  and  the  property  of the  Corporation,  including  any
copyrights,  patents, or other intellectual  property rights pertaining thereto.
If it is  determined  that any such  works  are not  works  made for  hire,  the
Consultant  hereby assigns to the  Corporation  all of the  Consultant's  right,
title,  and  interest,  including  all rights of  copyright,  patent,  and other
intellectual  property  rights,  to  or  in  such  Consultant  Inventions.   The
Consultant covenants that he will promptly:

     (i) disclose to the Corporation in writing any Consultant Invention;

     (ii)assign to the Corporation or to a party  designated by the Corporation,
at the Corporation's  request and without  additional  compensation,  all of the
Consultant's  right to the  Consultant  Invention  for the United States and all
foreign jurisdictions;

     (iii)   execute  and  deliver  to  the   Corporation   such   applications,
assignments,  and other  documents  as the  Corporation  may request in order to
apply  for and  obtain  patents  or  other  registrations  with  respect  to any
Consultant Invention in the United States and any foreign jurisdictions;

     (iv)sign all other papers necessary to carry out the above obligations; and

                                       3
<PAGE>
     (v) give  testimony  and  render  any other  assistance  in  support of the
Corporation's rights to any Consultant Invention.

          5.3 Disputes or Controversies. The Consultant recognizes that should a
dispute or  controversy  arising from or relating to this Agreement be submitted
for  adjudication to any court,  arbitration  panel,  or other third party,  the
preservation of the secrecy of Confidential Information may be jeopardized.  All
pleadings,  documents,  testimony, and records relating to any such adjudication
will be  maintained  in secrecy  and will be  available  for  inspection  by the
Corporation,  the Consultant,  and their respective  attorneys and experts,  who
will  agree,  in advance  and in  writing,  to  receive  and  maintain  all such
information in secrecy, except as may be limited by them in writing.

          5.4 Definitions.

     (a) For the purposes of this Section 5,  "Confidential  Information"  shall
mean any and all:

     (i) trade secrets  concerning the business and affairs of the  Corporation,
product  specifications,  data,  know-how,  formulae,  compositions,  processes,
designs, sketches, photographs, graphs, drawings, samples, inventions and ideas,
past,  current,  and  planned  research  and  development,  current  and planned
manufacturing or distribution methods and processes, customer lists, current and
anticipated customer requirements, non-public financial or business information,
price lists,  market  studies,  business plans,  computer  software and programs
(including  object  code  and  source  code),  computer  software  and  database
technologies,  systems,  structures,  and  architectures  and related  formulae,
compositions,    processes,   improvements,   devices,   know-how,   inventions,
discoveries,  concepts,  ideas, designs, methods and information,  and any other
information,  however  documented,  that is a trade secret within the meaning of
Chapter 688, Florida Statutes;

     (ii)information  concerning  the  business  and affairs of the  Corporation
(which  includes  historical  financial  statements,  financial  projections and
budgets, historical and projected sales, capital spending budgets and plans, the
names and  backgrounds of key personnel,  personnel  training and techniques and
materials, however documented; and

     (iii) notes, analysis, compilations, studies, summaries, and other material
prepared by or for the Corporation  containing or based, in whole or in part, on
any information included in the foregoing.

     (b) For the purposes of this Section 5,  "Consultant  Invention" shall mean
any idea, analysis, compilation, invention, technique, modification, process, or
improvement (whether subject to patent, copyright or trademarkable protection --
or not), any industrial  design  (whether  registerable or not), and any work of
authorship (whether or not copyright protection may be obtained for it) created,
conceived, or developed by the Consultant,  either solely or in conjunction with
others, during the Consulting Period, or a period that includes a portion of the
Consulting  Period,  that  relates in any way to, or is useful in any manner in,
the  business  then  being   conducted  or  proposed  to  be  conducted  by  the
Corporation,  and any such item created by the  Consultant,  either solely or in
conjunction with others,  following  termination of the Consultant's  Consulting
Arrangement  with  the  Corporation,  that is  based  upon or uses  Confidential
Information.

     6. NON-COMPETITION AND NON-INTERFERENCE

          6.1  Acknowledgments  by the Consultant.  The Consultant  acknowledges
that:  (a) the  services to be performed  by him under this  Agreement  are of a
special,  unique, unusual,  extraordinary,  and intellectual character;  (b) the
Corporation's  business  is  national  in scope  and its  products/services  are
marketed  throughout  the United  States  and world  wide;  (c) the  Corporation
competes with other businesses that are or could be located in any part of

                                       4
<PAGE>
the United  States and world  wide;  (d) the  provisions  of this  Section 6 are
reasonable and necessary to protect the Corporation's business.

          6.2   Covenants   of  the   Consultant.   In   consideration   of  the
acknowledgments by the Consultant,  and in consideration of the compensation and
benefits  to be paid or  provided  to the  Consultant  by the  Corporation,  the
Consultant  covenants that he is expressly  prohibited from any of the following
(either  directly or indirectly)  during the period of the Consulting  Agreement
and for three years after the conclusion of the Consulting Agreement:

     (a) disclosing any Confidential Information of the Corporation.

     (b) consulting for or investing in, owning, managing, operating, financing,
controlling,   or  participating  in  the  ownership,   management,   operation,
financing,  or control of, be employed  by,  associated  with,  or in any manner
connected  with,  lend  the  Consultant's  name or any  similar  name  to,  lend
Consultant's  credit to or render  services  or advice  to, any  business  whose
products  or  activities  compete  in whole  or in part  with  the  products  or
activities of the Corporation anywhere within the United States;

     (c)  whether  for the  Consultant's  own  account or for the account of any
other person,  soliciting  business of the same or similar type being carried on
by the Corporation,  from any person known by the Consultant to be a customer or
competitor  of the  Corporation,  whether  or not the  Consultant  had  personal
contact  with such person  during and by reason of the  Consultant's  Consulting
Arrangement with the Corporation;

     (d)  whether for the  Consultant's  own account or the account of any other
person  (i)  soliciting,  employing,  or  otherwise  engaging  as  an  employee,
independent  contractor,  or otherwise,  any person who is or was an employee of
the  Corporation  at any time  during  the  Consulting  Period or in any  manner
inducing or  attempting to induce any employee of the  Corporation  to terminate
his Consulting  Arrangement or employment  arrangement with the Corporation;  or
(ii) interfering with the Corporation's  relationship with any person, including
any  person  who at any time  during  the  Consulting  Period  was an  employee,
contractor, supplier, or customer of the Corporation; or

     (e) at any time  during or after the  Consulting  Period,  disparaging  the
Corporation  or any of its  shareholders,  directors,  officers,  employees,  or
agents.

     If any covenant in this Section 6.2 is held to be unreasonable,  arbitrary,
or against public policy,  such covenant will be considered to be divisible with
respect to scope,  time,  and geographic  area, and such lesser scope,  time, or
geographic  area,  or all of them,  as a court  of  competent  jurisdiction  may
determine to be reasonable,  not arbitrary,  and not against public policy, will
be effective,  binding,  and enforceable  against the Consultant.  The period of
time applicable to any covenant in this Section will be extended by the duration
of any violation by the Consultant of such covenant.

     7. NOTICES. All notices, consents,  waivers, and other communications under
this  Agreement  must be in  writing  and will be deemed to have been duly given
when (a) delivered by hand (with written  confirmation of receipt),  (b) sent by
facsimile (with written confirmation of receipt), provided that a copy is mailed
by  registered  mail,  return  receipt  requested,  or (c) when  received by the
addressee,  if  sent  by a  nationally  recognized  overnight  delivery  service
(receipt  requested),  in each case to the  appropriate  addresses and facsimile
numbers set forth below (or to such other  addresses and facsimile  numbers as a
party may designate by notice to the other parties):

                                       5
<PAGE>
     If to the Corporation:      Cedric Kusher Promotions, Inc. a Delaware Corp.
                                 James Dilorenzo, Vice President
                                 1414 Avenue of Americas
                                 Suite 406
                                 New York, New York 10019

     If to the Consultant:       Roy Roberts
                                 200 Winston Drive
                                 Apartment 2603
                                 Cliffside Park, NJ 07010


     8.  BINDING  EFFECT.  This  Agreement  shall  extend to, shall inure to the
benefit  of and shall be  binding  upon all the  parties  hereto and upon all of
their respective heirs, successors and representatives.

     9. ENTIRE AGREEMENT. This Agreement,  including the agreements incorporated
by  reference,  contains  the entire  Agreement  among the  parties  hereto with
respect to the matters  contemplated  hereby and supersedes all prior agreements
and  undertakings  between  the  parties  with  respect  to such  matters.  This
Agreement may not be amended, modified or terminated in whole or in part, except
in writing, executed by each of the parties hereto.

     10.  INDEMNIFICATION.   Consultant  hereby  agrees  to  hold  harmless  and
indemnify  Corporation from and against any and all loss, damage,  expense,  and
cost (including reasonable attorneys' fees incurred in connection with the same)
incurred by  Corporation as a result of  Consultant's  breach of any covenant or
agreement made herein.

     11. SPECIFIC PERFORMANCE. The Consultant acknowledges that any violation of
the restrictive covenants or confidentiality  provisions in this agreement would
result in damages to the Corporation that are imminent and irrevocable in nature
and are  further  difficult  to  measure  in terms of  monetary  damages.  It is
acknowledged  and agreed by Consultant that any breach of these provisions shall
constitute  irreparable injury to the Corporation and Consultant consents to the
entry of a temporary,  preliminary  and permanent  injunction  without need of a
bond to prevent any such injury to the Corporation.

     12.  SEVERABILITY.  Should any part of any  provision of this  Agreement be
declared  invalid  by a  court  of  competent  jurisdiction,  such  decision  or
determination  shall not affect the  validity of any  remaining  portion of such
provision or any other provision and the remainder of the Agreement shall remain
in full force and  effect  and shall be  construed  in all  respects  as if such
invalid or unenforceable provision or portion thereof were not contained herein.
In the event of a declaration  of invalidity,  the provision or portion  thereof
declared invalid shall not necessarily be invalidated in its entirety, but shall
be observed  and  performed  by the parties to the  Agreement to the extent such
provision is valid and enforceable.

     13.  SECTION  HEADINGS.  The  section  headings  contained  herein  are for
convenience  of reference only and shall not be considered any part of the terms
of this Agreement.

     14. CHOICE OF LAW. This  Agreement  shall be  interpreted  and performed in
accordance  with  the laws of the  State of New  York,  and the  parties  agree,
notwithstanding  the  principles  of conflicts of law, that the internal laws of
the State of New York shall  govern and  control the  validity,  interpretation,
performance,  and enforcement of this Agreement. Venue for any action under this
Agreement shall rest in the Courts of New York County in the State of New York.

                                       6
<PAGE>
     IN  WITNESS  WHEREOF,  Consultant  has  hereunto  put  his  hand,  and  the
Corporation  has caused this  instrument to be executed in its corporate name by
its duly authorized officer, all as of the day and year first above written.

     NOTE: ALL OTHER PREVIOUS  AGREEMENTS  SIGNED OR UNSIGNED ARE NULL AND VOID.
THIS AGREEMENT WILL BE FINAL UNLESS BOTH PARTIES AGREE TO IN WRITING FOR ANY AND
ALL OTHER CHANGES.

     CONSULTANT:                            CORPORATION:


     Roy Roberts                            Jim DiLorenzo, Vice President

     By: ______________________             By: ________________________


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                                       7

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>7
<FILENAME>june30200410qsbex1047.txt
<TEXT>
EXHIBIT 10.47

                       NOTE AND WARRANT PURCHASE AGREEMENT

THIS SUBSCRIPTION IS EXECUTED IN RELIANCE UPON THE EXEMPTION PROVIDED BY SECTION
4(2) AND REGULATION D, RULE 506 FOR TRANSACTIONS NOT INVOLVING A PUBLIC OFFERING
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE  "SECURITIES  ACT"). THE NOTES
AND WARRANTS BEING OFFERED INVOLVE A HIGH DEGREE OF RISK.

THE  NOTE  AND   WARRANTS   THAT  YOU   PURCHASE  IN  THIS   OFFERING  ARE  ONLY
CONVERTIBLE/EXERCISBALE INTO SHARES OF COMMON STOCK UPON SHAREHOLDER APPROVAL TO
INCREASE ITS AUTHORIZED  SHARES TO  100,000,000  AND THE COMPANY CANNOT GIVE ANY
ASSURANCES THAT IT WILL RECEIVE SHAREHOLDER  APPROVAL.  IN THE EVENT THE COMPANY
DOES NOT RECEIVE  SHAREHOLDER  APPROVAL TO INCREASE ITS AUTHORIZED COMMON STOCK,
THE   SECURITES   THAT   YOU   PURCHASE   IN  THIS   OFFERING   WILL  NOT  BE  A
CONVERTIBLE/EXERCISABLE INSTRUMENT.

     This NOTE AND WARRANT PURCHASE  AGREEMENT (this  "Agreement"),  dated as of
July  15,  2004  is made by and  among  Cedric  Kushner  Promotions,  Inc,  (the
"Company"),  and the Purchasers  named on the signature  pages hereto,  together
with their  permitted  transferees  (each, a "Purchaser" and  collectively,  the
"Purchasers").

                                    RECITALS:

A. The Company and the Purchaser are executing and delivering  this Agreement in
reliance upon the exemption  from  securities  registration  afforded by Section
4(2) of the Securities Act of 1933, as amended, (the "Securities Act).

B.  The  Purchasers  desire,  upon  the  terms  and  conditions  stated  in this
Agreement,  to purchase, for an aggregate purchase price of a minimum of $10,000
and a maximum of up to $1,000,000, shares of Common Stock of the Company.

In consideration  of the premises and the mutual covenants  contained herein and
other good and valuable consideration,  the receipt and sufficiency of which are
hereby acknowledged, the Company and the Purchaser hereby agree as follows:

1.  The  Loan.  Subject  to  the  terms  of  this  Agreement,  ____________  the
undersigned Purchaser hereby agrees to loan Cedric Kushner Promotions, Inc. (the
"Company") the principal amount set forth on the signature page hereof. The loan
shall be evidenced by a 10% promissory note in  substantially  the form attached
hereto  as  Exhibit  A (the  "Note").The  term  "Securities"  when  used in this
Agreement shall mean the Notes and/or Warrants.  Notwithstanding anything herein
to the contrary,  the Purchaser  acknowledges  and agrees that,  pursuant to the
terms of the Note, in the event the principal amount of the Note,  together with
accrued but unpaid interest,  is not paid on or before the one hundred twentieth
(120th)  calendar  day after the date of the Note,  the  Company  shall  have an
additional  thirty (30)  calendar days in which to pay the principal and accrued
but unpaid  interest.  In the event the principal  amount of the Note,  together
with accrued but unpaid  interest,  is not paid on or before the one hundred and
fiftieth  (150th)  calendar day after the date of the Note, the Purchaser  shall
have the right in its sole and absolute  discretion  to convert the  outstanding
principal amount of the Note,  together with accrued but unpaid  interest,  into
that number of shares of the  Company's  common  stock equal to the  outstanding
principal amount of the Note, together with accrued but unpaid interest, divided
by  eighty-five  percent (85%) of the five day average  closing bid price of the
Company's common stock for the five trading day period immediately preceding the
Company's receipt of the Holder's notice to convert and the Note, with a maximum
conversion price of $0.50 per share and a minimum conversion price

                                       1
<PAGE>
of $0.30 per share. Unless otherwise defined, the capitalized terms herein shall
have the meanings assigned to such terms in the Note.

     The Purchaser  acknowledges  and agrees that the Note is one of a number of
other promissory notes, which are substantially the same as the Note, which such
Notes are being issued in connection  with the offering of the Note. The Company
is seeking to raise  gross  proceeds  in the  minimum  amount of $10,000 and the
gross maximum amount of $1,000,000 pursuant to the issuance of these Notes.

At the Closing, each Purchaser will pay the amount set forth beneath its name on
the  signature  page  hereof by either  check or wire  transfer  of  immediately
available  funds to Wachovia Bank,  National  Association in accordance with the
wire  instructions  set forth on the signature  page.  Wachovia  Bank,  National
Association  shall act as escrow agent.  The Company will deliver the Securities
to the  Purchaser  no later  than ten (10)  calendar  days  after the  Company's
receipt of the net purchase price from escrow.

2.  Issuance of Warrant.  For every $2.00 face amount of Note the Company  shall
issue the  Purchaser a warrant  (the  "Warrant")  to  purchase  one (1) share of
common stock of the Company,  with a term of 5 years and an exercise price equal
to $0.50.  The Warrant shall be in  substantially  the form  attached  hereto as
Exhibit B. There will be no warrants for fractional shares. If fractional shares
would  occur  based  upon  the  mathematical  formula  used in this  Section  to
calculate  the number of shares to be issued upon the  exercise of the  Warrant,
the  amount  of  shares  will  be  rounded  up  to  the  next   highest   share.
NOTWITHSTANDING  THE FOREGOING,  THERE ARE NOT SUFFICIENT SHARES OF COMMON STOCK
OF THE COMPANY  AUTHORIZED  OR RESERVED TO ISSUE SUCH SHARES OF COMMON  STOCK OF
THE COMPANY IF THE WARRANT WERE EXERCISED ON THE DATE HEREOF.  IF SUCH NUMBER OF
SHARES OF COMMON  STOCK OF THE COMPANY ARE FOR ANY REASON  WHATSOEVER  STILL NOT
AVAILABLE  TO BE  ISSUED  BY THE  COMPANY  AT THE  TIME OF THE  EXERCISE  OF THE
WARRANT,  THE  COMPANY  SHALL SO ISSUE  SUCH  SHARES OF COMMON  STOCK AS SOON AS
PRACTICABLE.

3.  Acceptance of  Subscription.  The Purchaser  understands and agrees that the
Company, in its sole discretion,  reserves the right to accept or reject this or
any other  subscription  for Notes, in whole or in part,  notwithstanding  prior
receipt by the  Purchaser  of notice of  acceptance  of this  subscription.  The
Company shall have no obligation  hereunder  until the Company shall execute and
deliver  to  the  Purchaser  an  executed  copy  of  this  Agreement.   If  this
subscription is rejected in whole, all funds received from the Purchaser will be
returned without  interest,  penalty,  expense or deduction,  and this Agreement
shall  thereafter  be of no further  force or effect.  If this  subscription  is
rejected in part, the funds for the rejected portion of this  subscription  will
be returned without interest,  penalty, expense or deduction, and this Agreement
will  continue  in full  force and effect to the extent  this  subscription  was
accepted.

4.   Representations   and  Warranties.   The  Purchaser  hereby   acknowledges,
represents, warrants and agrees as follows:

(a) None of the  Notes or shares of  common  stock  underlying  the Notes or the
Warrant  are  registered  under the  Securities  Act of 1933,  as  amended  (the
"Securities Act"), or any state securities laws. The Purchaser  understands that
the  offering  and sale of the Notes and  Warrant is  intended to be exempt from
registration under the Securities Act, by virtue of Section 4(2) thereof and the
provisions of  Regulation D promulgated  thereunder,  based,  in part,  upon the
representations,  warranties and  agreements of the Purchaser  contained in this
Agreement;

(b)  The  Purchaser  and  the  Purchaser's   attorney,   accountant,   purchaser
representative and/or tax advisor, if any (collectively,  the "Advisors"),  have
received all documents  requested by Purchaser and its Advisors as they consider
necessary or  appropriate  to evaluate the risks and merits of an  investment in
the Notes and Warrants,  and have had access to all the Company's filings on the
Electronic Data Gathering and Retrieval  System  ("EDGAR"),  (collectively,  the
"SEC  Documents").  Purchaser  acknowledges  that the  Company is subject to the
periodic  reporting  requirements  of the  Securities  Exchange Act of 1934,  as
amended (the  "Exchange  Act") and the Purchaser has reviewed  copies of all SEC
Documents deemed relevant by the Purchaser and its Advisors (including,  without
limitation,  any Risk Factors contained therein). The Purchaser and its Advisors
have carefully reviewed such documents and understand the information  contained
therein. The Purchaser and its Advisors understand that the

                                        2
<PAGE>
Company is not  current  with its EDGAR  filings.  The Company has not filed its
Form 10-QSB for the period ending March 31, 2004. The Purchaser and its Advisors
understand that the Company has been delisted from the over the counter bulletin
board and its securities are currently trading on the Pink Sheets. The Purchaser
and its  Advisors  understand  that on March 24,  2004,  the SEC brought a civil
action against Cedric Kushner  Promotions,  Inc. and its officers and directors.
The action  alleges that Cedric  Kushner  Promotions,  Inc. and its officers and
directors  violated  Section  10(b) of the  Securities  Exchange Act of 1934 and
Exchange  Rule  10b-5  thereunder.  The staff  also  alleges  that the  officers
violated Section 302(a) of the Public Company  Accounting  Reform and Purchasers
Protection Act of 2002 and Exchange Act Rule 13a-14 thereunder. In addition, the
staff further  alleges that the officers and directors  aided and abetted Cedric
Kushner  Promotions,  Inc.'s violation of the Exchange Act Sections 13(a), 13(b)
(2) (A), 13 (b) (2) (B) and Exchange Act Rules 12b-20 and 13a-1 thereunder;

(c) Neither the  Securities  and Exchange  Commission  nor any state  securities
commission has approved the Notes,  Warrant or shares of common stock underlying
the Notes or Warrant or passed  upon or endorsed  the merits of the  offering or
confirmed the accuracy or determined the adequacy of the offering documents. The
offering documents have not been reviewed by any Federal,  state,  provincial or
other regulatory authority;

(d) All documents,  records, and books pertaining to the investment in the Notes
or the Warrant have been made available for inspection by such Purchaser and the
Advisors, if any;

(e) The Purchaser and the Advisors, if any, have had a reasonable opportunity to
ask questions of and receive  answers from a person or persons  acting on behalf
of the  Company  concerning  the  offering  of the Notes and the Warrant and the
business,  financial  condition,  results of  operations  and  prospects  of the
Company,  and all such questions have been answered to the full  satisfaction of
the Purchaser and the Advisors, if any;

(f) In evaluating the suitability of an investment in the Company, the Purchaser
has not relied upon any  representation  or other  information (oral or written)
other than as stated in the  offering  documents or as contained in documents or
answers to  questions  so  furnished  to the  Purchaser  or the  Advisors by the
Company;

(g) The  Purchaser is unaware of, is no way relying on, and did not become aware
of the offering of the Notes or the Warrant  through or as a result of, any form
of general  solicitation or general advertising  including,  without limitation,
any  article,  notice,  advertisement  or other  communication  published in any
newspaper,  magazine or similar media or broadcast over  television or radio, in
connection  with the  offering  and sale of the Notes and the Warrant and is not
subscribing for Notes or the Warrant and did not become aware of the offering of
the Notes and Warrant  through or as a result of any seminar or meeting to which
the Purchaser was invited by, or any solicitation of a subscription by, a person
not  previously  known  to the  Purchaser  in  connection  with  investments  in
securities generally;

(h) The  Purchaser has taken no action which would give rise to any claim by any
person for  brokerage  commissions,  finders'  fees or the like relating to this
Agreement or the transactions  contemplated hereby,  except for the Finder's Fee
Agreement  between the Company and Clayton  Dunning & Company,  Inc.,  a copy of
which is attached as Exhibit C;

(i)  The  Purchaser  or the  Purchaser's  representative,  as the  case  may be,
together with the  Advisors,  have such  knowledge and  experience in financial,
tax, and business matters, and, in particular,  investments in securities, so as
to enable them to utilize the  information  made available to them in connection
with the  offering of the Notes and the Warrant to evaluate the merits and risks
of an  investment  in the Notes and the  Warrant  and the Company and to make an
informed investment decision with respect thereto;

(j) The  Purchaser  is not relying on the  Company,  or any of its  employees or
agents with respect to the legal, tax, economic and related considerations of an
investment  in the Notes or the  Warrant,  and the  Purchaser  has relied on the
advice of, or has consulted with, only his own Advisors;

(k) The  Purchaser  is  acquiring  the Notes  and the  Warrant  solely  for such
Purchaser's  own  account  for  investment  and  not  with a view to  resale  or
distribution thereof, in whole or in part. The Purchaser has no agreement

                                        3
<PAGE>
or arrangement,  formal or informal,  with any person to sell or transfer all or
any part of the Notes or the  Warrant,  or the shares of Common  Stock  issuable
upon  repayment or conversion  of the Notes or exercise of the Warrant,  and the
Purchaser has no plans to enter into any such agreement or arrangement;

(l) The Purchaser must bear the substantial  economic risks of the investment in
the Notes and the Warrant  indefinitely  because the securities may not be sold,
hypothecated or otherwise disposed of unless  subsequently  registered under the
Securities Act and applicable  state  securities  laws or an exemption from such
registration is available.  Legends shall be placed on the Notes and the Warrant
to the effect that they have not been  registered  under the  Securities  Act or
applicable state securities laws and appropriate  notations thereof will be made
in the Company's stock books. Stop transfer instructions will be placed with the
transfer agent of the securities constituting the Notes and the Warrant;

(m) The Purchaser has adequate means of providing for such  Purchaser's  current
financial needs and foreseeable  contingencies  and has no need for liquidity of
the investment in the Notes or the Warrant for an indefinite period of time;

(n) The  Purchaser  is aware  that an  investment  in the Notes and the  Warrant
involves a number of very significant  risks,  and, in particular,  acknowledges
that the Company has had a limited  operating history and is engaged in a highly
competitive business;

(o) The  Purchaser  meets the  requirements  of at least one of the  suitability
standards for an "accredited  investor" as set forth on the Accredited  Investor
Certification contained herein;

(p) The Purchaser  (i) if a natural  person,  represents  that the Purchaser has
reached  the age of 21 and has full power and  authority  to execute and deliver
this Agreement and all other related agreements or certificates and to carry out
the  provisions  hereof and  thereof;  (ii) if a  corporation,  partnership,  or
limited liability company or partnership,  or association,  joint stock company,
trust,  unincorporated organization or other entity, represents that such entity
was not formed for the specific  purpose of acquiring  the Notes or the Warrant,
such entity is duly organized,  validly  existing and in good standing under the
laws of the state of its  organization,  the  consummation  of the  transactions
contemplated  hereby is  authorized  by, and will not result in a  violation  of
state law or its charter or other organizational documents, such entity has full
power and authority to execute and deliver this  Agreement and all other related
agreements or  certificates  and to carry out the provisions  hereof and thereof
and to purchase and hold the securities  constituting the Notes and the Warrant,
the  execution and delivery of this  Agreement  has been duly  authorized by all
necessary action,  this Agreement has been duly executed and delivered on behalf
of such entity and is a legal,  valid and binding  obligation of such entity; or
(iii) if executing this  Agreement in a  representative  or fiduciary  capacity,
represents  that it has full power and  authority  to execute and  deliver  this
Agreement in such capacity and on behalf of the  subscribing  individual,  ward,
partnership,  trust,  estate,  corporation,  or  limited  liability  company  or
partnership, or other entity for whom the Purchaser is executing this Agreement,
and such individual,  partnership,  ward, trust, estate, corporation, or limited
liability  company or  partnership,  or other entity has full right and power to
perform  pursuant to this  Agreement and make an investment in the Company,  and
represents that this Agreement constitutes a legal, valid and binding obligation
of such entity. The execution and delivery of this Agreement will not violate or
be in conflict with any order,  judgment,  injunction,  agreement or controlling
document to which the Purchaser is a party or by which it is bound;

(q) The Purchaser and the Advisors,  if any, have had the  opportunity to obtain
any additional  information,  to the extent the Company had such  information in
its  possession  or could  acquire it without  unreasonable  effort or  expense,
necessary  to verify the accuracy of the  information  contained in the offering
documents and all documents received or reviewed in connection with the purchase
of  the  Notes  and  the   Warrant  and  have  had  the   opportunity   to  have
representatives  of the Company  provide them with such  additional  information
regarding  the  terms  and  conditions  of this  particular  investment  and the
financial  condition,  results of  operations,  business  and  prospects  of the
Company deemed  relevant by the Purchaser or the Advisors,  if any, and all such
requested  information,  to the extent the Company had such  information  in its
possession or could acquire it without  unreasonable effort or expense, has been
provided to the full satisfaction of the Purchaser and the Advisors, if any;

                                        4
<PAGE>
(r) The  Purchaser  represents  to the Company  that any  information  which the
undersigned  has  heretofore  furnished or furnishes  herewith to the Company is
complete and accurate and may be relied upon by the Company in  determining  the
availability  of  an  exemption  from  registration   under  Federal  and  state
securities  laws in  connection  with the offering of the Notes and the Warrant.
The  Purchaser  further  represents  and warrants that it will notify and supply
corrective  information  to the Company  immediately  upon the occurrence of any
change therein  occurring  prior to the Company's  issuance of the Notes and the
Warrant;

(s)  The  Purchaser  is  knowledgeable   about  investment   considerations   in
development-stage companies. The Purchaser has a sufficient net worth to sustain
a loss of its entire  investment  in the Company in the event such a loss should
occur. The Purchaser's overall commitment to investments,  which are not readily
marketable,  is not excessive in view of the Purchaser's net worth and financial
circumstances  and the purchase of the Notes and the Warrant will not cause such
commitment  to  become  excessive.  The  investment  is a  suitable  one for the
Purchaser;

(t) The  Purchaser  is  satisfied  that  the  Purchaser  has  received  adequate
information  with  respect  to all  matters  which it or the  Advisors,  if any,
consider material to its decision to make this investment;

(u) THE PURCHASER  ACKNOWLEDGES  AND UNDERSTANDS THAT THE NOTE AND WARRANTS THAT
IT PURCHASES IN THIS  OFFERING ARE ONLY  CONVERTIBLE/EXERCISBALE  INTO SHARES OF
COMMON  STOCK UPON  SHAREHOLDER  APPROVAL TO INCREASE THE  COMPANY'S  AUTHORIZED
COMMON STOCK TO  100,000,000  SHARES AND THE COMPANY  CANNOT GIVE ANY ASSURANCES
THAT IT WILL  RECEIVE  SHAREHOLDER  APPROVAL.  IN THE EVENT THE COMPANY DOES NOT
RECEIVE  SHAREHOLDER  APPROVAL TO INCREASE  ITS  AUTHORIZED  COMMON  STOCK,  THE
SECURITES    THAT   YOU   PURCHASE   IN   THIS    OFFERING   WILL   NOT   BE   A
CONVERTIBLE/EXERCISABLE INSTRUMENT.

(v) THE NOTE AND WARRANT (AND ANY SECURITIES  ISSUED UPON CONVERSION OF THE NOTE
OR EXERCISE OF THE WARRANT)  OFFERED HEREBY HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND
ARE BEING  OFFERED  AND SOLD IN  RELIANCE ON  EXEMPTIONS  FROM THE  REGISTRATION
REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE NOTE AND WARRANT (AND ANY SECURITIES
ISSUED UPON  CONVERSION  OF THE NOTE OR EXERCISE OF THE  WARRANT) ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY  AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT AS PERMITTED  UNDER SAID ACT AND SUCH LAWS  PURSUANT TO  REGISTRATION  OR
EXEMPTION  THEREFROM.  THE NOTE AND  WARRANT  (AND ANY  SECURITIES  ISSUED  UPON
CONVERSION  OF THE NOTE OR EXERCISE OF THE  WARRANT)  HAVE NOT BEEN  APPROVED OR
DISAPPROVED  BY THE  SECURITIES AND EXCHANGE  COMMISSION,  ANY STATE  SECURITIES
COMMISSION  OR ANY OTHER  REGULATORY  AUTHORITY,  NOR HAVE ANY OF THE  FOREGOING
AUTHORITIES  PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY
OR ADEQUACY OF ANY OFFERING  DOCUMENTS.  ANY  REPRESENTATION  TO THE CONTRARY IS
UNLAWFUL.

5. The Company represents and warrants to the Purchasers that:

     (a).  Authorization;   Enforcement.  (i)  The  Company  has  all  requisite
corporate power and authority to enter into and to perform its obligations under
this Agreement,  to consummate the transactions  contemplated hereby and thereby
and to issue  the  Securities  in  accordance  with the terms  hereof;  (ii) the
execution,  delivery and  performance  of this  Agreement by the Company and the
consummation by it of the transactions  contemplated  hereby (including  without
limitation  the issuance of the  Securities)  have been duly  authorized  by the
Company's  Board of Directors  and no further  consent or  authorization  of the
Company,  its Board of Directors,  or its  shareholders is required;  (iii) this
Agreement  has been  duly  executed  by the  Company;  and (iv)  this  Agreement
constitutes a legal,  valid and binding  obligation  of the Company  enforceable
against the Company in accordance

                                        5
<PAGE>
with its terms, subject to the effect of any applicable bankruptcy,  insolvency,
reorganization,  or moratorium or similar laws affecting the rights of creditors
generally and the  application  of general  principles of equity.  A copy of the
company's  Board  Resolution  authorizing  this  offering is attached  hereto as
Exhibit D and the opinion letter of the company's  counsel is attached hereto as
Exhibit E.
     (b)  Capitalization.  As of July 15, 2004, the authorized  capital stock of
the Company consists of (a) 15,000,000  shares of Common Stock, no par value per
share,  all of which are issued and  outstanding and 58,318,435 on fully diluted
basis.  No shares of capital  stock of the  Company,  including  the  Securities
issuable  pursuant to this  Agreement,  are subject to preemptive  rights or any
other  similar  rights  of the  stockholders  of the  Company  or any  liens  or
encumbrances imposed through the actions or failure to act of the Company.
     (c) Issuance of Securities.  The Securities are duly  authorized  and, upon
issuance in accordance with the terms of this Agreement, will be validly issued,
fully paid and non-assessable,  free from all taxes, liens, claims, encumbrances
and charges with respect to the issue thereof, will not be subject to preemptive
rights or other  similar  rights of  stockholders  of the Company,  and will not
impose personal liability on the holders thereof.
     (d)  Brokers.  Except as set forth  below,  the Company has taken no action
which  would  give rise to any claim by any person  for  brokerage  commissions,
finder's fees or similar payments relating to this Agreement or the transactions
contemplated hereby.

          (i) Upon the  Closing of each  investment  (as  defined  below) in the
     Offering,  by an  investor  first  introduced  to the  Company by  Clayton,
     Dunning &  Company,  Inc.  (the  "Clayton  Dunning  Purchasers"),  Clayton,
     Dunning & Company,  Inc. will receive cash commissions  equal to 10% of the
     aggregate  value of such investment and a Warrant to purchase one (1) share
     of common  stock for every $3.00 of Notes  purchased  by  Clayton,  Dunning
     Purchasers  and the  COBRADesk  filing  fee,  together  with  legal fees of
     Clayton, Dunning 's counsel related to the COBRADesk filing. To ensure that
     sufficient funds are allocated for the COBRADesk filing and legal fees, the
     sum of $5,000 shall be held by counsel for  Clayton,  Dunning to cover such
     fees.

          (ii) The Company  (upon  breaking  escrow of not less than  $10,000 in
     gross subscription proceeds) has agreed to pay $10,000 to Clayton,  Dunning
     & Company, Inc.'s counsel for all legal fees and costs of Clayton,  Dunning
     & Company,  Inc.  directly and necessarily  incurred in connection with the
     proposed Offering, including but not limited to, the costs of preparing and
     the  offering   documents,   review  of  any  Registration   Statement  and
     amendments,  post-effective amendments and supplements thereto, if any; and
     preparing, printing and delivering all selling documents, including but not
     limited to this Agreement, stock and warrant certificates. Clayton, Dunning
     &  Company,  Inc.  will  bear any and all  other  expenses  it may incur in
     connection with this Offering ("Charleston's Expenses"), with the exception
     of the COBRADesk  filing fee and related legal costs. The Company will bear
     its own expenses incurred in connection with this offering, including those
     expenses  associated  with  any  Registration   Statement  and  amendments,
     post-effective  amendments  and  supplements  thereto,  if any;  preparing,
     printing and  delivering  exhibits  thereto and copies of the  preliminary,
     final and  supplemental  prospectus as well as the cost expenses and filing
     fees for the Form D and Blue Sky  compliance  (collectively,  the  "Company
     Expenses").

     (e) Form D; Blue Sky Laws. The Company will timely file a Notice of Sale of
Securities on Form D with respect to the  Securities,  as required by Form D and
on or before the Closing Date,  take such action as it reasonably  determines to
be necessary to qualify the  Securities  for sale to the  Purchasers  under this
Agreement under applicable  securities (or "blue sky") laws of the states of the
United States (or to obtain an exemption from such qualification).

     6. Anti-Money Laundering.

     (a) In General.  Purchaser  acknowledges that due to anti-money  laundering
requirements  operating  in the United  States,  as well as  Clayton,  Dunning &
Company, Inc.'s own internal anti-money laundering policies,  Clayton, Dunning &
Company, Inc. may require further identification of the Purchaser and the source
of purchase  funds before this  Agreement can be processed  and purchase  monies
accepted.   Clayton,  Dunning  &  Company,  Inc.  shall  be  held  harmless  and
indemnified against any loss arising as a result of a failure to process this

                                        6
<PAGE>
Agreement if such  information has been required by Clayton,  Dunning & Company,
Inc.  and has not  been  satisfactorily  provided  by the  Purchaser.  Purchaser
represents  that all purchase  payments  transferred to the Company  pursuant to
this Agreement  originated directly from a bank or brokerage account in the name
of Purchaser.  Purchaser  represents and warrants that acceptance by the Company
and Clayton, Dunning & Company, Inc. of this Agreement, together with acceptance
of the  appropriate  remittance,  will  not  breach  any  applicable  rules  and
regulations  designed  to  avoid  money  laundering.   Specifically,   Purchaser
represents  and  warrants  that all  evidence of  identity  provided to Clayton,
Dunning & Company,  Inc. is genuine and all related information furnished and to
be furnished to Clayton, Dunning & Company, Inc. is accurate.

     (b)  Beneficial  Ownership.  Purchaser  represents  and warrants that it is
subscribing  for the Securities for  Purchaser's  own account and own risk, and,
unless  Purchaser  advises Clayton,  Dunning & Company,  Inc. to the contrary in
writing and identifies with  specificity  each beneficial  owner on whose behalf
Purchaser is acting, Purchaser represents that it is not acting as a nominee for
any other person or entity.  Purchaser also represents that it does not have the
intention or obligation to sell, distribute or transfer the Securities, directly
or indirectly, to any other person or entity or to any nominee account.

     (c) Prohibited  Purchaser.  Purchaser further  represents and warrants that
neither it, nor any person  controlling,  controlled by, or under common control
with it, nor any person  having a  beneficial  or economic  interest in it, is a
Prohibited  Purchaser  (defined in (e) below) and  Purchaser is not and will not
purchase  the  Securities  on  behalf  or for  the  benefit  of  any  Prohibited
Purchaser.

     (d)  Suspension  of  Purchase  Rights.   Purchaser  acknowledges  that  if,
following  its  purchase  of  Securities  pursuant to this  Agreement,  Clayton,
Dunning & Company,  Inc.  reasonably  believes  that  Purchaser  is a Prohibited
Purchaser or has otherwise breached its  representations  and warranties herein,
Clayton,   Dunning  &  Company,  Inc.  and  the  Company  may  be  obligated  to
retroactively terminate this purchase (if possible), by rejecting this Agreement
(even after full execution) and not completing this  transaction,  freezing such
Purchaser's  funds forwarded by such Purchaser  pursuant to this Agreement,  and
stopping the delivery of Securities in accordance with  applicable  regulations,
and it shall  have no claim  against  Clayton,  Dunning & Company,  Inc.  or the
Company  for any  form of  damages  or  liabilities  as a  result  of any of the
aforementioned actions.

     (e) Prohibited Purchaser means (i) a person or entity whose name appears on
the List of Specially Designated Nationals and Blocked Persons maintained by the
U.S.    Office    of    Foreign    Assets    Control    ("OFAC")    (refer    to
http://www.ustreas.gov/ofac);  (ii) a Foreign  Shell Bank;  or (iii) a person or
entity resident in or organized or chartered under the laws of a Non-Cooperative
Jurisdiction or whose purchase funds are  transferred  from or through a Foreign
Shell Bank, a bank  organized or chartered  under the laws of a  Non-Cooperative
Jurisdiction or a Sanctioned Regime.

7.  Indemnification.  The  Purchaser  agrees to indemnify  and hold harmless the
Company, and its officers,  directors,  employees,  agents,  control persons and
affiliates from and against all losses,  liabilities,  claims,  damages,  costs,
fees  and  expenses  whatsoever  (including,  but not  limited  to,  any and all
expenses  incurred  in   investigating,   preparing  or  defending  against  any
litigation  commenced or threatened)  based upon or arising out of any actual or
alleged false  acknowledgment,  representation or warranty, or misrepresentation
or omission to state a material fact, or breach by the Purchaser of any covenant
or agreement  made by the Purchaser  herein or in Exhibit A, B or C delivered in
connection with this Agreement.

8. Irrevocability;  Binding Effect. The Purchaser hereby acknowledges and agrees
that the  subscription  hereunder is  irrevocable  by the  Purchaser,  except as
required by applicable  law, and that this Agreement  shall survive the death or
disability  of the  Purchaser and shall be binding upon and inure to the benefit
of the parties and their heirs,  executors,  administrators,  successors,  legal
representatives,  and  permitted  assigns.  If the  Purchaser  is more  than one
person,  the  obligations of the Purchaser  hereunder shall be joint and several
and the agreements,  representations,  warranties,  and  acknowledgments  herein
shall be deemed to be made by and be  binding  upon  each such  person  and such
person's heirs, executors,  administrators,  successors,  legal representatives,
and permitted assigns.

                                        7
<PAGE>
9.  Modification.  This  Agreement  shall not be modified or waived except by an
instrument in writing signed by the party against whom any such  modification or
waiver is sought.

10. Notices. Any notice or other communication required or permitted to be given
hereunder  shall be in writing  and shall be mailed by  certified  mail,  return
receipt requested, or delivered against receipt to the party to whom it is to be
given (a) if to the Company,  at the address set forth  above,  or (b) if to the
Purchaser,  at the address set forth on the signature page hereof (or, in either
case,  to such other  address as the party  shall have  furnished  in writing in
accordance  with  the  provisions  of this  Section  9).  Any  notice  or  other
communication  given by  certified  mail  shall be  deemed  given at the time of
certification  thereof,  except for a notice  changing a party's  address  which
shall be deemed given at the time of receipt thereof.

11.  Assignability.  This  Agreement and the rights,  interests and  obligations
hereunder are not  transferable  or assignable by the Purchaser and the transfer
or  assignment  of the Notes or Warrant or the shares of Common  Stock  issuable
upon  conversion  of the Notes or exercise of the Warrant  shall be made only in
accordance with all applicable laws.

12.  Applicable  Law.  This  Agreement  shall be  governed by and  construed  in
accordance with the laws of the State of New York relating to contracts  entered
into and to be performed  wholly  within such State.  Each party  hereto  hereby
irrevocably  submits to the  jurisdiction  of any New York State court or United
States  Federal  court  sitting in New York County over any action or proceeding
arising out of or  relating  to this  Agreement  or any  agreement  contemplated
hereby,  and each party hereby  irrevocably agrees that all claims in respect of
such action or proceeding  may be heard and determined in such New York State or
Federal  court.  Each party hereto further waives any objection to venue in such
State and any objection to an action or proceeding in such State on the basis of
a  non-convenient  forum.  The  Purchaser  further  agrees  that any  action  or
proceeding  brought  against the Company shall be brought only in New York State
or United States Federal  courts  sitting in New York County.  EACH PARTY HERETO
AGREES TO WAIVE ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF THIS AGREEMENT OR ANY DOCUMENT OR AGREEMENT  CONTEMPLATED
HEREBY.

13. Blue Sky  Qualification.  The  purchase of Notes and the Warrant  under this
Agreement is expressly  conditioned upon the exemption from qualification of the
offer and sale of the Notes  and  Warrant  from  applicable  Federal,  state and
provincial  securities  laws.  The Company shall not be required to qualify this
transaction   under  the  securities  laws  of  any  jurisdiction   and,  should
qualification  be  necessary,  the Company  shall be  released  from any and all
obligations  to maintain its offer,,  may rescind any sale  contracted and shall
return all monies paid by Purchaser, in the jurisdiction.

14. Use of Pronouns.  All pronouns and any variations  thereof used herein shall
be deemed to refer to the masculine, feminine, neuter, singular or plural as the
identity of the person or persons referred to may require.

15. Confidentiality.  The Purchaser acknowledges and agrees that any information
or data the  Purchaser  has acquired  from or about the Company,  not  otherwise
properly in the public domain, was received in confidence.  The Purchaser agrees
not to divulge, communicate or disclose, except as may be required by law or for
the performance of this Agreement, or use to the detriment of the Company or for
the  benefit  of any  other  person  or  persons,  or  misuse  in any  way,  any
confidential  information of the Company,  including any scientific,  technical,
trade or business secrets of the Company and any scientific, technical, trade or
business   materials  that  are  treated  by  the  Company  as  confidential  or
proprietary,  including,  but not limited to,  ideas,  discoveries,  inventions,
developments  and  improvements   belonging  to  the  Company  and  confidential
information  obtained by or given to the  Company  about or  belonging  to third
parties.

16. Miscellaneous.

(a) This Agreement  constitutes the entire  agreement  between the Purchaser and
the Company with respect to the subject  matter hereof and  supersedes all prior
oral or written agreements and  understandings,  if any, relating to the subject
matter  hereof.  The terms and  provisions of this  Agreement may be waived,  or
consent for the departure

                                        8
<PAGE>
therefrom granted,  only by a written document executed by the party entitled to
the benefits of such terms or provisions.

(b) The Purchaser's  representations and warranties made in this Agreement shall
survive the  execution  and  delivery  hereof and  delivery of the Notes and the
Warrant.

(c) Each of the parties  hereto shall pay its own fees and  expenses  (including
the fees of any  attorneys,  accountants,  appraisers or others  engaged by such
party) in  connection  with this  Agreement  and the  transactions  contemplated
hereby whether or not the transactions contemplated hereby are consummated.

(d) This  Agreement  may be executed in one or more  counterparts  each of which
shall be deemed an original,  but all of which shall together constitute one and
the same instrument.

(e) Each provision of this Agreement  shall be considered  separable and, if for
any reason any  provision or provisions  hereof are  determined to be invalid or
contrary to applicable law, such  invalidity or illegality  shall not impair the
operation of or affect the remaining portions of this Agreement.

(f) Paragraph titles are for descriptive  purposes only and shall not control or
alter the meaning of this Agreement as set forth in the text.

                                        9
<PAGE>
                        ACCREDITED INVESTOR QUESTIONNAIRE

     The  Purchaser  represents  and  warrants in all  material  respects to the
Company,  with the intent that the Company will rely  thereon in accepting  this
subscription, that:

     Accredited Investor. The Purchaser is an "accredited investor" as that term
     is defined in Regulation D promulgated  under the  Securities Act by virtue
     of being (CHECK all applicable responses)

     ____ A small business investment company licensed by the U.S.
          Small Business Administration under the Small Business Investment
          Company Act of 1958,
     ____ A business development company as defined in the Investment
          Company Act of 1940,
     ____ A national or state-chartered commercial bank, whether acting in an
          individual or fiduciary capacity,
     ____ An insurance company as defined in Section 2(13) of the Securities
          Act,
     ____ An investment company registered under the Investment Company Act of
          1940,
     ____ An employee benefit plan within the meaning of Title I of the Employee
          Retirement Income Security Act of 1974, where the investment decision
          is made by a plan fiduciary, as defined in Section 3(21) of such Act,
          which is either a bank, insurance company, or registered investment
          advisor, or an employee benefit plan which has total assets in excess
          of $5,000,000,
     ____ A private business development company as defined in Section 202(a)
          (22) of the Investment Advisors Act of 1940,
     ____ An organization described in Section 501(c)(3) of the Internal
          Revenue Code, a corporation or a partnership with total assets in
          excess of $5,000,000,
     ____ A natural person (as opposed to a corporation, partnership, trust or
          other legal entity) whose net worth, or joint net worth together with
          his/her spouse, exceeds $1,000,000,
     ____ Any trust, with total assets in excess of $5,000,000, not formed for
          the specific purpose of acquiring the securities offered, whose
          purchase is directed by a sophisticated person as described in
          Section 506(b)(2)(ii) of Regulation D,
     ____ A natural person (as opposed to a corporation, partnership, trust or
          other legal entity) whose individual income was in excess of $200,000
          in each of the two most recent years (or whose joint income with such
          person's spouse was at least $300,000 during such years) and who
          reasonably expects an income in excess of such amount in the current
          year, or
     ____ A corporation, partnership, trust or other legal entity (as opposed
          to a natural person) and all of such entity's equity owners fall into
          one or more of the categories enumerated above;

                                       10
<PAGE>
                         CEDRIC KUSHNER PROMOTIONS, INC.
                             OMNIBUS SIGNATURE PAGE

Purchaser  hereby  elects  to  subscribe  under  the Note and  Warrant  Purchase
Agreement for a total of  $________________  principal amount of 10% Convertible
Promissory Notes (NOTE: to be completed by Purchaser).

Date (NOTE: To be completed by Purchaser): _____________, 2004

Please indicate (circle one) whether the purchaser is investing as a(n):

         INDIVIDUAL
         JOINT TENANTS
         TENANTS IN COMMON
         COMMUNITY PROPERTY
         PARTNERSHIP
         CORPORATION
         LIMITED LIABILITY COMPANY
         TRUST

Please fill out this section if the purchaser is an INDIVIDUAL, and if purchased
as JOINT  TENANTS,  as TENANTS  IN  COMMON,  or as  COMMUNITY  PROPERTY  (If the
investment is being made as JOINT  TENANTS,  TENANTS IN COMMON,  or as COMMUNITY
PROPERTY, please be sure to fill out this section for all purchasers named):


Print Name(s)                              Social Security Number(s)

____________________________               ______________________________
Print Name(s) (if more than                Social Security Number(s)
1 individual)

____________________________               ______________________________
Signature(s) of Investor(s)                Signature

July ____, 2004                            ______________________________
Date                                       Address

Please fill out this  section if the  purchaser is a  PARTNERSHIP,  CORPORATION,
LIMITED LIABILITY COMPANY or TRUST:

____________________________               ______________________________
Name of Partnership,                       Federal Taxpayer
Corporation, Limited                       Identification Number
Liability Company or
Trust

By:_________________________               ______________________________
Name:                                      State of Organization

Title:________________________             Address_______________________

SUBSCRIPTION  FOR   $_________________   PRINCIPAL  AMOUNT  OF  10%  CONVERTIBLE
PROMISSORY NOTES, ACCEPTED AND AGREED TO this ___ day of __________, 2004

Cedric Kushner Promotions, Inc.


By:_______________________
     Name:  Cedric Kushner
     Title: President

                                       11

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>8
<FILENAME>june30200410qsbex1048.txt
<TEXT>
EXHIBIT 10.48

                                    EXHIBIT A

THIS NOTE IS ONLY  CONVERTIBLE  INTO  SHARES OF COMMON  STOCK  UPON  SHAREHOLDER
APPROVAL TO INCREASE ITS  AUTHORIZED  AND THE COMPANY CANNOT GIVE ANY ASSURANCES
THAT IT WILL RECEIVE SHAREHOLDER APPROVAL. THE COMPANY WILL SEEK TO INCREASE ITS
AUTHORIZED TO 100,000,000. IN THE EVENT THE COMPANY DOES NOT RECEIVE SHAREHOLDER
APPROVAL  TO  INCREASE  ITS  AUTHORIZED  COMMON  STOCK,  THIS NOTE WILL NOT BE A
CONVERTIBLE INSTRUMENT.

THIS NOTE OFFERED  HEREBY HAS NOT BEEN  REGISTERED  UNDER THE  SECURITIES ACT OF
1933, AS AMENDED,  OR THE SECURITIES LAWS OF CERTAIN STATES AND IS BEING OFFERED
AND SOLD IN RELIANCE ON EXEMPTIONS  FROM THE  REGISTRATION  REQUIREMENTS OF SAID
ACT AND SUCH LAWS. THIS NOTE (AND ANY SECURITIES  ISSUED UPON CONVERSION OF THIS
NOTE) IS SUBJECT TO  RESTRICTIONS ON  TRANSFERABILITY  AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED  UNDER SAID ACT AND SUCH LAWS PURSUANT
TO REGISTRATION  OR EXEMPTION  THEREFROM.  THIS NOTE (AND ANY SECURITIES  ISSUED
UPON  CONVERSION  OF THIS  NOTE) HAS NOT BEEN  APPROVED  OR  DISAPPROVED  BY THE
SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER
REGULATORY  AUTHORITY,  NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR
ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF ANY OFFERING
MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

                         10% CONVERTIBLE PROMISSORY NOTE

$_______                                                          July __, 2004


     For value received CEDRIC KUSHNER PROMOTIONS,  INC., a Delaware corporation
("Payor" or the "Company") promises to pay to  ________________,  or its assigns
("Holder")  the  principal  sum of $________  with  interest on the  outstanding
principal  amount at the rate of 10% per annum,  compounded  annually based on a
365-day year.  Interest with respect to this  promissory note (the "Note") shall
commence with the date hereof and shall  continue on the  outstanding  principal
until paid in full.  Principal  and  accrued  interest  shall be due one hundred
twenty (120) calendar days after the date hereof (the "Maturity Date").

     1. All payments of interest and  principal  shall be in lawful money of the
United  States of  America.  All  payments  shall be  applied  first to  accrued
interest and  thereafter to principal.  All payments shall be made to the Holder
at the address set forth in the  questionnaire  to the Note and Warrant Purchase
Agreement (the "Note and Warrant Purchase  Agreement") being entered into by the
Holder and Company of even date herewith.

     2. In the event the  principal  amount of this Note,  together with accrued
but unpaid  interest,  is not paid on or before the Maturity  Date,  the Company
shall  have an  additional  thirty  (30)  calendar  days in which to pay off the
principal and accrued but unpaid interest.  In the event the principal amount of
this Note,  together with accrued but unpaid interest,  is not paid on or before
the one hundred fiftieth (150th) calendar day after the date hereof,  the Holder
shall  convert the  outstanding  principal  amount of this Note,  together  with
accrued but unpaid interest,  into that number of shares of the Company's common
stock equal to the  outstanding  principal  amount of this Note,  together  with
accrued but unpaid  interest,  divided by eighty-five  percent (85%) of the five
day average closing bid price of the Company's common stock for the five trading
day period immediately preceding the Company's receipt of the Holder's notice to
convert  and  Note,  with a  maximum  conversion  price of $0.50 per share and a
minimum conversion price of $0.30 per share.

     In order to convert,  the Holder must send  written  notice to the Company,
and the  Company  shall  deliver the shares of common  stock to the Holder,  per
Holder's written  instructions,  within ten (10) calendar days of receipt of the
Holder's written notice.

                                       1
<PAGE>
     NOTWITHSTANDING THE FOREGOING, ON THE DATE HEREOF, THERE ARE NOT SUFFICIENT
SHARES OF COMMON  STOCK OF THE  COMPANY  RESERVED TO ISSUE SUCH SHARES OF COMMON
STOCK OF THE  COMPANY IF THIS NOTE WAS  CONVERTED  ON THE DATE  HEREOF.  IF SUCH
NUMBER OF SHARES OF COMMON  STOCK OF THE COMPANY  ARE FOR ANY REASON  WHATSOEVER
STILL NOT  AVAILABLE TO BE ISSUED BY THE COMPANY AT THE TIME OF SUCH EVENT,  THE
COMPANY SHALL SO ISSUE SUCH SHARES OF COMMON STOCK AS SOON AS PRACTICABLE.

     3. REGISTRATION RIGHTS.

     As used in this  Section,  the  following  terms  shall have the  following
meanings:

     (a) Definitions

     (i) "Holders" shall mean the Purchasers of the Notes and Warrants,  and any
person holding Registrable Securities.

     (ii)  "Person"  shall mean any  person,  individual,  corporation,  limited
liability company,  partnership,  trust or other  nongovernmental  entity or any
governmental agency, court,  authority or other body (whether foreign,  federal,
state, local or otherwise).

     (iii) The terms "register,"  "registered" and  "registration"  refer to the
registration  effected  by  preparing  and filing a  registration  statement  in
compliance with the Act, and the declaration or ordering of the effectiveness of
such registration statement.

     (iv)  "Registrable  Securities"  shall mean (i) the shares of Common  Stock
issuable upon conversion of the Notes;  (ii) the shares of Common Stock issuable
upon exercise of the Warrants (the "Warrant Shares");  provided,  however,  that
securities  shall only be treated as  Registrable  Securities if and only for so
long as they (A) have not been disposed of pursuant to a registration  statement
declared effective by the SEC or, (B) have not been sold in a transaction exempt
from the  registration and prospectus  delivery  requirements of the Act so that
all transfer  restrictions  and  restrictive  legends  with respect  thereto are
removed upon the consummation of such sale.

     (v) "Registration Expenses" shall mean all expenses incurred by the Company
in  complying  with  the  registration  provisions  hereof,  including,  without
limitation, all registration,  qualification and filing fees, printing expenses,
escrow fees,  fees and  expenses of counsel for the  Company,  blue sky fees and
expenses  and the expense of any special  audits  incident to or required by any
such registration (but excluding the fees of legal counsel for any Holder).

     (vi) "Selling  Expenses" shall mean all underwriting  discounts and selling
commissions  applicable to the sale of  Registrable  Securities and all fees and
expenses of legal counsel for any Holder.

     (b) In the event shareholder approval is obtained to increase the Company's
authorized shares, the Company shall file a registration  statement covering the
Registrable  Securities on the appropriate form (the  "Registration  Statement")
with the SEC and use its best efforts to effect the registration, qualifications
or compliances  (including,  without  limitation,  the execution of any required
undertaking to file post-effective  amendments) no later than one hundred twenty
(120) calendar days following the date shareholders approved was obtained.

     (c) All Registration Expenses incurred in connection with any registration,
qualification,  exemption  or  compliance  shall be borne  by the  Company.  All
Selling Expenses  relating to the sale of securities  registered by or on behalf
of Holders shall be borne by such Holders pro rata on the basis of the number of
securities so registered.

     (d) In the case of the registration, qualification, exemption or compliance
effected by the Company  pursuant to the terms of this Note,  the Company shall,
upon  reasonable  request,   inform  each  Holder  as  to  the  status  of  such
registration,  qualification,  exemption  and  compliance.  At its  expense  the
Company shall:

     (i) use its best efforts to keep such registration,  continuously effective
until the Holders have completed the distribution  described in the registration
statement  relating  thereto.  The period of time  during  which the  Company is
required hereunder to keep the Registration  Statement  effective is referred to
herein as "the  Registration  Period."  Notwithstanding  the  foregoing,  at the
Company's   election,   the  Company  may  cease  to  keep  such   registration,
qualification, exemption or compliance effective with respect to any Registrable
Securities, and the registration rights of a Holder shall expire, on the earlier
of (i) the date on which no Notes are converted, or (ii) August 1, 2006

     (ii) advise the Holders:

                                       2
<PAGE>
     (A) when the Registration Statement or any amendment thereto has been filed
with the SEC and when the Registration Statement or any post-effective amendment
thereto has become effective;

     (B)  of any  request  by the  SEC  for  amendments  or  supplements  to the
Registration  Statement or the  prospectus  included  therein or for  additional
information;

     (C)  of  the  issuance  by  the  SEC  of  any  stop  order  suspending  the
effectiveness of the Registration Statement or the initiation of any proceedings
for such purpose;

     (D) of the receipt by the Company of any  notification  with respect to the
suspension of the qualification of the Registrable  Securities  included therein
for sale in any  jurisdiction or the initiation or threatening of any proceeding
for such purpose; and

     (E) of the  happening of any event that  requires the making of any changes
in the  Registration  Statement or the  prospectus so that, as of such date, the
statements  therein are not  misleading and do not omit to state a material fact
required to be stated  therein or necessary to make the  statements  therein (in
the case of the prospectus,  in the light of the circumstances  under which they
were made) not misleading;

     (iii) make every  reasonable  effort to obtain the  withdrawal of any order
suspending  the  effectiveness  of any  Registration  Statement  at the earliest
possible time;

     (iv) cooperate with the Holders to facilitate  the timely  preparation  and
delivery of certificates representing Registrable Securities to be sold pursuant
to any Registration  Statement free of any restrictive legends to the extent not
required at such time and in such  denominations and registered in such names as
Holders  may  request  at  least  five  (5)  business  days  prior  to  sales of
Registrable Securities pursuant to such Registration Statement; and

     (e) As a condition to the  inclusion of its  Registrable  Securities,  each
Holder shall furnish to the Company such  information  regarding such Holder and
the  distribution  proposed by such Holder as the Company may request in writing
or as shall be required in connection with any registration.

     (f) With a view to making  available to the Holders the benefits of certain
rules  and  regulations  of the SEC  which  at any time  permit  the sale of the
Registrable Securities to the public without registration, the Company shall use
its reasonable best efforts to:

     (i)  make  and keep  public  information  available,  as  those  terms  are
understood and defined in Rule 144 under the Act, at all times;

     (ii) file with the SEC in a timely  manner all reports and other  documents
required of the Company under the Exchange Act; and

     (iii) so long as a Holder  owns any  unregistered  Registrable  Securities,
furnish to such Holder,  upon any reasonable request, a written statement by the
Company as to its  compliance  with Rule 144 under the Act,  and of the Exchange
Act, a copy of the most recent  annual or quarterly  report of the Company,  all
necessary  opinion  letters that may be requested by the transfer agent and such
other reports and documents of the Company as such Holder may reasonably request
in availing  itself of any rule or  regulation  of the SEC  allowing a Holder to
sell any such securities without registration.

     (iv) at the request of any Purchaser,  give its transfer Agent instructions
(supported  by an opinion of Company  counsel,  if required or  requested by the
transfer agent) to the effect that, upon the transfer  agent's receipt from such
Purchaser of:

     a certificate (a "Rule 144 Certificate") certifying (A) that such Purchaser
     has held the shares of Registrable  Securities which the Purchaser proposes
     to sell (the  "Securities  Being  Sold")  for a period of not less than (1)
     year and as to such other matters as may be appropriate in accordance  with
     Rule 144  under the  Securities  Act,  and (B) an  opinion  of  Purchaser's
     counsel,   acceptable  to  the  Company,   that,  based  on  the  Rule  144
     Certificate,  the  Securities  Being  Sold  may  be  sold  pursuant  to the
     provisions  of Rule 144,  even in the absence of an effective  Registration
     Statement,  the transfer  agent is to effect the transfer of the Securities
     Being Sold and issue to the buyer(s) or  transferee(s)  thereof one or more
     stock  certificates  representing  the  transferred  Securities  Being Sold
     without any restrictive  legend and without  recording any  restrictions on
     the  transferability  of such  shares  on the  transfer  agent's  books and
     records. If the transfer agent requires any additional documentation at the
     time of the  transfer,  the Company  shall deliver or cause to be delivered
     all  such  reasonable  additional  documentation  as  may be  necessary  to
     effectuate the issuance of an unlegended certificate.

                                       3
<PAGE>
     (g) The rights to cause the  Company  to  register  Registrable  Securities
granted to the  Holders by the  Company  may be  assigned in full by a Holder in
connection  with a  transfer  by  such  Holder  of its  Registrable  Securities,
provided,  however,  that  (i)  such  transfer  may  otherwise  be  effected  in
accordance with applicable securities laws; (ii) such Holder gives prior written
notice to the Company; and (iii) such transferee agrees to comply with the terms
and provisions of this Note,  and such transfer is otherwise in compliance  with
the terms of this Note.

     4. This Note shall be governed by and construed in accordance with the laws
of the State of New York relating to contracts  entered into and to be performed
wholly within such State.  Each party hereto hereby  irrevocably  submits to the
jurisdiction  of any New York State court or United States Federal court sitting
in New York County over any action or  proceeding  arising out of or relating to
this  Note  or  any  agreement   contemplated  hereby,  and  each  party  hereby
irrevocably  agrees that all claims in respect of such action or proceeding  may
be heard and  determined  in such New York  State or Federal  court.  Each party
hereto  further waives any objection to venue in such State and any objection to
an action or  proceeding in such State on the basis of a  non-convenient  forum.
The Purchaser  further agrees that any action or proceeding  brought against the
Company shall be brought only in New York State or United States  Federal courts
sitting in New York County.  EACH PARTY  HERETO  AGREES TO WAIVE ITS RIGHTS TO A
JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION  BASED  UPON OR  ARISING  OUT OF THIS
AGREEMENT OR ANY DOCUMENT OR AGREEMENT CONTEMPLATED HEREBY.

     5. Any notices or other  communications  required or  permitted to be given
under the terms of this Note must be in writing  and will be deemed to have been
delivered (a) upon receipt,  when delivered  personally;  (b) upon receipt, when
sent by facsimile  (provided  confirmation  of  transmission  is mechanically or
electronically  generated and kept on file by the sending party); or (c) one (1)
day after deposit with a nationally  recognized  overnight delivery service,  in
each case properly addressed to the party to receive the same. The addresses and
facsimile numbers for such communications shall be:

If to the Company:  Attention:  Jim DiLorenzo,  Cedric Kushner Promotions,  Inc.
1414  Avenue of the  Americas,  Suite  1402,  New  York,  New York  10019  (tel)
212-755-1944, (fax) 212-755-1989.

If to Holder:  at the  address  set forth on the  questionnaire  to the Note and
Warrant Purchase  Agreement being entered into by the Holder and Company of even
date herewith

     6. Payor hereby waives demand, notice,  presentment,  protest and notice of
dishonor.

     7. The terms of this Note shall be construed in accordance with the laws of
the State of New ork, as applied to contracts entered into by New York residents
within  the State of New York,  which  contracts  are to be  performed  entirely
within the State of New York.

     8. Any term of this Note may be amended or waived with the written  consent
of Payor and Holder and is subject to the  provisions  set forth in the Note and
Warrant  Purchase  Agreement,  including,  without  limitation,  the  provisions
concerning  transfer of this Note by the Holder. The Payor may prepay all or any
part of the  principal sum of this Note at any time or from time to time without
penalty at its sole discretion, provided that such principal prepayment shall be
accompanied  by all  interest  then accrued and provided the Company has not yet
received a notice of conversion for the amount it intends to prepay.

                                                CEDRIC KUSHNER PROMOTIONS, INC.


                                                By: _________________________
                                                    Cedric Kushner, President

                                       4

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>9
<FILENAME>june30200410qsbex1049.txt
<TEXT>
EXHIBIT 10.49

                                    EXHIBIT B

THIS WARRANT IS ONLY  EXERCISABLE  INTO SHARES OF COMMON STOCK UPON  SHAREHOLDER
APPROVAL TO INCREASE ITS AUTHORIZED COMMON STOCK AND THE COMPANY CANNOT GIVE ANY
ASSURANCES THAT IT WILL RECEIVE SHAREHOLDER  APPROVAL.  THE COMPANY WILL SEEK TO
INCREASE  ITS  AUTHORIZED  TO  100,000,000.  IN THE EVENT THE  COMPANY  DOES NOT
RECEIVE  SHAREHOLDER  APPROVAL TO INCREASE ITS  AUTHORIZED  COMMON  STOCK,  THIS
WARRANT THAT YOU PURCHASE IN THIS OFFERING WILL NOT BE EXERCISABLE.

THIS WARRANT AND THE UNDERLYING  SHARES OF COMMON STOCK HAVE NOT BEEN REGISTERED
UNDER  THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "SECURITIES  ACT"),  OR
APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND, IF EXERCISED, THE UNDERLYING
SHARES OF COMMON STOCK, HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO
THEIR  DISTRIBUTION  OR  RESALE,  AND  MAY NOT BE  SOLD,  PLEDGED  OR  OTHERWISE
TRANSFERRED  WITHOUT AN EFFECTIVE  REGISTRATION  STATEMENT  FOR SUCH  SECURITIES
UNDER THE SECURITIES ACT AND APPLICABLE  STATE  SECURITIES LAWS OR AN OPINION OF
COUNSEL  SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.
CEDRIC KUSHNER PROMOTIONS, INC. WARRANT TO PURCHASE COMMON STOCK

No. _________                                                     July __, 2004
                                                       Void After _______, 2009

THIS  CERTIFIES  THAT,  for value  received,  ___________,  having an address at
_____________________________,  or his assigns  (the  "Holder"),  is entitled to
subscribe  for and purchase at the Exercise  Price  (defined  below) from CEDRIC
KUSHNER PROMOTIONS,  INC., a Delaware corporation,  with its principal office at
1414 Avenue of the Americas,  Suite 1402, New York, NY 10019 (the "Corporation")
_________________ shares of common stock tan exercise price equal to $0.50.

     1.  Definitions.  AS USED  HEREIN,  THE  FOLLOWING  TERMS  SHALL  HAVE  THE
FOLLOWING RESPECTIVE MEANINGS:

     (a) "Exercise Period" shall mean the period commencing with the date hereof
and ending five years from the date hereof, unless sooner terminated as provided
below.

     (b)  "Exercise  Price"  shall  mean $.50 per share,  subject to  adjustment
pursuant to Section 5 below.

     (c) "Exercise  Shares" shall mean the shares of Common Stock  issuable upon
exercise of this Warrant.

     (d) "Note" shall mean the 10%  Convertible  Promissory  Note executed along
with this Warrant.

     2.  Exercise  of Warrant.  THE RIGHTS  REPRESENTED  BY THIS  WARRANT MAY BE
EXERCISED  IN  WHOLE OR IN PART AT ANY  TIME  DURING  THE  EXERCISE  PERIOD,  BY
DELIVERY OF THE FOLLOWING TO THE  CORPORATION AT ITS ADDRESS SET FORTH ABOVE (OR
AT SUCH OTHER  ADDRESS AS IT MAY  DESIGNATE BY NOTICE IN WRITING TO THE HOLDER):

     (a) An executed Notice of Exercise in the form attached hereto;

     (b) Payment of the Exercise Price either in cash or by check; and

     (c) This Warrant.

     Upon the exercise of the rights  represented by this Warrant, a certificate
or certificates for the Exercise Shares so purchased,  registered in the name of
the Holder or persons  affiliated with the Holder,  if the Holder so designates,
shall be issued and delivered to the Holder  within a reasonable  time after the
rights represented by this Warrant shall have been so exercised.

     The person in whose  name any  certificate  or  certificates  for  Exercise
Shares are to be issued upon  exercise of this  Warrant  shall be deemed to have
become the holder of record of such shares on the date on which this Warrant was
surrendered and payment of the Exercise Price was made, irrespective of the date
of delivery of such  certificate  or  certificates,  except that, if the date of
such  surrender  and  payment  is a date  when the stock  transfer  books of the
Corporation are closed, such person shall be deemed to have become the holder of
such shares at the close of business  on the next  succeeding  date on which the
stock transfer books are open.

                                       7
<PAGE>
NOTWITHSTANDING  ANYTHING HEREIN TO THE CONTRARY,  THE HOLDER  ACKNOWLEDGES  AND
AGREES THAT THERE ARE NOT SUFFICIENT  SHARES OF COMMON STOCK OF THE  CORPORATION
RESERVED TO ISSUE SUCH SHARES OF COMMON STOCK OF THE CORPORATION IF THIS WARRANT
WAS  EXERCISED ON THE DATE  HEREOF.  IF SUCH NUMBER OF SHARES OF COMMON STOCK OF
THE CORPORATION ARE FOR ANY REASON  WHATSOEVER  STILL NOT AVAILABLE TO BE ISSUED
BY THE CORPORATION AT THE TIME OF SUCH EXERCISE OF THIS WARRANT, THE CORPORATION
SHALL SO ISSUE SUCH SHARES OF COMMON STOCK AS SOON AS PRACTICABLE.

     3. Covenants of the Corporation.

     3.1 Covenants as to Exercise Shares.  The Corporation  covenants and agrees
that all  Exercise  Shares  that may be issued  upon the  exercise of the rights
represented  by  this  Warrant  will,  upon  issuance,  be  validly  issued  and
outstanding,  fully paid and  nonassessable,  and free from all taxes, liens and
charges  with  respect  to the  issuance  thereof.  Subject  to the  immediately
preceding  paragraph,  the  Corporation  further  covenants  and agrees that the
Corporation  will at all times during the Exercise  Period,  have authorized and
reserved,  free from  preemptive  rights,  a sufficient  number of shares of its
Common  Stock to provide  for the  exercise  of the rights  represented  by this
Warrant.  If at any time during the Exercise Period the number of authorized but
unissued  shares of Common Stock shall not be sufficient  to permit  exercise of
this Warrant,  the  Corporation  will take such corporate  action as may, in the
opinion of its counsel,  be necessary  to increase its  authorized  but unissued
shares of Common Stock to such number of shares as shall be sufficient  for such
purposes.

     3.2 No  Impairment.  Except and to the extent as waived or  consented to by
the  Holder,  the  Corporation  will  not,  by  amendment  of  its  Articles  of
Incorporation or through any reorganization,  transfer of assets, consolidation,
merger, dissolution,  issue or sale of securities or any other voluntary action,
avoid or seek to avoid the  observance or  performance of any of the terms to be
observed or  performed  hereunder by the  Corporation,  but will at all times in
good faith assist in the carrying out of all the  provisions of this Warrant and
in the taking of all such action as may be necessary or  appropriate in order to
protect the exercise rights of the Holder against impairment.

     3.3 Notices of Record Date.  In the event of any taking by the  Corporation
of a record  of the  holders  of any  class of  securities  for the  purpose  of
determining  the holders thereof who are entitled to receive any dividend (other
than a cash  dividend  which  is the  same as cash  dividends  paid in  previous
quarters) or other  distribution,  the Corporation  shall mail to the Holder, at
least ten (10) days prior to the date specified  herein, a notice specifying the
date on which any such record is to be taken for the purpose of such dividend or
distribution.

     4. Representations of Holder.

     4.1 Acquisition of Warrant for Personal Account.  The Holder represents and
warrants that it is acquiring the Warrant  solely for its account for investment
and not with a view to or for sale or  distribution  of said Warrant or any part
thereof.  The  Holder  also  represents  that the  entire  legal and  beneficial
interests  of the Warrant and  Exercise  Shares the Holder is acquiring is being
acquired for, and will be held for, its account only.

     4.2 Securities Are Not Registered.

     (a) The Holder  understands  that the Warrant and the Exercise  Shares have
not been registered  under the Securities Act of 1933, as amended (the "Act") on
the  basis  that  no  distribution  or  public  offering  of  the  stock  of the
Corporation  is to be  effected.  The  Holder  realizes  that the  basis for the
exemption may not be present if, notwithstanding its representations, the Holder
has a present  intention of acquiring the securities for a fixed or determinable
period in the future,  selling (in connection with a distribution or otherwise),
granting any  participation  in, or otherwise  distributing the securities.  The
Holder has no such present intention.

     (b) The Holder  recognizes that the Warrant and the Exercise Shares must be
held  indefinitely  unless they are subsequently  registered under the Act or an
exemption from such  registration is available.  The Holder  recognizes that the
Corporation  has no obligation to register the Warrant or the Exercise Shares of
the Corporation (except as provided in Section 11 hereof), or to comply with any
exemption from such registration.

     (c) The Holder is aware that  neither the Warrant nor the  Exercise  Shares
may be sold pursuant to Rule 144 adopted under the Act unless certain conditions
are met, including, among other things, the existence of a public market for the
shares,  the  availability  of  certain  current  public  information  about the
Corporation, the resale following the required holding period under Rule 144 and
the number of shares  being sold  during any three  month  period not  exceeding
specified limitations.  Holder is aware that the conditions for resale set forth
in Rule 144 are not currently satisfied.

                                       8
<PAGE>
     4.3 Disposition of Warrant and Exercise Shares.  The Holder understands and
agrees that all  certificates  evidencing  the shares to be issued to the Holder
may bear the following  legend:  THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER
THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "ACT").  THEY MAY NOT BE SOLD,
OFFERED  FOR SALE,  PLEDGED  OR  HYPOTHECATED  IN THE  ABSENCE  OF AN  EFFECTIVE
REGISTRATION  STATEMENT  AS TO THE  SECURITIES  UNDER THE ACT OR AN  OPINION  OF
COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED.

     5. Adjustment of Exercise Price. In the event of changes in the outstanding
Common  Stock  of the  Corporation  by  reason  of stock  dividends,  split-ups,
recapitalizations,  reclassifications,  combinations  or  exchanges  of  shares,
separations, reorganizations, liquidations, or the like prior to the exercise of
this  Warrant (or  portion  thereof),  the number and class of shares  available
under the Warrant (or portion  thereof) in the aggregate and the Exercise  Price
shall be correspondingly  adjusted to give the Holder of the Warrant (or portion
thereof),  on exercise for the same aggregate  Exercise Price, the total number,
class,  and kind of shares as the Holder  would have owned had the  Warrant  (or
portion  thereof) been exercised prior to the event and had the Holder continued
to hold such shares until after the event requiring adjustment. The form of this
Warrant need not be changed  because of any adjustment in the number of Exercise
Shares subject to this Warrant.

     6.  Fractional  Shares.  No  fractional  shares  shall be  issued  upon the
exercise of this Warrant as a consequence of any adjustment pursuant hereto. All
Exercise Shares (including fractions) issuable upon exercise of this Warrant may
be aggregated for purposes of  determining  whether the exercise would result in
the issuance of any fractional share. If, after aggregation,  the exercise would
result in the issuance of a fractional share, the Corporation  shall, in lieu of
issuance of any  fractional  share,  pay the Holder  otherwise  entitled to such
fraction a sum in cash equal to the product  resulting from multiplying the then
current fair market value of an Exercise Share by such fraction.

     7. No Stockholder  Rights.  This Warrant in and of itself shall not entitle
the  Holder  to any  voting  rights  or other  rights  as a  stockholder  of the
Corporation.

     8. Transfer of Warrant.  Subject to applicable  laws,  the  restriction  on
transfer  set forth on the first  page of this  Warrant,  this  Warrant  and all
rights hereunder are transferable, by the Holder in person or by duly authorized
attorney,  upon  delivery of this  Warrant and the form of  assignment  attached
hereto to any  transferee  designated by Holder.  The  transferee  shall sign an
investment letter in form and substance satisfactory to the Corporation.

     9. Lost, Stolen,  Mutilated or Destroyed Warrant.  If this Warrant is lost,
stolen,  mutilated  or  destroyed,  the  Corporation  may,  on such  terms as to
indemnity or otherwise as it may reasonably  impose (which shall, in the case of
a mutilated Warrant, include the surrender thereof), issue a new Warrant of like
denomination and tenor as the Warrant so lost,  stolen,  mutilated or destroyed.
Any such new Warrant shall constitute an original contractual  obligation of the
Corporation,  whether or not the allegedly lost, stolen,  mutilated or destroyed
Warrant shall be at any time enforceable by anyone.

     10.  Notices,  etc.  All  notices  and  other  communications  required  or
permitted  hereunder  shall be in writing and shall be sent by telex,  telegram,
express mail or other form of rapid communications, if possible, and if not then
such  notice  or  communication  shall be mailed by  first-class  mail,  postage
prepaid,  addressed in each case to the party entitled  thereto at the following
addresses:  (a) if to the  Corporation,  to  Cedric  Kushner  Promotions,  Inc.,
Attention:  Secretary,  1414 Avenue of the  Americas,  Suite 1402,  New York, NY
10019 and (b) if to the Holder, at the address set forth in the Note and Warrant
Purchase  Agreement,  or at such other  address as one party may  furnish to the
other in writing.  Notice shall be deemed effective on the date dispatched if by
personal  delivery,  telecopy,  telex or telegram,  two days after mailing if by
express mail, or three days after mailing if by first-class mail.

     11. Registration Rights.

     11 As used in this Section,  the  following  terms shall have the following
meanings:

     (a) Definitions

     (i) "Holders" shall mean the Purchasers of the Notes and Warrants,  and any
person holding Registrable Securities

     (ii)  "Person"  shall mean any  person,  individual,  corporation,  limited
liability company,  partnership,  trust or other  nongovernmental  entity or any
governmental agency, court,  authority or other body (whether foreign,  federal,
state, local or otherwise).

     (iii) The terms "register,"  "registered" and  "registration"  refer to the
registration  effected  by  preparing  and filing a  registration  statement  in
compliance with the Act, and the declaration or ordering of the effectiveness of
such registration statement.

     (iv)  "Registrable  Securities"  shall mean (i) the shares of Common  Stock
issuable upon conversion of the Notes;  (ii) the shares of Common Stock issuable
upon exercise of the Warrants (the "Warrant Shares"); provided, however,

                                       9
<PAGE>
that securities shall only be treated as Registrable  Securities if and only for
so long as they (A)  have  not  been  disposed  of  pursuant  to a  registration
statement  declared  effective  by the SEC  or,  (B)  have  not  been  sold in a
transaction exempt from the registration and prospectus delivery requirements of
the Act so that all transfer  restrictions and restrictive  legends with respect
thereto are removed upon the consummation of such sale.

     (v) "Registration Expenses" shall mean all expenses incurred by the Company
in  complying  with  the  registration  provisions  hereof,  including,  without
limitation, all registration,  qualification and filing fees, printing expenses,
escrow fees,  fees and  expenses of counsel for the  Company,  blue sky fees and
expenses  and the expense of any special  audits  incident to or required by any
such registration (but excluding the fees of legal counsel for any Holder).

     (vi) "Selling  Expenses" shall mean all underwriting  discounts and selling
commissions  applicable to the sale of  Registrable  Securities and all fees and
expenses of legal counsel for any Holder.

     (b) In the event shareholder approval is obtained to increase the Company's
authorized shares, the Company shall file a registration  statement covering the
Registrable  Securities on the appropriate form (the  "Registration  Statement")
with the SEC and use its best efforts to effect the registration, qualifications
or compliances  (including,  without  limitation,  the execution of any required
undertaking to file post-effective  amendments) no later than one hundred twenty
(120) calendar days following the date shareholders approval was obtained.

     (c) All Registration Expenses incurred in connection with any registration,
qualification,  exemption  or  compliance  shall be borne  by the  Company.  All
Selling Expenses  relating to the sale of securities  registered by or on behalf
of Holders shall be borne by such Holders pro rata on the basis of the number of
securities so registered.

     (d) In the case of the registration, qualification, exemption or compliance
effected  by the  Company  pursuant  to the terms of this  Warrant,  the Company
shall,  upon  reasonable  request,  inform  each Holder as to the status of such
registration,  qualification,  exemption  and  compliance.  At its  expense  the
Company shall:

     (i) use its best efforts to keep such registration,  continuously effective
until the Holders have completed the distribution  described in the registration
statement  relating  thereto.  The period of time  during  which the  Company is
required hereunder to keep the Registration  Statement  effective is referred to
herein as "the  Registration  Period."  Notwithstanding  the  foregoing,  at the
Company's   election,   the  Company  may  cease  to  keep  such   registration,
qualification, exemption or compliance effective with respect to any Registrable
Securities, and the registration rights of a Holder shall expire, on the earlier
of (i) the date on which the Notes  issued in  connection  with this Warrant are
converted, or (ii) August 1, 2006

     (ii) advise the Holders:

     (A) when the Registration Statement or any amendment thereto has been filed
with the SEC and when the Registration Statement or any post-effective amendment
thereto has become effective;

     (B)  of any  request  by the  SEC  for  amendments  or  supplements  to the
Registration  Statement or the  prospectus  included  therein or for  additional
information;

     (C)  of  the  issuance  by  the  SEC  of  any  stop  order  suspending  the
effectiveness of the Registration Statement or the initiation of any proceedings
for such purpose;

     (D) of the receipt by the Company of any  notification  with respect to the
suspension of the qualification of the Registrable  Securities  included therein
for sale in any  jurisdiction or the initiation or threatening of any proceeding
for such purpose; and

     (E) of the  happening of any event that  requires the making of any changes
in the  Registration  Statement or the  prospectus so that, as of such date, the
statements  therein are not  misleading and do not omit to state a material fact
required to be stated  therein or necessary to make the  statements  therein (in
the case of the prospectus,  in the light of the circumstances  under which they
were made) not misleading;

     (iii) make every  reasonable  effort to obtain the  withdrawal of any order
suspending  the  effectiveness  of any  Registration  Statement  at the earliest
possible time;

     (iv) cooperate with the Holders to facilitate  the timely  preparation  and
delivery of certificates representing Registrable Securities to be sold pursuant
to any Registration  Statement free of any restrictive legends to the extent not
required at such time and in such  denominations and registered in such names as
Holders  may  request  at  least  five  (5)  business  days  prior  to  sales of
Registrable Securities pursuant to such Registration Statement; and

                                       10
<PAGE>
     (e) As a condition to the  inclusion of its  Registrable  Securities,  each
Holder shall furnish to the Company such  information  regarding such Holder and
the  distribution  proposed by such Holder as the Company may request in writing
or as shall be required in connection with any registration.

     (f) With a view to making  available to the Holders the benefits of certain
rules  and  regulations  of the SEC  which  at any time  permit  the sale of the
Registrable Securities to the public without registration, the Company shall use
its reasonable best efforts to:

     (i)  make  and keep  public  information  available,  as  those  terms  are
understood and defined in Rule 144 under the Act, at all times;

     (ii) file with the SEC in a timely  manner all reports and other  documents
required of the Company under the Exchange Act; and

     (iii) so long as a Holder  owns any  unregistered  Registrable  Securities,
furnish to such Holder,  upon any reasonable request, a written statement by the
Company as to its  compliance  with Rule 144 under the Act,  and of the Exchange
Act, a copy of the most recent  annual or quarterly  report of the Company,  all
necessary  opinion  letters that may be requested by the transfer agent and such
other reports and documents of the Company as such Holder may reasonably request
in availing  itself of any rule or  regulation  of the SEC  allowing a Holder to
sell any such securities without registration.

     (iv) at the request of any Purchaser,  give its transfer Agent instructions
(supported  by an opinion of Company  counsel,  if required or  requested by the
transfer agent) to the effect that, upon the transfer  agent's receipt from such
Purchaser of:

     a certificate (a "Rule 144 Certificate") certifying (A) that such Purchaser
     has held the shares of Registrable  Securities which the Purchaser proposes
     to sell (the  "Securities  Being  Sold")  for a period of not less than (1)
     year and as to such other matters as may be appropriate in accordance  with
     Rule 144  under the  Securities  Act,  and (B) an  opinion  of  Purchaser's
     counsel,   acceptable  to  the  Company,   that,  based  on  the  Rule  144
     Certificate,  the  Securities  Being  Sold  may  be  sold  pursuant  to the
     provisions  of Rule 144,  even in the absence of an effective  Registration
     Statement,  the transfer  agent is to effect the transfer of the Securities
     Being Sold and issue to the buyer(s) or  transferee(s)  thereof one or more
     stock  certificates  representing  the  transferred  Securities  Being Sold
     without any restrictive  legend and without  recording any  restrictions on
     the  transferability  of such  shares  on the  transfer  agent's  books and
     records. If the transfer agent requires any additional documentation at the
     time of the  transfer,  the Company  shall deliver or cause to be delivered
     all  such  reasonable  additional  documentation  as  may be  necessary  to
     effectuate the issuance of an unlegended certificate.

     (g) The rights to cause the  Company  to  register  Registrable  Securities
granted to the  Holders by the  Company  may be  assigned in full by a Holder in
connection  with a  transfer  by  such  Holder  of its  Registrable  Securities,
provided,  however,  that  (i)  such  transfer  may  otherwise  be  effected  in
accordance with applicable securities laws; (ii) such Holder gives prior written
notice to the Company; and (iii) such transferee agrees to comply with the terms
and  provisions  of this  Warrant,  and such transfer is otherwise in compliance
with the terms of this Warrant.

     The Corporation  shall pay all costs,  fees and expenses in connection with
any Registration Statement filed pursuant hereto, including, without limitation,
the Corporation's  legal and accounting fees,  printing expenses,  blue sky fees
and expenses  (except for fees and expenses of counsel for any  underwriters  of
the  offering  or counsel to any  holders of  Registrable  Shares to be included
within such Registration Statement and any underwriting or selling commissions).

     12.  Acceptance.  Receipt of this  Warrant by the Holder  shall  constitute
acceptance of and agreement to all of the terms and conditions contained herein.

     13. Governing Law. This Warrant and all rights, obligations and liabilities
hereunder shall be governed by the laws of the State of New York.

     IN WITNESS WHEREOF,  the Corporation has caused this Warrant to be executed
by its duly authorized officer as of the date first set forth above.

                                            CEDRIC KUSHNER PROMOTIONS, INC.


                                            By:      ______________
                                            Name:    Jim DiLorenzo
                                            Title:   Secretary


                                       11
<PAGE>
                               NOTICE OF EXERCISE

TO: CEDRIC KUSHNER PROMOTIONS, INC.

     (1) The undersigned hereby elects to purchase  ______________ shares of the
Common Stock of CEDRIC KUSHNER PROMOTIONS,  INC. (the "Corporation") pursuant to
the terms of the attached Warrant,  and tenders herewith payment of the exercise
price in full, together with all applicable transfer taxes, if any.

     (2) Please issue a certificate or certificates  representing said shares of
Common  Stock  in the  name  of the  undersigned  or in  such  other  name as is
specified below:

                                                       ________________________
                                                                (Name)

                                                       ________________________

                                                       ________________________
                                                               (Address)

     (3) The  undersigned  represents  that (i) the  aforesaid  shares of Common
Stock are being acquired for the account of the  undersigned  for investment and
not with a view to, or for resale in connection with, the  distribution  thereof
and that the undersigned  has no present  intention of distributing or reselling
such shares; (ii) the undersigned is aware of the Corporation's business affairs
and  financial  condition  and has  acquired  sufficient  information  about the
Corporation  to reach an  informed  and  knowledgeable  decision  regarding  its
investment in the  Corporation;  (iii) the  undersigned is experienced in making
investments  of this type and has such knowledge and background in financial and
business  matters that the  undersigned  is capable of evaluating the merits and
risks of this investment and protecting the  undersigned's  own interests;  (iv)
the  undersigned  understands  that the  shares of Common  Stock  issuable  upon
exercise of this Warrant have not been  registered  under the  Securities Act of
1933, as amended (the "Securities  Act"), by reason of a specific exemption from
the registration provisions of the Securities Act, which exemption depends upon,
among other things,  the bona fide nature of the investment  intent as expressed
herein,  and,  because  such  securities  have not  been  registered  under  the
Securities Act, they must be held indefinitely  unless  subsequently  registered
under the Securities Act or an exemption  from such  registration  is available;
(v) the  undersigned is aware that the aforesaid  shares of Common Stock may not
be sold pursuant to Rule 144 adopted  under the  Securities  Act unless  certain
conditions are met and until the  undersigned has held the shares for the number
of years  prescribed by Rule 144, that among the  conditions for use of the Rule
is the availability of current  information to the public about the Corporation;
and (vi) the  undersigned  agrees not to make any disposition of all or any part
of the aforesaid shares of Common Stock unless and until there is then in effect
a  registration  statement  under the  Securities  Act  covering  such  proposed
disposition and such  disposition is made in accordance  with said  registration
statement,  or the undersigned  has provided the Corporation  with an opinion of
counsel  satisfactory to the Corporation,  stating that such registration is not
required.

_________________________________           ____________________________
      (Print Name)                                   (Signature)

Date: ____________________________

                                       12
<PAGE>
                                 ASSIGNMENT FORM


     (To assign the foregoing Warrant, execute this form and supply required
             information. Do not use this form to purchase shares.)


     FOR VALUE RECEIVED,  the foregoing Warrant and all rights evidenced thereby
are hereby assigned to

Name:    ________________________________________________
                              (Please Print)

Address: ________________________________________________
                               (Please Print)

Dated: _________________

Holder's Signature: _____________________________________

Holder's Address:   _____________________________________

                    _____________________________________

NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Warrant,  without  alteration or  enlargement  or any
change  whatever.  Officers of  corporations  and those acting in a fiduciary or
other representative capacity should file proper evidence of authority to assign
the foregoing Warrant.

                                       13





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