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<CONFORMED-NAME>CEDRIC KUSHNER PROMOTIONS INC
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<FORMER-CONFORMED-NAME>ZENASCENT INC
<DATE-CHANGED>20020329
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<FORMER-CONFORMED-NAME>FUSION FUND INC /DE/
<DATE-CHANGED>20000515
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<FORMER-CONFORMED-NAME>OUTLOOK SPORTS TECHNOLOGY INC
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<TEXT>
                           SCHEDULE 14A-4 INFORMATION
           Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

                           Filed by the Registrant [X]
                 Filed by a Party other than the Registrant [ ]

                           Check the appropriate box:

                              [X] Preliminary Proxy
                   Statement [ ] Confidential, for Use of the
                      Commission only (as permitted by Rule
                                  14a-6(e)(2))
                         [ ] Definitive Proxy Statement
                       [ ] Definitive Additional Materials
                     [ ] Revised Definitive Proxy Materials
                    [ ] Soliciting Material Under Rule 14a-12

                         Cedric Kushner Promotions, Inc.
                            (f/k/a/ Zenascent, Inc.)
                (Name of Registrant as Specified In Its Charter)


Payment of Filing Fee (Check the appropriate box):

[X] No fee required.

[ ] Fee computed on table below per Exchange Act Rules 14a-6 (i) (1) and 0-11.

1)   Title of each class of securities to which transaction applies:

2)   Aggregate number of securities to which transaction applies:

3)   Per unit price or other underlying value of transaction  computed  pursuant
     to Exchange  Act Rule 0-11 (Set forth the amount on which the filing fee is
     calculated and state how it was determined):

4)   Proposed maximum aggregate value of transaction: 5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

1. Amount Previously Paid:

2. Form, Schedule or Registration Statement No.:

3. Filing Party:

4. Date Filed:


<PAGE>


                         CEDRIC KUSHNER PROMOTIONS, INC.
                       1414 Avenue of Americas, Suite 406
                               New York, NY 10019

                                                             September 27, 2004

Dear Stockholders:

You are cordially invited to attend the Annual Meeting of Stockholders of Cedric
Kushner  Promotions,  Inc. (f/k/a/  Zenascent,  Inc.), to be held on October 25,
2004 at 9:30 AM at the offices of our counsel,  Sichenzia Ross Friedman  Ference
LLP, 1065 Avenue of the  Americas,  New York,  New York 10018.  We hope that you
will be able to attend.

Enclosed  you will find a notice  setting  forth the business to come before the
Annual  Meeting,  which  accompanies  our proxy statement and proxy card. At the
Annual Meeting, you will be asked to consider,  among other things, proposals to
elect  two  members  of our Board of  Directors,  to amend  our  certificate  of
incorporation  as  described  in the proxy  statement,  to amend our  By-Laws as
described  in the proxy  statement,  to approve  the  adoption of our 2002 Stock
Option Plan, and to ratify the appointment of our  independent  auditors for the
current year.  Copies of our 2003 Annual Report on Form 10-KSB and our Quarterly
Report on Form 10-QSB for the quarter ended June 30, 2004 are also enclosed with
these materials.

The  accompanying  proxy statement also discusses our merger with Cedric Kushner
Boxing,  Inc., an integrated  promotional,  media and entertainment  company for
boxing matches and boxing-related content.

Your Board of Directors unanimously  recommends that you vote "FOR" the election
of each of the two nominees for the Board of Directors specified in the enclosed
proxy  statement,  "FOR" the amendment of our certificate of  incorporation  and
by-laws as provided in the proxy statement, "FOR" the adoption of our 2002 Stock
Option Plan, and "FOR" the  ratification  of the  appointment of our independent
auditors for the current year.

Your vote is very  important.  Regardless  of  whether  you plan to  attend  the
meeting in person,  your shares should be represented and voted. After carefully
reviewing the enclosed proxy statement, please complete, sign, date and promptly
return the proxy card in the  self-addressed  envelope that we have included for
your  convenience.  No postage is required if it is mailed in the United States.
Should you decide to attend the  Annual  Meeting in person,  your  return of the
proxy card  before the Annual  Meeting  will not  prevent  you from  voting your
shares in person at the Annual Meeting.

Sincerely,



Cedric Kushner
President


The accompanying  proxy statement dated September 27, 2004 is first being mailed
                to stockholders on or about September 28, 2004.



<PAGE>
                         CEDRIC KUSHNER PROMOTIONS, INC.
                       1414 Avenue of Americas, Suite 406
                               New York, NY 10019

                    Notice of Annual Meeting of Stockholders


                                                             September 27, 2004

Dear Stockholder:

We cordially  invite you to attend the Annual Meeting of  Stockholders of Cedric
Kushner  Promotions,  Inc. (f/k/a/  Zenascent,  Inc.), to be held on October 25,
2004 at 9:00 AM at the offices of Sichenzia  Ross  Friedman  Ference  LLP,  1065
Avenue of the Americas,  New York, New York 10018,  for the following  important
purposes:

     1.   To  elect  Cedric  Kushner,  and  James  DiLorenzo  to  our  board  of
          directors,  each to hold  office  until  the 2005  Annual  Meeting  of
          stockholders  and  until  his or her  successor  is duly  elected  and
          qualified;

     2.   To amend our certificate of incorporation to delete  information about
          our business purposes that is no longer accurate;

     3.   To amend our  certificate of  incorporation  to reclassify our Class A
          Common  Stock  and  Class B Common  Stock as a single  class of Common
          Stock;

     4.   To amend our certificate of  incorporation  to increase our authorized
          Common Stock from 20 million shares to 100 million shares;

     5.   To amend our certificate of  incorporation  and by-laws to replace our
          classified board of directors with an unclassified board of directors;

     6.   To amend our  certificate of  incorporation  and by-laws to permit our
          stockholders to take action by written consent in lieu of a meeting;

     7.   To approve the adoption of our 2002 Stock Option Plan;

     8.   To ratify the  appointment  of  Wolinetz,  Lafazan & Company,  P.C. as
          independent  auditors  for the  Company  for  the  fiscal  year  ended
          December 31, 2004; and

     9.   To transact such other business as properly may come before the Annual
          Meeting or any adjournment or postponement thereof.

In addition to discussing in detail the items of business  summarized above, the
accompanying  proxy  statement  describes our merger with Cedric Kushner Boxing,
Inc.,  which  is  engaged  in  the  business  of  promoting  boxing  events  and
professional boxers, as well as in the creation, distribution and maintenance of
media properties  related to boxing. As a result of this transaction and certain
subsequent   transactions,   Cedric  Kushner  Boxing  became  our   wholly-owned
subsidiary  and  its  stockholders  became  the  holders  of  almost  74% of the
aggregate  voting power of our  outstanding  capital stock.  As discussed in the
accompanying proxy statement under Proposal 4, one reason that we are requesting
our  stockholders  to approve an increase in our authorized  capital stock is to
facilitate the conversion of the  convertible  preferred stock that we issued in
connection with this merger.

We encourage you to read the proxy statement carefully and in its entirety.

Only  stockholders  of record at the close of business on September 24, 2004 are
entitled to notice of and to vote at the Annual  Meeting or any  adjournment  or
postponement  thereof. If you choose to attend the Annual Meeting,  you may vote
in person  even  though  you have  previously  returned  your  proxy card to the
Company.

By Order of Your Board of Directors,


James DiLorenzo
Executive Vice President, Treasurer and Secretary

Whether or not you expect to be present at the Annual Meeting,  please complete,
sign, date and return the enclosed proxy card as soon as possible to ensure your
representation at the Annual Meeting. Even if you have returned your proxy card,
you may still vote in person at the Annual Meeting if you attend in person.


<PAGE>
<TABLE>
<CAPTION>

                                TABLE OF CONTENTS



                                                                                                              Page


<S>                                                                                                              <C>
General Information...............................................................................................4
      Voting Rights and Outstanding Shares........................................................................4
      Description of Capital Stock................................................................................4
      Revocability of Proxies.....................................................................................4
      Terms of Solicitation.......................................................................................5
      Where to Obtain More Information............................................................................5
      A Very Important Warning About Forward-Looking Statements...................................................5
      Annual Report...............................................................................................5

Change In Control:  The CKB Merger................................................................................6
      Parties to the Merger......................................................................................12
      Background of the Merger...................................................................................13
      Reasons for Approval by the Board of Directors.............................................................15
      Merger Consideration.......................................................................................15
      Interests of Certain Persons in the CKB Merger.............................................................18
      No Dissenters' Rights......................................................................................19
      Accounting Treatment.......................................................................................19
      Material Federal Income Tax Consequences...................................................................19

The CKB Merger Agreement.........................................................................................20
      The CKB Merger.............................................................................................20
      Effective Time of the CKB Merger...........................................................................20
      Treatment of CKB Securities................................................................................20
      Certificate of Incorporation and By-laws...................................................................21
      Officers and Directors Following the Merger................................................................21
      Representations and Warranties.............................................................................21
      Post-Merger Financing......................................................................................22
      Actions Following the CKB Merger...........................................................................23
      Continuing Indemnification of Officers and Directors.......................................................23
      Indemnification of the Parties.............................................................................23
      Merger with Big Content....................................................................................23

Recent Developments..............................................................................................25

Risk Factors.....................................................................................................26

Proposal 1 - Election of Directors...............................................................................33
      Nominees for Election to the Board of Directors............................................................33
      Vote Required..............................................................................................33
      Certain Relationships and Related Transactions.............................................................33
      Board Meetings During Fiscal Year 2003.....................................................................36
      Board Committees...........................................................................................36
      Legal Proceedings..........................................................................................36
      Security Ownership of Certain Beneficial Owners and Management.............................................41
      Section 16(a) Beneficial Ownership Reporting Compliance....................................................42
      Compensation of Directors and Executive Officers...........................................................43

Proposal 2 - Amendment of the Company's Certificate of Incorporation to Delete Any
      Reference to the Company's Business Purpose as Relating to Golfing Equipment or Apparel....................45
      Reasons for the Proposed Revision of Our Certificate of Incorporation......................................45
      Vote Required..............................................................................................45

Proposal 3 - Amendment of the Company's Certificate of Incorporation to Reclassify the
Company's Class A and Class B Common Stock as a Single Class of Common Stock.....................................46
      Reasons for the Proposed Reclassification of our Common Stock..............................................46
      Implementation of the Reclassification of our Common Stock.................................................46
      No Appraisal Rights........................................................................................47
      Vote Required..............................................................................................47

Proposal 4 - Amendment of the Company's Certificate of Incorporation to Increase the
Company's Authorized Common Stock to 100,000,000 Shares..........................................................48
      Reasons for the Proposed Increase..........................................................................48
      Vote Required..............................................................................................49
      Company Stock Option Plans.................................................................................49
      Description of the 1996 Incentive and Non-Qualified Stock Option Plan......................................49
      Description of the 1998 Incentive and Non-Qualified Stock Option Plan......................................50
      Financial Information......................................................................................51


                                       i
<PAGE>


                          TABLE OF CONTENTS (continued)



Proposal 5 - Amendment of the Company's Certificate of Incorporation and By-Laws to
Replace the Company's Classified Board of Directors with a Non-Classified Board of Directors.....................52
      Current Board Structure and Proposed Declassification......................................................52
      Reasons for the Proposed Declassification of the Board of Directors........................................52
      Vote Required..............................................................................................52

Proposal 6 - Amendment of the Company's Certificate of Incorporation and By-Laws to
Permit the Company's Stockholders to Take Action by Written Consent in Lieu of a Meeting.........................53
      Reasons for Permitting Stockholder Action by Written Consent...............................................53
      Vote Required..............................................................................................53

Proposal 7 - Adoption of the Company's 2002 Stock Option Plan....................................................54
      Reasons for Adopting the 2002 Plan.........................................................................54
      Description of the 2002 Plan...............................................................................54
      Option Grants Under the 2002 Plan..........................................................................55
      Certain Federal Tax Consequences...........................................................................55
      Vote Required..............................................................................................56

Proposal 8 - Ratification Of Independent Auditors................................................................57
      Prior Auditors.............................................................................................57
      Engagement of Present Auditors.............................................................................57
      Vote Required..............................................................................................58

Miscellaneous....................................................................................................59
      Amendment and Restatement of Certificate of Incorporation..................................................59
      Matters To Be Presented at The 2003 Annual Meeting of Stockholders.........................................59
      Other Matters..............................................................................................59

Appendix A:  Agreement and Plan of Merger.......................................................................A-1

Appendix B:  Proposed Amendments to the Certificate of Incorporation of Zenascent, Inc..........................B-1

Appendix C:  Proposed Amendments to the By-Laws of Zenascent, Inc...............................................C-1

Appendix D:  CKP, Inc. 2002 Stock Option Plan...................................................................D-1
</TABLE>




                                       ii
<PAGE>


                         CEDRIC KUSHNER PROMOTIONS, INC.
                       1414 Avenue of Americas, Suite 406
                               New York, NY 10019

                               GENERAL INFORMATION

The  enclosed  proxy is  solicited by and on behalf of the Board of Directors of
Cedric Kushner Promotions, Inc. (f/k/a/ Zenascent, Inc.), a Delaware corporation
(the  "Company"),  for use at the Company's Annual Meeting of Stockholders to be
held at the offices of our counsel,  Sichenzia  Ross Friedman  Ference LLP, 1065
Avenue of the  Americas,  New York,  New York  10018,  on October  25, 2004 (the
"Annual  Meeting"),  or at any  adjournment  or  postponement  thereof,  for the
purposes set forth in this proxy  statement  and in the  accompanying  Notice of
Annual Meeting. This proxy statement,  the proxy card and the enclosed copies of
our 2003 Annual  Report on Form 10-KSB and our  Quarterly  Report on Form 10-QSB
for the quarter  ended June 30, 2004 were mailed on or about  September 28, 2004
to  stockholders  of record at the close of business on September  24, 2004 (the
"Record Date").

Voting Rights and Outstanding Shares

As of September 24, 2004, the Company had outstanding:

i.   10,664,207 shares of Common Stock, par value $.01 per share, of all classes
     (the "Common Stock");
ii.  12,965,418  shares of Common Stock to be issued in connection  with various
     stock based compensation agreements including debt financing convertible to
     common  stock,  stock issued for  compensation  and stock issued in lieu of
     interest on debt financing ;
iii. warrants  to acquire  10,485,686  shares of Common  Stock;  iv.  options to
     acquire 302,000 shares of Common Stock;
v.   117,500 shares of Series A Preferred Stock, par value $.01 per share,  that
     are  convertible  into  1,175,000  shares of Common  Stock  (the  "Series A
     Preferred Stock");
vi.  464,908 shares of Series B Convertible Preferred Stock, par value $0.01 per
     share,  that are convertible  into  23,245,390  shares of Common Stock (the
     "Series B Preferred Stock");
vii. 27,923 shares of Series C Redeemable Convertible Preferred Stock, par value
     $0.01 per share, that are convertible into 2,792,210 shares of Common Stock
     (the "Series C Preferred Stock");
viii.399,752  shares of Series D  Preferred  Stock,  par value  $0.01 per share,
     which are not  convertible  into  Common  Stock  (the  "Series D  Preferred
     Stock"); and
ix.  $1,462,350  in  convertible  debt  that are  convertible  to  approximately
     3,400,000 shares of Common Stock to be issued.

As of September 24, 2004, 2004, the Company's  Common Stock,  Series A Preferred
Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred
Stock are the only classes of voting  securities  of the Company.  The Company's
Common  Stock is entitled  to one vote per share;  holders of shares of Series A
Preferred Stock are entitled to 10 votes per share;  holders of shares of Series
B Preferred Stock are entitled to 50 votes per share (equivalent to one vote per
share of Common Stock into which such shares of preferred  stock  convert);  the
holders  of  Series C  Preferred  Stock  are  entitled  to 100  votes  per share
(equivalent  to one vote per share of Common  Stock into  which  such  shares of
preferred  stock  convert);  and the  holders  of Series D  Preferred  Stock are
entitled to 50 votes per share.

Description of Capital Stock

The rights and  preferences  of our Series A Preferred  Stock are  described  in
"Recent  Developments - Amendment of Series A Preferred Stock" below. The rights
and preferences of our Series B Preferred Stock and Series C Preferred Stock are
described in "Change in Control: The CKB Merger - Merger  Consideration"  below.
The rights and  preferences  of our Series D Preferred  Stock are  described  in
"Recent Developments - Amendment of Series B Preferred Stock; Issuance of Series
D Preferred Stock" below.

Revocability of Proxies

Any person giving a proxy pursuant to this  solicitation has the power to revoke
it at any time  before  it is  voted.  It may be  revoked  by  mailing a written
revocation  or  later-dated,  completed  and signed proxy card before the Annual
Meeting or by simply attending the Annual Meeting and voting in person.  You may
not change your vote by facsimile or telephone.

                                       4
<PAGE>

Terms of Solicitation

The Company will bear the entire cost of solicitation of proxies,  including the
preparation,  printing and mailing of this proxy  statement,  the proxy card and
any  additional  materials  furnished to  stockholders.  Copies of  solicitation
materials will be furnished to banks,  brokerage houses,  fiduciaries,  nominees
and custodians  holding in their names shares of Common Stock beneficially owned
by others,  for purposes of forwarding such materials to such beneficial owners.
Original  solicitation  of proxies  by mail may be  supplemented  by  telephone,
telegram or personal  solicitation by directors and officers of the Company.  No
additional  compensation  will be paid to such  directors  and officers for such
services.

Where to Obtain More Information

The mailing  address of the Company is 1414 Avenue of  Americas,  Suite 406, New
York,  New York 10019.  Notices of  revocation of a proxy should be sent to that
address.  Questions  concerning  the Annual  Meeting  can be answered by calling
James DiLorenzo, our Executive Vice President, Secretary and Treasurer, at (212)
755-1944.

The  Company is  subject  to the  informational  reporting  requirements  of the
Securities  Exchange Act of 1934,  as amended (the  "Exchange  Act"),  and files
reports,  proxy statements and other information required under the Exchange Act
with the Commission. Such reports, proxy statements and other information may be
inspected  and  copied at the  public  reference  facilities  maintained  by the
Commission at Room 1024,  Judiciary Plaza, 450 Fifth Street,  N.W.,  Washington,
D.C. 20549.  Copies of such materials and information from the Commission can be
obtained at existing  published rates from the Public  Reference  Section of the
Commission at Room 1024,  Judiciary Plaza, 450 Fifth Street,  N.W.,  Washington,
D.C.   20549.   The  Commission  also  maintains  a  site  on  the  Internet  at
http://www.sec.gov  that contains reports,  proxy and information statements and
other  information  regarding  registrants  that  file  electronically  with the
Commission  which  may be  downloaded  free  of  charge.  When  requesting  such
materials and  information  from the Commission  please  reference the Company's
Commission file number which is "000-25563."

A Very Important Warning About Forward-Looking Statements

The Company makes various  forward-looking  statements in this  document.  These
forward-looking  statements  are  subject to many risks and  uncertainties,  and
there can be no certainty that such statements will prove to be correct.

When  words  and  expressions  such as:  "believes,"  "expects,"  "anticipates,"
"estimates,"  "plans,"  "intends,"  "objectives,"  "goals," "aims,"  "projects,"
"forecasts,"  "possible,"  "seeks," "may," "could," "should," "might," "likely,"
"enable" or similar words or expressions  are used in this proxy  statement,  as
well as  statements  beginning  or ending  with  phrases  such as "in our view,"
"there can be no  assurance,"  "although no assurance can be given" or "there is
no way to anticipate with certainty,"  forward-looking statements are being made
in all of these instances.

These  forward-looking  statements  speak  solely  as of the date of this  proxy
statement.

The Company does not intend to update or revise any  forward-looking  statements
to reflect any changes in general economic, competitive or market conditions and
developments beyond its control.

Annual Report

A copy of the  Company's  Annual  Report  on Form  10-KSB,  as  filed  with  the
Commission for the fiscal year ended December 31, 2003,  including the financial
statements and schedules  thereto,  is enclosed with this proxy  statement.  The
Company will provide  additional  copies of this Annual  Report to  stockholders
free of charge upon  written  request to James  DiLorenzo,  our  Executive  Vice
President,  Treasurer and  Secretary,  at the Company's  mailing  address:  1414
Avenue of Americas, Suite 406, New York, New York 10019.


                                       5
<PAGE>

                        CHANGE IN CONTROL: THE CKB MERGER

On  April  30,  2002,  Zenascent  Newco  Inc.,  a  Delaware  corporation  and  a
wholly-owned  subsidiary of the Company ("ZNI"), was merged with and into Cedric
Kushner Boxing,  Inc., a  privately-owned  Delaware  corporation  ("CKB").  As a
result of this transaction  (which is referred to in this proxy statement as the
"CKB  Merger"),  CKB became a  wholly-owned  subsidiary  of the  Company and its
stockholders  became the holders of almost 78% of the aggregate  voting power of
our outstanding capital stock (the former CKB stockholders currently hold almost
71% of the aggregate voting power of our outstanding  capital stock).  These new
stockholders  that  own an  aggregate  voting  power  of 75% of our  outstanding
capital  stock will be able to approve  each of the items  being voted on at the
Annual  Meeting.  Moreover,  pursuant  to the  terms of the CKB  Merger,  Cedric
Kushner and James  DiLorenzo,  CKB's  President  and Executive  Vice  President,
respectively, were appointed to the Company's Board of Directors.

Simultaneously,  the Board of Directors appointed Messrs.  Kushner and DiLorenzo
as  our  President  and  Executive  Vice  President,  Treasurer  and  Secretary,
respectively.

This section and the section below entitled "The CKB Merger Agreement"  describe
aspects of the CKB Merger that we consider  important,  including the CKB Merger
Agreement,  which is attached as  Appendix A to this proxy  statement.  While we
believe that this section  covers the material  terms of the CKB Merger,  it may
not contain all of the information that is important to you.

Summary of Merger Terms

The  following  is a summary  of the most  significant  terms of the CKB  Merger
Agreement; however, for a complete understanding of this transaction, you should
carefully review the CKB Merger Agreement in its entirety:

     o    At the  closing  of the CKB  Merger,  ZNI  merged  with and into  CKB,
          wherein ZNI ceased to exist and CKB, as the surviving  corporation  of
          the Merger, became a wholly-owned subsidiary of the Company;

     o    Messrs.  Kushner and DiLorenzo were issued 399,751.37 shares of Series
          B Convertible Preferred Stock, par value $0.01 per share;

     o    Livingston  Investments,  LLC, a Florida limited liability company and
          James DiLorenzo were issued  27,922.10  shares of Series C Convertible
          Redeemable Preferred Stock, par value $0.01 per share;

     o    Livingston  was issued a warrant to  acquire  1,000,000  shares of our
          Common Stock, par value $0.01 per share;

     o    The  Company  made a loan to CKP in the  amount of  $1,120,000,  for a
          period of one-year and at an annual interest rate of ten percent;

     o    A  wholly-owned  subsidiary  of CKB merged with and into Big  Content,
          Inc., a Delaware corporation; and

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

The following is a list of the amount of  consideration  for the merger that was
exchanged:

     o    Zenascent   issued  to  CKB's   stockholders   399,751.37   shares  of
          Zenascent's Series B Preferred Stock.

     o    Zenascent issued to the former Big Content  stockholders 27,923 shares
          of  Zenascent's  Series C  Preferred  Stock  along  with a warrant  to
          purchase 1,000,000 shares of Zenascent's common stock and entered into
          a consulting agreement with one of the former Big Content stockholders
          in exchange for 30 shares of CKB stock.

The  acquisition  of  Zenascent  has been  recorded  based on the fair  value of
Zenascent's net  liabilities,  which amounted to approximately  $2,794,000.  The
reverse  acquisition  was  accounted  for as a  recapitalization.  The financial
statements are those of Cedric Kushner Boxing,  Inc. and  Subsidiaries  prior to
the date of the merger.

                                       6
<PAGE>

The following exhibits diagram the Company's changes prior to the merger:


                                    Exhibit A
                                 March 15, 1999

                         ------------------------------
                         |                            |
                         |            CKB             |
                         |  1,000 shares authorized   |
                         | Cedrick Kushner 530 shares |
                         |  Jim DiLorenzo 125 shares  |
                         |                            |
                         ------------------------------
                                       |
410 shares                             |                        100 shares
(41%)              -----------------------------------------      (10%)
                   |                                       |
                   |                                       |
            ----------------                      -----------------
           |     MPI        |                     |    Mackin     |
           | (Purchased 410 |                     | (Purchased 100|
           |   shares for   |                     |   shares for  |
           |   $4,850,000)  |                     |    $700,000)  |
            ----------------                      -----------------






On March 15, 1999, CKB sold to Media Partners International ("MPI") and Mackin
Investments, LLC, ("Mackin") 510 shares of its common stock for an aggregate
purchase price of $5,550,000.

                                        7
<PAGE>

                                   Exhibit B
                                 March 25,2000

                                       / \
                                      /   \
                                     /     \
                                    /       \
                                   /         \
                                  /           \
                                 /             \
                                /               \
                               /                 \
                   /----------/   James DiLorenzo \
                  /          /     (Transferred    \
20%              /          /  60.5 shares for 20%  \
                /          /        of rights)       \
               /           --------------------------
              /                             \                  60.5 treasury
             /                               \                    shares
            /                                 \
           /                                  ----------------------------
          /                                  |                           |
    ------------------                       |          CKB              |
   | CKB Intellectual |                      | 1,000 shares authorized   |
   | Property Rights  | ---------------------| Cedrick Kushner 530 shares|
   |  (zero book value|                      |James DiLorenzo 125 shares |
    ------------------                       ----------------------------
          /    /                                 /               \
         /    /             410 treasury        /                 \ 100 treasury
        /    /                 shares          /                   \   shares
       /    /                                 /                     \
      /    /                                 /                       \
     /    /        64%                    --------------           -----------
    /     \                              |              |         |            |
   /       \                             |     MPI      |         |   Mackin   |
  /         \                            | (Transfered  |         | (Transfered|
 |           \                           |410 shares for|         |  100 shares|
 |            -------------------------- |64% of rights)|         |     16%)   |
 |                                       |              |         |            |
 |                                        -------------            -----------
 |                                                                       /
  -----------------------------------------------------------------------

                  16%


On March 25, 2000, CKP repurchases the 510 shares of its common stock for 80% of
current and future intellectual property rights owned by CKB. In addition, CKB
transferred the remaining 20% of the intellectual property rights to Jim
DiLorenzo in exchange for 60.5 shares of CKB.

                                        8
<PAGE>
                                   Exhibit C
                                 March 25, 2000

                                 --------------
                                /              \
                               /                \
                              /                  \
                             /     Livingston     \
                            /Transferred 5% of MPI \
                            \ o/s stock for 64% of /
                             \      rights)       /           Shares
                            / \                  /\          totaling 5%
                           /   \                /  \           of MPI
                          /     ----------------    \       outstanding
                         /                           \         shares
                        /                             \
                       /                               ------------------------
                      /                                |                       |
                     /                                 |        MPI            |
        ------------------                             |  (Transferred 64% of  |
       |   Intellectual   |                            |  rights to Livingston |
       |  Property Rights |  --------------------------|  for MPI o/s shares   |
       |       (64%)      |                            |   totaling 5% of total|
        ------------------                             |      outstanding)     |
                                                       |                       |
                                                       ------------------------



On March 25, 2000, MPI repurchased 5% of its common stock from Livingston Group,
LLC in exchange for 64% interest in the intellectual property rights of CKB.

                                        9
<PAGE>
                                   Exhibit D
                                 March 25, 2000
<TABLE>
<CAPTION>


<S>                                     <C>                                               <C>

      --------------------
     /                    \
    /                      \
   /                        \                   /  \
  /                          \                 /    \
 /                            \               /      \
/                              \             /        \
\        Livingston            /            /          \                               -------------
 \                            /            /            \                             |             |
  \                          /            /              \                            |   Mackin    |
   \                        /            / James DiLorenzo\                           | (Transfered |
    \                      /            /                  \                          | 100 shares  |
     \                    /            /                    \                         |    16%)     |
      \                  /            /                      \                        |             |
       -----------------   \     64%| ------------------------                        ------------
            \               \       |             \                             16%     /       /
             \               \      |             \          20%                      /       /
              \               \     |              \                                 /       /
               \               \    |               \                               /       /
                \               \   |                \                             /       /
                 \               \  |                 \                           /       /
                  \               \ |                  \                         /       /
                   \               \|                   \                       /       /
                    \               \                    \                     /       /
                     \              |\                    \                   /       /
                      \             | \                    \                 /       /
                       \  2,000,000 |  \                    \               /       /
                        \ shares    |   \                    \             /       /
                         \  (20%)   |    \                    \           /       /
                          \         |    ---------------------------------       /
                           \        |    |    Intellectual               |      /
                            \       |    |   Property Rights             |     /
                             \      |    |   Livingston - 64%            |    /
                              \     |    |  James DiLorenzo - 20%        |   / 1,600,000 shares
                               \    |    |       Mackin - 16%            |  /    (16%)
          6,400,000 shares      \   |    --------------------------------- /
                    (64%)        \  | 100% of         |                   /
                                  \ | Rights          |                  /
                                   --------------------------------------
                                   |             Big Content            |
                                   |          (issued 10,000,000        |
                                   |         Shares to acquire 100%     |
                                   |              of rights)            |
                                   --------------------------------------
</TABLE>
On March 25, 2000, Big Content, Inc., ("Big Content") issued an aggregate of
10,000,000 shares of its common stock to James DiLorenzo, Livingston and Mackin
for 100% of their interests in the intellectual property rights of CKB.


                                       10
<PAGE>
                                   Exhibit E
                                 March 14, 2000


                             ---------------------
                             |                   |
                             |    Big Content    |
                             | (10,000,000 shares|
                             |    outstanding)   |
                             |                   |
                             ---------------------
                                    |
                                    |
                                    |           Big Content exchanged all of its
                                    |           10,000,000 outstading shares for
                                    |           30 shares of CKB, a 10% Senior
                                    |           Promissory Note for $1,000,000
                                    |           and $50,000 cash
                                    |
                                    |
                       -----------------------------------
                       |              CKB                 |
                       | 1,000 Shares authorized and o/s  |
                       |   Cedric Kushner 365 shares      |
                       |   James DiLorenzo 64.5 shares    |
                       |     570.5 treasury shares        |
                       |                                  |
                       ------------------------------------

On March 15, 2002, CKB acquired Big Content in exchange for cash, shares of its
common stock and a convertible note.



                                       11
<PAGE>
Parties To The CKB Merger

Zenascent, Inc.

We were incorporated  under the laws of the State of Delaware as Hippo,  Inc., a
golf equipment and apparel manufacturer, in February 1996. From July 1997 to May
1998,  we  manufactured,  marketed and  distributed  the HiPPO(R)  brand of golf
equipment  in the United  States and Canada,  pursuant to a licensing  agreement
with Hippo Holdings, Ltd. In January 1998, we changed our name to Outlook Sports
Technology,  Inc.  to reflect a greater  focus on sports  product  research  and
development  operations.  In the first three months of the year 2000, we changed
our management team and business mission. After a brief restructuring period, in
January 2000 we appointed Adam Goldberg as our President and Steven Angel as our
Executive Vice President and Secretary.  In fiscal year 2000, in accordance with
our redefined business model, we commenced  operations as an Internet technology
and e-commerce  incubator.  In connection with this change in business focus, we
changed our name to Fusion Fund,  Inc. In December  2000,  we again  changed our
name to Zenascent,  Inc. On or about  February 2, 2001,  our stock began trading
on the "OTC:BB" under the symbol "ZENA."

From December 2000 through April 30, 2002, we were a non-operating  public shell
corporation  with  nominal  assets.  As a result of the CKB  Merger,  CKB is our
wholly-owned subsidiary and we operate solely as a holding company.

Our principal  executive  offices are located at 1414 Avenue of Americas,  Suite
406, New York, New York 10019 and our telephone number is (212) 755-1944.

Cedric Kushner Boxing, Inc.

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

Cedric Kushner Promotions, Ltd.

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

Cedric Kushner Sports Network, Ltd.

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

Big Content

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

     o    "Heavyweight  Explosion":  This monthly  series,  which  originated in
          1994, is one of the most successful boxing  programming  franchises in
          the  world.  The series is the anchor  program of  Eurosport's  boxing
          schedule and is seen in over 100 countries each month.  It also serves
          as CKP's "farm system" for identifying and securing relationships with
          emerging  boxing  prospects  and has been the force behind many of the
          current top 20 heavyweights.

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

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.

CKB's  principal  executive  offices and telephone  number are the same as those
provided above for the Company.

                                       12
<PAGE>
Zenascent Newco Inc.

Zenascent  Newco Inc.  ("ZNI"),  a wholly-owned  subsidiary of the Company,  was
formed  solely for the  purpose of  effecting  the CKB Merger and  undertook  no
activities except in connection with that transaction.  The corporate  existence
of ZNI ended when it was merged with and into CKB.


Background of the CKB Merger

In the  first  quarter  of  2000,  we began to wind  down  our  operations  as a
manufacturer  of golf apparel and equipment and redefined our business  model to
operate as an Internet and e-commerce  incubator.  In February 2000, in order to
implement  this new  approach  (and  following  the  resignations  of our senior
management  personnel  the prior  month),  we  appointed  Adam  Goldberg  as our
President  and  Chairman  of the  Board of  Directors  and  Steven  Angel as our
Executive Vice President and Secretary.  On January 14, 2000,  Messrs.  Goldberg
and Angel also became the sole members of our Board of Directors.

The Company was ultimately  unable to execute its internet  incubator  strategy.
Despite  concerted  efforts by Messrs.  Goldberg  and Angel,  we were  unable to
secure financing to conduct our operations.  Due in a large measure to this lack
of funding,  we were able to secure only one  internet  incubation  client.  The
Company  also   suffered  from  adverse   developments   in  the  financial  and
internet-related  sectors  during 2000,  including a collapse in  valuations  of
Internet-related  companies,  a sharp  cutback  in the  availability  of venture
capital financing (which we were relying on as our primary funding source) and a
general  loss of  confidence  in the  incubator  model as a means  of  nurturing
early-stage  companies.  In light of all of these  factors,  we decided,  in the
fourth quarter of 2000, to curtail our activities as an internet incubator.

Following our decision to wind down our internet incubator operations, our Board
of  Directors  had several  meetings in order to  determine  whether the Company
should continue its existence and, if so, what its mode of operations should be.
After  considering  a number  of  alternatives,  the Board  determined  that the
Company's strongest asset was its status as a public reporting company under the
Exchange Act, a potentially  valuable  commodity  given the heightened  interest
among "microcap"  private companies in accessing the public  securities  markets
through mergers with public "shell" companies that had ceased active operations.
The  Board  of  Directors  also  determined  that  engaging  in  these  types of
transactions  with suitable  private  companies  was likely to generate  greater
stockholder   value  than  simply   dissolving  and   liquidating  the  Company.
Accordingly,  in the  fourth  quarter of 2000,  we began to search for  suitable
private companies with which to engage in such transactions.

In November 2000, Mr. Angel held preliminary  discussions with senior management
of CKB regarding the  possibility  of a merger  between the  companies.  CKB was
unique among the potential  merger  candidates that we considered in that it had
an established reputation as a boxing promoter. This contrasted sharply with the
unproven technologies and/or business models of the other companies with whom we
had  discussions.  Based  upon  these  considerations,  our  Board of  Directors
determined  that CKB was an  attractive  merger  candidate  for the  Company and
authorized  Messrs.  Goldberg  and  Angel  to  initiate  negotiations  with  CKB
regarding such a transaction.

In December 2000,  negotiations between CKB and Messrs. Goldberg and Angel began
in  earnest  over  matters  such  as  the   structure  of  the  merger  and  the
consideration  to be provided.  On February 15, 2001,  CKB presented the Company
with a letter  of  intent  describing  the  proposed  acquisition  of CKB by the
Company in  exchange  for  approximately  65%  ownership  of the  Company  and a
monetary  sum  to be  determined.  Preliminary  due  diligence  by  the  parties
followed,  and the  parties  decided  to pursue a pure  stock-for-stock  merger.
Initial drafts of a merger  agreement were circulated  beginning in May 2001 and
the parties began a prolonged period of negotiation  concerning the transaction.
These  negotiations  culminated in July 2001 with a draft  agreement  (the "July
Draft")  providing  for the merger of a  wholly-owned  subsidiary of the Company
with and  into  CKB,  as a  result  of which  CKB  would  become a  wholly-owned
subsidiary of the Company.  The CKB Merger was to be effected by the exchange of
all  outstanding CKB stock in exchange for a new class of preferred stock of the
Company  convertible into  approximately 65% of the Company's  post-merger share
capital and a warrant to acquire 7,000,000 shares of Common Stock at an exercise
price of $0.40 per share.  The July Draft  contemplated  the  resignation of our
Board of  Directors  following  the  consummation  of the CKB  Merger  and their
replacement  with a 5-person board,  four of whom would be designated by the CKB
stockholders and one of whom would be designated by our existing Board. The July
Draft also provided that, following the consummation of the CKB Merger, we would
seek stockholder approval to increase our authorized Common Stock to 100,000,000
shares,  in part to provide for sufficient Common Stock to effect the conversion
of the preferred stock to be issued to the CKB stockholders.

                                       13
<PAGE>
The July Draft  contained  a number of  conditions  to the  consummation  of the
merger, most significantly: (i) the consummation by the Company of two rounds of
private  financing  pursuant to which the Company  would issue  Common Stock for
aggregate proceeds of not less than $2,500,000 and (ii) the Company's  provision
to CKP of a  $575,000  bridge  loan out of the  proceeds  of the  aforementioned
financing.

Our Board of Directors met on July 12, 2001 to review and discuss the July Draft
and the proposed merger in general.  The Company's entry into a merger agreement
in  substantially  the form of the July Draft  (together with such amendments as
Messrs.  Goldberg or Angel determined to be necessary or advisable) was approved
at this meeting.  A merger agreement in substantially the form of the July Draft
(including all subsequent  amendments,  the "CKB Merger Agreement") was executed
on August 2, 2001.

After further  discussion and continued due  diligence,  the parties agreed that
the  Company  had  been   undervalued   relative  to  CKB  in  arriving  at  the
consideration  to be given the CKB  stockholders  in connection with the merger.
Accordingly,  the parties  agreed to amend the CKB Merger  Agreement  to provide
that the  outstanding  capital  stock of CKB would be exchanged for a mixture of
Common Stock and a new class of convertible  preferred  stock  representing  the
equivalent of 17,200,000  shares of Common Stock.  This  consideration  would be
supplemented  by  additional  shares  of Common  Stock in the  event we  reached
certain revenue goals for 2002 and 2003, so that the total consideration  issued
to  the  CKB   stockholders  in  respect  of  the  CKB  Merger  would  represent
approximately  65% of the Company's  post-merger  share capital  (assuming  such
revenue goals were attained). An additional condition to the consummation of the
CKB  Merger  was also  incorporated  into the Merger  Agreement,  namely,  CKB's
consummation of a merger with Big Content,  which was a separate entity that was
formed in March 2000 to hold  certain  media  rights  related to boxing  matches
promoted by CKB.

Big  Content  was seen as an  attractive  strategic  fit with CKB because of the
potential  synergies  between CKB's boxing promotion  business and Big Content's
boxing-related  media  properties and  programming.  It was also agreed that the
amount of the  pre-merger  bridge loan to be made by the Company to CKP would be
increased  to  $652,500.  The  amended  CKB Merger  Agreement  was signed by the
parties on September 17, 2001.

The parties due diligence  investigations continued through the third and fourth
quarters of 2001.  At this time,  CKB began  negotiations  with Big Content,  in
which Mr.  DiLorenzo  was an  investor,  concerning  a merger or other  business
combination between the two companies.  While negotiations commenced between CKB
and  Big  Content  concerning  these  matters,   there  was  a  pause  in  CKB's
negotiations with the Company.

In early 2002,  CKB and Big Content  reached an  agreement  in  principle on the
general terms of a merger  transaction  between them. In February  2002, we held
discussions with CKB and the stockholders of Big Content and agreed to amend and
restate  the  CKB  Merger  Agreement  to  take  into  account  the  added  value
represented by the Big Content  transaction.  On February 1, 2002, CKB presented
us with a draft of an amended and restated CKB Merger  Agreement  (the "February
Draft")  providing for the exchange of the outstanding  capital stock of CKB for
two new classes of convertible  preferred stock, Series B Preferred Stock, to be
issued to the existing CKB  stockholders,  and Series C Preferred  Stock,  to be
issued  to the Big  Content  stockholders  who  would  become  CKB  stockholders
following  the merger  between  CKB and Big  Content.  In  addition,  Livingston
Investments,  LLC, a Florida limited  liability  company  ("Livingston"),  a Big
Content stockholder, would receive warrant to acquire 1,000,000 shares of Common
Stock at an exercise price equal to the average  closing bid price of the Common
Stock over the 10 trading days immediately preceding the closing date of the CKB
Merger.  Taken together,  this  consideration  would represent almost 75% of the
aggregate  voting  power of our  outstanding  capital  stock.  The nature of the
securities issued by us as consideration for the CKB Merger,  and the allocation
of this  consideration  among the CKB  stockholders,  is summarized  below under
"Merger Consideration."

By this time the Company had raised  approximately  $1,140,000 in private equity
financing  through the issuance of convertible  notes and Common Stock warrants.
Of this  amount,  approximately  $800,000 was loaned to CKP in the form of Notes
issued by CKP (the "CKP Notes"). Between the third quarter of 2001 and the first
quarter  of  2002,  CKP had also  succeeded  in  directly  placing  $595,000  of
convertible  debt and Common Stock warrants  (which were to be satisfied via the
issuance of Company  securities  following  the CKB  Merger).  In light of these
developments,  the February  Draft revised the conditions to the CKB Merger that
we secure  additional  financing and provide bridge  financing to CKP to provide
that the  transaction  would be conditioned  on our providing a $300,000  bridge
loan to CKP  immediately  following  the signing of the amended and restated CKB
Merger  Agreement.  The February Draft also provided that in the event we failed
to secure $500,000 in additional private financing  subsequent to the CKB Merger
through  the  issuance  of  Common  Stock,  convertible  notes or  Common  Stock
warrants,  we would issue to the former CKB  stockholders  a total of 19,500,000
additional  shares of Common Stock (or  preferred  stock  convertible  into such
number of shares of Common Stock).  This latter  provision was waived by Messrs.
Kushner and DiLorenzo and they will receive no such additional Common Stock.


                                       14
<PAGE>
Our Board of  Directors  met on  February  15,  2002 to review and  discuss  the
February  Draft,  and the  Company's  entry into an amended and restated  merger
agreement in  substantially  the form of the February Draft  (together with such
amendments as Messrs. Goldberg or Angel determined to be necessary or advisable)
was approved at this meeting.  The amended and restated CKB Merger Agreement was
executed on February 21, 2002.

Reasons for Approval by the Board of Directors

Our  Board of  Directors  gave  careful  consideration  to the CKB  Merger,  the
existing  business,  operations and future potential of CKB, the interest of our
stockholders,  and the  risks of the CKB  Merger to our  existing  stockholders.
Based on the  foregoing  considerations,  the Board of  Directors  believed  the
transactions  contemplated by the CKB Merger Agreement were fair and in our best
interests.

Merger Consideration

Exchange of CKB Stock

At the  effective  time of the CKB  Merger,  all of the issued  and  outstanding
shares of common stock, par value $0.01 per share, of CKB (the "CKB Stock") were
cancelled and the holders  thereof were issued  securities  convertible  into or
exercisable  for Common  Stock.  In  particular,  upon  consummation  of the CKB
Merger,  (i) the 365 shares of CKB Stock held by Cedric  Kushner were  cancelled
and Mr. Kushner was issued  339,788.66 newly issued shares of Series B Preferred
Stock,  which are  convertible  into an  aggregate of  33,978,866  shares of our
Common  Stock,  (ii) the 70.5  shares of CKB Stock  held by Mr.  DiLorenzo  were
cancelled and Mr.  DiLorenzo was issued  59,962.71  shares of Series B Preferred
Stock and 5,584.42  shares of Series C Preferred  Stock,  which are  convertible
into an  aggregate  of  6,554,713  shares of our  Common  Stock and (iii) the 24
shares of CKB Stock which were issued to Livingston Investments,  LLC, a Florida
limited  liability company  ("Livingston")  upon consummation of the Big Content
Merger Agreement (as defined in the section entitled "The CKB Merger Agreement -
Merger with Big Content") were cancelled, and Livingston was issued a warrant to
purchase  1,000,000  shares of Common  Stock at an exercise  price of $1.24 (the
average  closing  bid  price  of the  Common  Stock  over  the 10  trading  days
immediately  preceding  the  closing  date of the CKB Merger)  (the  "Livingston
Warrant")  and  22,337.68  shares  of  Series  C  Preferred  Stock,   which  are
convertible  into  an  aggregate  of  2,233,768  shares  of  Common  Stock.  The
Livingston  Warrant was  subsequently  revised to cover 500,000 shares of Common
Stock at an exercise price of $0.62.


The Series B Preferred Stock

The rights, preferences and designations of our Series B Preferred Stock are set
forth in the  Certificate  of  Designation,  Preferences  and Rights of Series B
Convertible Preferred Stock, as the same was amended pursuant to the Certificate
of Amendment of the Series B Certificate  of  Designation,  which was filed with
the  Secretary  of State of Delaware  on October  16,  2002 (as so amended,  the
"Series B  Certificate  of  Designation").  Our Series B  Preferred  Stock ranks
senior to and has  priority  over our Common Stock and our Series A and Series D
Preferred  Stock, and on parity with our Series C Preferred Stock, in each case,
as to payment of dividends,  voting,  distributions of assets upon  liquidation,
dissolution or winding-up, whether voluntary or involuntary, or otherwise.

Pursuant to the terms of the Series B Certificate of Designation,  each share of
Series B  Preferred  Stock is  convertible,  at any  time at the  option  of the
holder, into 50 validly issued,  fully paid and non-assessable  shares of Common
Stock (prior to September 30, 2002,  these  securities were convertible into 100
shares of  Common  Stock;  see  "Recent  Developments  -  Amendment  of Series B
Preferred Stock and Issuance of Series D Preferred Stock" below). The holders of
Series B Preferred  Stock are entitled to an adjustment in this  conversion rate
upon  specified  events,  including  stock  splits,  stock  dividends,  mergers,
consolidations, exchange of shares, recapitalizations or reorganizations.

The Series B Preferred  Stock has full voting rights,  with the holders  thereof
voting with the holders of Common Stock as a single class on an  as-converted to
Common Stock basis.  Accordingly,  each outstanding  share of Series B Preferred
Stock has the voting power of 50 shares of Common Stock.  Moreover,  without the
consent of the holders of at least a majority of the then outstanding  shares of
our Series B Preferred Stock voting as a class, we cannot:

     o    alter or change the rights, preferences,  privileges,  restrictions or
          conditions of the Series B Preferred Stock;

     o    do any act or thing to reclassify any  outstanding  class or series of
          capital  stock of the Company into a class or series of capital  stock
          having  preferences or priority as to dividends or assets senior to or
          on parity with the Series B Preferred Stock;

                                       15
<PAGE>

     o    alter or amend the Company's certificate of incorporation;

     o    merge or consolidate  with one or more  corporations  in a transaction
          pursuant to which the  stockholders  of the  Company  hold less than a
          majority of the voting power of the surviving corporation;

     o    sell all or substantially all of the Company's assets;

     o    voluntarily liquidate or dissolve the Company;

     o    declare or pay a dividend  (other  than a dividend  payable  solely in
          shares  of  Common  Stock)  on the  Common  Stock or other  securities
          ranking  junior to the Series B  Preferred  Stock with  respect to the
          payment of dividends;

     o    increase or decrease  the size of the  authorized  number of shares of
          the Series B Preferred Stock; or

     o    create any new class of securities having  preferences senior to or on
          parity with the Series B Preferred Stock.


Upon a liquidation,  dissolution or winding-up of our company  (including a sale
of all or substantially  all of our assets or our merger or  consolidation  with
another  company  in which we are not the  surviving  entity  and as a result of
which our  stockholders  own less than 50% of the voting power in the  surviving
entity),  holders of our Series B Preferred Stock are entitled to receive, prior
to any distribution to the holders of any of our other equity  securities (other
than Series C Preferred  Stock) and on parity with the Series C Preferred Stock,
an  aggregate  amount  equal to the sum of (i)  $2,430,000  and (ii) any due but
unpaid dividends on the Series B Preferred Stock.

The holders of the Series B Preferred  Stock are,  under certain  circumstances,
entitled to receive cumulative  dividends per share at the rate of eight percent
(8%) per annum of the per share  liquidation  preference of  approximately  $12,
which will  accrue  daily from the date of  issuance  of the Series B  Preferred
Stock, and which will be compounded quarterly.

The Series B Preferred Stock may not be redeemed.


The Series C Preferred Stock

The rights, preferences and designations of our Series C Preferred Stock are set
forth in the  Certificate  of  Designation,  Preferences  and Rights of Series C
Convertible  Redeemable  Preferred Stock,  which was filed with the Secretary of
State of Delaware on April 29, 2002 (the "Series C Certificate of Designation").
Our Series C Preferred  Stock ranks senior to and has  priority  over our Common
Stock and our  Series A and Series D  Preferred  Stock,  and on parity  with our
Series B Preferred  Stock,  in each case,  as to payment of  dividends,  voting,
distributions  of assets upon  liquidation,  dissolution or winding-up,  whether
voluntary or involuntary, or otherwise.

Fifty percent of the outstanding  shares of the Series C Preferred Stock are, by
their terms,  each  convertible at any time into 100 validly issued,  fully paid
and non-assessable  shares of Common Stock (with the remainder of such shares of
Series C Preferred Stock being  convertible  into Common Stock on or after April
29, 2005). The holders of Series C Preferred Stock are entitled to an adjustment
in this conversion  rate upon specified  events,  including stock splits,  stock
dividends,  mergers,  consolidations,  exchange of shares,  recapitalizations or
reorganizations.

The Series C Preferred  Stock has full voting rights,  with the holders  thereof
voting with the holders of Common Stock as a single class on an  as-converted to
Common Stock basis.  Accordingly,  each outstanding  share of Series C Preferred
Stock has the voting power of 100 shares of Common Stock. Moreover,  without the
consent of the holders of at least a majority of the then outstanding  shares of
our Series C Preferred Stock voting as a class, we cannot:

                                       16
<PAGE>

     o    alter or change the rights, preferences,  privileges,  restrictions or
          conditions of the Series C Preferred Stock;

     o    do any act or thing to reclassify any  outstanding  class or series of
          capital  stock of the Company into a class or series of capital  stock
          having  preferences or priority as to dividends or assets senior to or
          on parity with the Series C Preferred Stock;

     o    alter or amend the Company's certificate of incorporation;

     o    declare or pay a dividend  (other  than a dividend  payable  solely in
          shares  of  Common  Stock)  on the  Common  Stock or other  securities
          ranking  junior to the Series C  Preferred  Stock with  respect to the
          payment of dividends; or

     o    increase or decrease  the size of the  authorized  number of shares of
          the Series C Preferred Stock.

Upon a liquidation, dissolution or winding-up of our company (including a sale
of all or substantially all of our assets or our merger or consolidation with
another company in which we are not the surviving entity and as a result of
which our stockholders own less than 50% of the voting power in the surviving
entity), holders of our Series C Preferred Stock are entitled to receive, prior
to any distribution to the holders of any of our other equity securities (other
than Series B Preferred Stock) and on parity with the Series B Preferred Stock,
an aggregate amount equal to the sum of (i) $4,500,000 and (ii) any due but
unpaid dividends on the Series C Preferred Stock.

The  holders  of the  Series C  Preferred  Stock  shall be  entitled  to receive
dividends, on an as-converted basis, at any time dividends are declared and paid
on our Common Stock or our Series B Preferred Stock.

We may  redeem  any or all of the  Series C  Preferred  Stock  for the per share
liquidation  preference of  approximately  $161 times the number of shares to be
redeemed upon thirty (30) days prior written notice to the holder(s) thereof.


                                       17
<PAGE>


The Series D Preferred Stock

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

The Livingston Warrant

The Livingston Warrant,  which expires on April 30, 2007, entitles Livingston to
purchase an  aggregate  of 500,000  shares of our Common Stock at any time for a
per share exercise  price equal to $0.62,  subject to adjustment in the event of
stock dividends, split-ups, recapitalizations,  reclassifications,  combinations
or exchanges of shares, separations, reorganizations,  liquidations, or the like
(for comparative  purposes,  note that the closing bid price of our Common Stock
on October 25,  2002 was $0.83).  Pursuant  to the  Livingston  Warrant,  we are
obligated  to  use  our  reasonable  best  efforts  to (i)  file a  registration
statement with the Commission  within 45 days after the Annual Meeting  covering
the sale of the Common Stock for which the  Livingston  Warrant may be exercised
and (ii) to have such registration  statement declared effective within 150 days
following  the Annual  Meeting.  The  Livingston  Warrant  also has a  "cashless
exercise" feature.

Certain Restrictions on Exercise and Conversion

As discussed  above,  all of the outstanding  shares of Series B Preferred Stock
and 50% of the outstanding  shares of the Series C Preferred Stock, are by their
terms,  convertible  at any time into Common  Stock (with the  remainder of such
shares of Series C Preferred  Stock being  convertible  into Common  Stock on or
after April 29, 2005). The Livingston Warrant is, by its terms, also exercisable
at any time for Common  Stock.  However,  each of the  holders of the  Preferred
Stock and the Livingston  Warrant have entered into separate  letter  agreements
with the Company pursuant to which they agreed that they would not convert their
Preferred  Stock into Common  Stock,  or exercise  the  Livingston  Warrant,  as
applicable,  until our  certificate  of  incorporation  has been duly amended to
provide for the  authorization of a sufficient  number of shares of Common Stock
to allow for the conversion of all outstanding  Preferred  Stock, as well as all
other  securities  convertible  into,  or  exercisable  for,  Common  Stock (for
purposes of this  paragraph,  the  "Amendment").  In  addition,  Livingston  has
further  agreed that (i) it shall not convert its Series C Preferred  Stock into
Common  Stock  until the later of (a) April 25,  2003 and (b) until such time as
the  Amendment  has  become   effective   following  its  due  approval  by  the
stockholders  of the  Company,  and (ii) it shall not  exercise  the  Livingston
Warrant until the later of (a) September 25, 2002 and (b) until such time as the
Amendment has become effective following its due approval by the stockholders of
the Company.

Interests of Certain Persons in the CKB Merger

In considering the recommendation of your Board of Directors with respect to the
CKB Merger,  you should be aware that, as described  below,  several  members of
your Board of Directors and our management  team had interests in the CKB Merger
that are  different  from  your  interests  as a  stockholder,  and that  create
potential conflicts of interest.

Pursuant  to the terms of the CKB  Merger  Agreement,  we  entered  into  letter
agreements with each of Steven Angel and Adam Goldberg with respect to severance
packages to be issued to each of Messrs.  Angel and Goldberg in consideration of
their efforts in structuring and negotiating  the  transactions  contemplated by
the CKB  Merger  Agreement.  More  specifically,  pursuant  to the  terms of Mr.
Goldberg's  severance  letter,  dated April 24, 2002, the Company granted to Mr.
Goldberg a non-qualified  option to purchase forty-nine thousand (49,000) shares
of our Common  Stock.  This  option was issued  pursuant to the terms of a grant
certificate,  which included the following terms and provisions:

     (a)  all of the shares  underlying  the option  will vest on  February  21,
          2003;

     (b)  the exercise price for the shares underlying the option is $1.43;  and

     (c)  the shares underlying the option will be unregistered with "piggyback"
          registration rights and a cashless exercise provision.

                                       18
<PAGE>
Pursuant to the terms of Mr. Angel's severance letter, dated April 24, 2002, the
Company  granted to Mr.  Angel a  non-qualified  option to purchase  one hundred
thousand  (100,000) shares of our Common Stock.  This option was issued pursuant
to the terms of a grant  certificate,  which  included the  following  terms and
provisions:  (a) all of the shares  underlying  the option will vest on February
21, 2003, (b) the exercise price for the shares  underlying the option is $1.43,
and (c) the shares  underlying the option will be unregistered  with "piggyback"
registration rights and will contain a cashless exercise provision. In addition,
we agreed to pay Mr. Angel a severance  payment of  one-hundred  forty  thousand
dollars ($140,000). The first seventy-thousand dollars ($70,000) of this payment
will be made from the first $500,000 in financing (the  "Subsequent  Financing")
raised by the Company following the Second Acquiror Financing (as defined in the
CKB Merger Agreement) and the balance of the payments will be made from the next
$70,000 in financing raised by the Company after the Subsequent Financing.

Pursuant to the terms of the CKB Merger Agreement,  for a period of at least one
year following the effective time of the CKB Merger, Steven Angel was designated
to serve as our "Continuing Director." As discussed below under the Section "The
CKB Merger Agreement - Indemnification," all decisions to be made by the Company
pursuant to Article 7 of the CKB Merger Agreement will be made by the Continuing
Director.

No Dissenters' Rights

We are  incorporated  under and  governed by the laws of the State of  Delaware.
Under Delaware law, no appraisal rights are available for any shares of stock of
the constituent corporation surviving a merger if the merger did not require the
vote of the  stockholders of the surviving  corporation for its approval.  Since
the  CKB  Merger  did  not  require  the  approval  of  our  stockholders,   our
stockholders do not have any dissenters' rights,  rights of appraisal or similar
rights to receive a judicial valuation of their Company stock in connection with
the CKB Merger.

Accounting Treatment

The CKB Merger has been treated for accounting  purposes as a so-called "reverse
acquisition"  whereby CKB is deemed to have  acquired us, with this  acquisition
being accounted for using the purchase method.  CKB is deemed to be the acquirer
due to the fact that, as a result of the CKB Merger, the stockholders of CKB own
a majority of the  aggregate  voting power of our capital stock and thus control
the Company.

Material Federal Income Tax Consequences

The  following  discussion  summarizes  the  material  U.S.  federal  income tax
consequences of the CKB Merger for the Company and its stockholders  (other than
the former  stockholders  of CKB).  This  discussion does not address all of the
federal income tax  consequences  that may be important to our  stockholders  in
light of their particular  circumstances;  nor does this discussion  address the
federal income tax consequences  that may be applicable to taxpayers  subject to
special  treatment  under the  Internal  Revenue  Code of 1986,  as amended (the
"Code"), such as: o insurance companies; o financial institutions;  o dealers in
securities;  o traders  in  securities  that  elect a mark to  market  method of
accounting; o tax-exempt organizations;  o stockholders who hold their shares as
a part of a hedge,  constructive sale, straddle,  or conversion  transaction;  o
stockholders  who  acquired  their  shares  through  the  exercise of options or
otherwise as  compensation  or through a  tax-qualified  retirement  plan; and o
foreign persons.

No  information  is provided  in this proxy  statement  with  respect to the tax
consequences,  if any, of the CKB Merger under applicable foreign, state, local,
and other tax laws. This discussion is based,  and the tax opinions  referred to
below  will be  based,  upon the  provisions  of the Code,  applicable  Treasury
Regulations, IRS rulings, and judicial decisions, as in effect as of the date of
this  proxy  statement.  There  can be no  assurance  that  future  legislative,
administrative,  or judicial  changes or  interpretations,  which  changes could
apply  retroactively,  will not affect the  accuracy of this  discussion  or the
statements or  conclusions  set forth in this  section.  No rulings have been or
will be sought from the IRS concerning the tax  consequences  of the CKB Merger,
and none of the tax  opinions of counsel to be received in  connection  with the
CKB Merger will be binding on the IRS.

The CKB Merger was  structured  with the intention that (i) it would qualify for
federal  income tax  purposes  as  reorganization  within the meaning of section
368(a) of the Code and (ii) the  Company,  CKB and ZNI would each be a "party to
the  reorganization"  within  the  meaning of  section  368(b) of the Code.  The
remainder  of  this   discussion   assumes  that  the  CKB  Merger   constitutes
reorganization  within the  meaning of section  368(a) of the  Internal  Revenue
Code.

We  encourage  our  stockholders  to  consult  their own tax  advisor  as to the
particular tax consequences to it of the CKB Merger, including the applicability
and effect of any  state,  local,  foreign or other tax laws,  and of changes in
applicable tax laws.

Based on the above assumptions and  qualifications,  neither the Company nor its
stockholders (other than the former stockholders of CKB) will recognize any gain
or loss as a result of the CKB Merger.

                                       19
<PAGE>
                            THE CKB MERGER AGREEMENT

The  following  summary of the  material  terms of the CKB Merger  Agreement  is
qualified in its entirety by  reference  to the CKB Merger  Agreement,  which is
incorporated  by  reference  in its  entirety and attached as Appendix A to this
proxy statement.  We urge you to read the CKB Merger Agreement  carefully and in
its entirety.


The CKB Merger

Pursuant to the terms of the CKB Merger Agreement,  on April 30, 2002 ZNI merged
with and into CKB, ZNI ceased to exist and CKB became a wholly-owned  subsidiary
of the Company.  The Company,  as the only  stockholder of CKB following the CKB
Merger,  has the sole power and  authority  to control  all  aspects of internal
corporate and business affairs of CKB following the CKB Merger.

Two of the most significant  conditions precedent to CKB's obligations under the
CKB Merger  Agreement  which were satisfied  prior to the CKB Merger were: (i) a
bridge loan of at least  $300,000 by the Company to CKP for a period of one year
and at an annual  interest  rate of ten  percent.  This was in  addition  to the
$225,000 already advanced by the Company to CKP (see "Certain  Relationships and
Related  Transactions  - CKP Notes"  under  Proposal  1 below) and the  $595,000
raised  directly  by  CKP),  and  (ii)  the  consummation  of  the  merger  of a
wholly-owned subsidiary of CKB with and into Big Content.


Effective Time of the CKB Merger

The CKB Merger was consummated and became  effective on April 30, 2002, the date
that a certificate of merger was filed with the Secretary of State of Delaware.


Treatment of CKB Securities

At the effective time of the CKB Merger each issued and outstanding share of CKB
Stock was cancelled and the holders thereof were issued  securities  convertible
into or exercisable for our Common Stock.

In particular, at the effective time of the CKB Merger,

     o    the 365 shares of CKB Stock held by Mr. Kushner were cancelled and Mr.
          Kushner  was  issued  339,788.66  newly  issued  shares  of  Series  B
          Preferred   Stock,   which  were  convertible  into  an  aggregate  of
          33,978,866  shares of our  Common  Stock  (as  described  above  under
          "Recent  Developments  -  Amendment  of Series B  Preferred  Stock and
          Issuance  of  Series  D  Preferred   Stock,"   these  shares  are  now
          convertible into only 16,989,433 shares of Common Stock);

     o    the 70.5 shares of CKB Stock held by James  DiLorenzo  were  cancelled
          and Mr.  DiLorenzo was issued  59,962.71  shares of Series B Preferred
          Stock  and  5,584.42  shares of Series C  Preferred  Stock,  which are
          convertible  into an aggregate of 6,554,713 shares of our Common Stock
          (as described above under "Recent Developments - Amendment of Series B
          Preferred  Stock and  Issuance  of Series D  Preferred  Stock,"  these
          shares  are now  convertible  into only  3,556,577.5  shares of Common
          Stock); and

     o    the 24 shares of CKB Stock  held by  Livingston  were  cancelled,  and
          Livingston  was issued  the  Livingston  Warrant to acquire  1,000,000
          shares of our  Common  Stock at an  exercise  price of $1.24 per share
          (this  warrant was  subsequently  amended to cover  500,000  shares of
          Common  Stock at an exercise  price of $0.62 per share) and  22,337.68
          shares of Series C  Preferred  Stock,  which are  convertible  into an
          aggregate of 2,233,768 shares of Common Stock.

As a result of these  exchanges of securities,  the former  stockholders  of CKB
became  the  holders  of  almost  78%  of  the  aggregate  voting  power  of our
outstanding  capital stock (Messrs.  Kushner and DiLorenzo currently hold almost
71% of the aggregate voting power of our outstanding capital stock).


Certificate of Incorporation and By-laws

Pursuant to the terms of the CKB Merger Agreement,  at the effective time of the
CKB  Merger,  the  certificate  of  incorporation  and by-laws of CKB became the
certificate of incorporation and bylaws of the Surviving Corporation.

                                       20
<PAGE>
Officers and Directors Following the CKB Merger

The CKB Merger Agreement provided that the current officers and directors of CKB
would continue as officers and directors of the Surviving  Corporation,  in each
case until their successors are duly elected,  appointed and qualified. Prior to
the  consummation  of the CKB Merger,  Adam Goldberg served as our President and
Treasurer and Steven Angel served as our Executive Vice President and Secretary.
Messrs.  Goldberg  and Angel  also  served as the sole  members  of our Board of
Directors.  Effective  upon the  consummation  of the CKB Merger,  Mr.  Goldberg
resigned as an officer and  director  of the Company and Steven  Angel  resigned
from his  positions as an officer of the  Company.  Pursuant to the terms of the
CKB Merger Agreement,  Mr. Angel continued to serve as a director of the Company
as the "Continuing  Director."  Immediately  prior to the  effectiveness  of Mr.
Goldberg's resignation as a member of the Company's Board of Directors,  Messrs.
Goldberg and Angel,  by unanimous  written  consent of the Board of Directors of
the Company,  (i) increased the size of our Board to up to five directors,  (ii)
appointed Messrs. Kushner and DiLorenzo,  the principal stockholders and members
of the Board of  Directors  of CKB, to fill  vacancies in our Board of Directors
and serve as the directors of the Company  until the next annual  meeting of our
stockholders, and (iii) elected Mr. Kushner to serve as President of the Company
and Mr. DiLorenzo to serve as Executive Vice President,  Secretary and Treasurer
of the Company  until,  as applicable,  their  successor in such office has been
duly elected and qualified.


Representations and Warranties

The CKB Merger Agreement  contains customary  representations  and warranties of
FCKB, CKP and Messrs.  Kushner and DiLorenzo (the "Stockholders"),  relating to,
among other things:

     o    the  corporate  organization  and  existence  of each of CKB and  CKP,
          including that each has been duly  incorporated,  is validly  existing
          and in good standing with the corporate power to carry on its business
          as  currently  conducted,  except  where the failure of the  foregoing
          would not have a material adverse effect;

     o    the authority of each of CKB, CKP and the  Stockholders to execute and
          deliver the CKB Merger Agreement;

     o    the adoption by CKB's board of directors of a resolution  adopting the
          CKB Merger Agreement and the transactions contemplated thereunder;

     o    the  capitalization of CKB and CKP, including the number of authorized
          shares of  capital  stock,  the  number of  shares  and the  number of
          options  and  warrant  shares  outstanding,  and the  number of shares
          reserved for issuance;

     o    the compliance of the CKB Merger  Agreement with CKB's  certificate of
          incorporation and bylaws, applicable laws, and material agreements;

     o    the  delivery of  financial  statements  to the Company by a specified
          date set forth therein;

     o    required  governmental  and  third-party  consents with respect to the
          leasehold premises occupied by CKP;

     o    absence of any pending or threatened suit,  action or proceeding which
          has not been  disclosed in the  schedules to the CKB Merger  Agreement
          and which,  if  determined  adversely,  would have a material  adverse
          effect;

     o    the  timely  filing  by each of CKB and CKP of  their  respective  tax
          returns, the lack of pending or threatened  proceedings,  deficiencies
          or audits with respect to taxes, and certain related tax matters;

     o    the absence of any "employee benefit plans" as defined in the Employee
          Retirement Income Security Act of 1974, as amended ("ERISA");

     o    each of CKB and CKP's  compliance  with applicable laws and possession
          of all permits,  licenses,  certificates and authorizations  which are
          material to the operation of its business;

     o    investment banking fees payable in connection with the transaction;

     o    the validity and enforceability of intellectual  property owned by CKB
          and CKP and the  absence  of  intellectual  property  infringement  or
          contests;

     o    the  validity  of and  absence  of  defaults  under  certain  material
          contracts and other agreements of CKB and CKP;

     o    compliance  with laws relating to employees or the workplace,  and the
          absence of material disputes with employees;


                                       21
<PAGE>
     o    valid  title  of each of CKB and CKP to all of the  personal  property
          reflected on its financial statements, free and clear of liens;

     o    compliance with  environmental  laws and the absence of  environmental
          liabilities;

     o    absence of any  material  adverse  changes or events  relating  to the
          business and properties of each of CKB and CKP, its capital stock,  or
          its accounting principles, practices or methods; and

     o    additional customary representations and warranties.

The CKB Merger Agreement also contains customary  representations and warranties
of the Company and ZNI relating to, among other things:

     o    the  corporate  organization  and existence of each of the Company and
          ZNI,  including  that  each has been  duly  incorporated,  is  validly
          existing and in good standing with the corporate power to carry on its
          business  as  currently  conducted,  except  where the  failure of the
          foregoing would not have a material adverse effect;

     o    the  authority  of each of the  Company and ZNI to execute and deliver
          the CKB Merger Agreement;

     o    the compliance of the CKB Merger  Agreement with CKB's  certificate of
          incorporation and bylaws, applicable laws, and material agreements;

     o    compliance  by the Company and ZNI with  applicable  provisions of any
          laws, statutes, ordinances or regulations,  except for such violations
          that would not cause a material adverse effect;

     o    the  adoption by the  Company's  board of  directors  of a  resolution
          adopting the CKB Merger  Agreement in  accordance  with Section 202 of
          the Delaware General Corporation Law;

     o    the  capitalization  of the Company and ZNI,  including  the number of
          authorized  shares of  capital  stock,  the  number of shares  and the
          number of options and warrant  shares  outstanding,  and the number of
          shares reserved for issuance;

     o    the delivery of financial statements to CKB and CKP;

     o    absence of any pending or threatened suit,  action or proceeding which
          has not been  disclosed in the  schedules to the CKB Merger  Agreement
          and which,  if  determined  adversely,  would have a material  adverse
          effect on the Company or ZNI;

     o    the  timely  filing by the  Company  of its tax  returns,  the lack of
          pending or threatened proceedings, deficiencies or audits with respect
          to taxes, and certain related tax matters;

     o    the absence of any "employee benefit plans" as defined in ERISA;

     o    the  filing of all  material  filings  required  to be filed  with the
          Commission since January 1, 2000;

     o    investment banking fees payable in connection with the transaction;

     o    the Company's total liabilities;

     o    severance payments to be made following the CKB Merger;

     o    financings  from  third-party  lenders  necessary  to complete the CKB
          Merger; and

     o    additional customary representations and warranties.

Post-Merger Financing

Pursuant to the terms of the CKB Merger Agreement,  the Company was obligated to
consummate a private placement of its securities (the  "Post-Merger  Financing")
to  raise  an  additional  $500,000  in net  proceeds  within  the  thirty  days
immediately  following  the  consummation  of the CKB Merger  (the  "Post-Merger
Financing  Amount").  The Company  concluded  the  Post-Merger  Financing  after
raising a total of $460,560.  The CKB Merger  Agreement  provided  that,  if the
Company did not raise the entire Post-Merger Financing Amount,  Messrs.  Kushner
and  DiLorenzo  would be  entitled  to receive  additional  shares of our Common
Stock. However, this provision has been waived by Messrs.  Kushner and DiLorenzo
and they will receive no such additional Common Stock. Actions Following the CKB
Merger

                                       22
<PAGE>
Actions Following the CKB Merger

Pursuant  to the terms of the CKB  Merger  Agreement,  we agreed to use our best
efforts to prepare, file and mail to our stockholders, a proxy statement seeking
approval of an amendment to our  certificate  of  incorporation  increasing  our
authorized number of shares of Common Stock to 100,000,000. The new stockholders
that own an  aggregate  75% of our Common  Stock  will be able to  approve  this
amendment.  The  former  or old  stockholders  will  in  actuality  not  have an
effective voice because the new stockholders own a majority of the Common Stock.

In addition,  we agreed to use our  reasonable  best efforts to prepare and file
with the Commission  within 45 days after the Annual Meeting,  and have declared
effective under the Securities Act within 150 days following the Annual Meeting,
a  registration  statement on Form SB-2 or such other form as is  appropriate in
order to register the re-offer  and  redistribution  of the shares of our Common
Stock with respect to which Company Stockholders have valid registration rights.

Continuing Indemnification of Officers and Directors

For a period of six years  following the effective date of the CKB Merger and to
the fullest extent  permitted under  applicable law,  customary  indemnification
will continue to be provided to the former directors,  officers or employees and
the Company.

Indemnification of the Parties

Each of the Company  and the  Stockholders  (as  applicable,  the  "Indemnitor")
agreed to indemnify, defend and hold harmless the other (each, the "Indemnitee")
from and against any and all claims  incurred by the Indemnitee  which arise out
of or result from a misrepresentation or breach of warranty contained in Article
4 of the CKB Merger  Agreement  or the  breach of any  covenant,  obligation  or
agreement  of and in respect of any  covenant,  obligation  or  agreement  of an
Indemnitor contained in the CKB Merger Agreement.  If the amount of the claim or
liability  is  disputed,  the  controversy  in question  shall be  submitted  to
arbitration  as  provided  for in the  CKB  Merger  Agreement.  The  CKB  Merger
Agreement also sets forth the methods for asserting claims for  indemnification,
whether they are third party  claims,  participation  claims or non-third  party
claims.  Finally,  the CKB Merger Agreement sets forth the method for satisfying
the  indemnification  claims and provides  that all  decisions to be made by the
Company pursuant to the  indemnification  provisions in the CKB Merger Agreement
shall be made by Steven Angel as the Continuing Director.


Merger with Big Content

One of the  significant  conditions  precedent  to the closing of the CKB Merger
Agreement  was CKB's  acquisition  of Big  Content by merger  (the "Big  Content
Merger").  On  March  15,  2002,  CKB  satisfied  this  condition  by  filing  a
certificate  of merger  with the  Secretary  of State of the State of  Delaware,
which  provided  for the merger of Big  Content  Acquisition  Corp.,  a Delaware
corporation  and a  wholly-owned  subsidiary  of CKB  ("BCA")  with and into Big
Content.  Following the filing of the certificate of merger, BCA ceased to exist
and Big Content, as the surviving  corporation of the Big Content Merger, became
a wholly-owned subsidiary of CKB.

In connection  with the  consummation  of the  transactions  contemplated by the
Agreement and Plan of Merger (the "Big Content Merger  Agreement"),  dated as of
March 8, 2002,  by and among Big  Content,  BCA,  CKB,  CKP,  Mackin  Charitable
Remainder  Trust,  a Florida trust  ("Mackin")  and  Livingston,  all issued and
outstanding  shares of common stock,  par value $0.01 per share,  of Big Content
(the "Big Content Stock") were cancelled and the holders thereof were issued the
following  consideration:  (i) the 6,400,000 shares of Big Content Stock held by
Livingston were cancelled and Livingston was issued 24 shares of CKB Stock; (ii)
the 2,000,000 shares of Big Content Stock held by James DiLorenzo were cancelled
and Mr.  DiLorenzo  was  issued 6 shares of CKB Stock;  and (iii) the  1,600,000
shares of Big Content Stock held by Mackin were  cancelled and Mackin was issued
a 10% Senior  Promissory  Note, in the original  principal amount of $1,000,000,
made by CKB to Mackin (the "Mackin Note"). The Mackin Note is secured by certain
intellectual property held by Big Content, including, among other things, a film
library consisting of approximately 1,200 hours of boxing programming on various
media.  Interest is payable  monthly and the principal is due on March 14, 2012.
As additional consideration,  on March 8, 2002, CKB made a payment to Livingston
in the amount of $50,000.

On March 15, 2002, Big Content,  Mackin and Livingston entered into a Pledge and
Security Agreement, pursuant to which Big Content agreed to pledge and assign to
Mackin and  Livingston  its property and assets as collateral to secure both its
obligations to pay  Livingston a weekly  consulting fee pursuant to the terms of
the  Livingston  Consulting  Agreement  (as  defined  below)  and  the  monetary
obligations of CKB to Mackin pursuant to the Mackin Note.  Pursuant to the terms
of the Big  Content  Merger  Agreement,  on April 30,  2002,  the  Company,  Big
Content,  CKP, CKB and Livingston also entered into a Consulting  Agreement (the

                                       23
<PAGE>
"Livingston  Consulting  Agreement")  (see  "Certain  Relationships  and Related
Transactions - Livingston  Consulting  Agreement"  under  Proposal 1 below).  In
addition,  in connection with the Big Content  Merger,  on the effective date of
the CKB Merger,  Mr.  Kushner,  Mr.  DiLorenzo  and  Livingston  entered  into a
Distribution and Purchase Agreement (the "DPA") (see "Certain  Relationships and
Related  Transactions - Distribution  and Purchase  Agreement"  under Proposal 1
below).

                                       24
<PAGE>
                               RECENT DEVELOPMENTS


In September 2004, the Company entered into a settlement agreement with National
Sports Partners, a New York general partnership ("NSP") and owner of Fox Sports
Net Broadcast Service ("FOX"), which had commenced legal action in the Supreme
Court of the State of California, County of Los Angeles, against the Company
whereby the Company and NSP agreed to an extended payout over time of the
principal amount of the lawsuit along with any accrued interest (please refer to
Proposal 1 - Legal Proceedings).


                                       25
<PAGE>
                                  RISK FACTORS


In  evaluating  our business,  prospective  investors  and  stockholders  should
carefully  consider the following risks. Any of the following risks could have a
material adverse impact on our business, operating results, financial condition,
and could result in a complete loss of your investment.


Investment Considerations and Risk Factors

The following factors should be carefully considered when evaluating the Company
and its stock.

Our independent accountants have raised substantial doubts regarding our ability
to continue as a going concern.

The Company  incurred net losses of $9,930,457 and $11,245,015  during the years
ended December 31, 2003 and 2002,  respectively.  In addition, the Company had a
working  capital  deficiency of $10,497,063  and $8,046,137 at December 31, 2003
and 2002, respectively.  Furthermore, the Company had a stockholders' deficiency
of $12,018,823 and $7,523,417 at December 31, 2003 and 2002, respectively. 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.

It is difficult to evaluate our business and prospects because we have a limited
operating history as a public company.

We were formed in February  1996,  and from December 2000 until we completed the
CKB Merger in April 2002, we were a public "shell"  corporation  which conducted
no meaningful business operations and had no revenue.  Accordingly,  our limited
operating  history,  particularly  as a  combined  company  with  CKB,  makes it
difficult  to evaluate  our current  business  and  prospects  or to  accurately
predict our future  revenues or results of operations.  Our future  revenues and
income potential are unproven as a public operating company.

Our operating  results may prove  unpredictable,  and our common stock price may
decrease or fluctuate significantly.

Our operating results are likely to fluctuate significantly in the future due to
a variety of  factors,  many of which are  outside of our  control.  Because our
operating  results are  difficult  to  predict,  in some  future  quarters,  our
operating  results may fall below the  expectations  of securities  analysts and
investors.  If this  happens,  the  trading  price of our common  stock may fall
significantly.  Factors that affect our quarterly and annual  operating  results
include, among other things, the following:

     o    our ability to establish and strengthen brand awareness;

     o    our success in promoting our boxers and boxing-related content;

     o    the amount and timing of costs  relating to our  marketing  efforts or
          other initiatives;

     o    our ability to enter into  favorable  contracts  with boxers,  content
          distributors, developers, and other parties;

     o    acquisition-related costs;

     o    our ability to compete in a highly competitive market; and

     o    the   economic   trends   specifically   affecting   the   sports  and
          entertainment  business, as well as general economic conditions in the
          markets we serve.


                                       26
<PAGE>
If we do not manage our growth  efficiently,  we may not be able to operate  our
business effectively.

We expect to expand our  operations as a result of the  consummation  of the CKB
Merger in 2002, and we will seek additional financing to fund such expansion. If
we expand our operations, we may strain our management,  operations, systems and
financial  resources.   To  manage  our  future  growth,  we  must  improve  and
effectively  utilize  our  existing  operational,   management,   marketing  and
financial systems,  successfully recruit, hire and manage personnel and maintain
close coordination among our boxers, technical,  finance,  marketing,  sales and
production staffs. We may need to hire additional  personnel in all areas of our
business  during 2004. In addition,  we may also need to improve our  accounting
systems, internal control procedures,  computer software and hardware systems in
order to operate our business more effectively and manage our expansion. We also
will need to manage an increasing number of complex  relationships  with boxers,
boxing talent,  strategic  partners,  advertisers  and other third parties.  Our
failure to  effectively  manage our growth  could  disrupt  our  operations  and
ultimately prevent us from generating the revenues we anticipate.

Many of our boxing agreements are short-term and we face the risk of losing them
to competitors with greater resources.

We believe  that our future  success  depends in large part upon our  ability to
maintain our existing relationships with boxers. Our agreements with many of our
boxers have a term of less than three years, and these boxers generally have the
option of electing whether or not to renew their contracts upon  expiration.  If
we become unable to provide valuable  services to our existing boxers,  or if we
otherwise fail to maintain good  relations  with such boxers,  they may elect to
terminate or fail to renew their  agreements with us. In addition,  if we cannot
provide  adequate  incentives for these boxers to remain with us, our efforts to
sign new boxers may be  impaired.  Furthermore,  historically,  when boxers have
achieved  substantial  commercial  success they have sought to  renegotiate  the
terms of their  agreements.  This may adversely affect our future  profitability
with respect to such boxers.

We are dependent on our boxers.

Our  success  depends,  in large  part,  upon our  ability to recruit and retain
athletic  talent.  We  cannot  assure  you that we will be able to  continue  to
identify and retain such talent in the future.  Additionally,  we cannot  assure
you that we will be able to retain  our  current  talent  when  their  contracts
expire.  Our failure to attract and retain key talent,  or a serious or untimely
injury  to, or the death  of,  any of our key  talent,  would  likely  lead to a
decline in the appeal of our events, which would adversely affect our ability to
generate revenues.

We partially depend upon our existing boxers to attract new boxers.

In order for us to sign new boxers, our principal existing boxers must remain
with us and sustain their success and popularity. Our business would be
adversely affected by:

     o    our  inability  to recruit new boxers with  commercial  promise and to
          enter into production and promotional agreements with them;

     o    the loss of talent and/or popularity of our existing boxers;

     o    increased competition to maintain relationships with existing boxers;

     o    non-renewals of current agreements with existing boxers; and

     o    poor performance or negative publicity of existing boxers.

If we fail to perform our obligations under a Pledge and Security Agreement, the
secured  parties may  foreclose  on their  security  interest in our boxing film
library assets.

Our subsidiary,  Big Content,  has granted a first priority security interest in
certain intellectual media assets to Livingston Investments,  LLC 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.

Future  acquisitions  or  expansions  may disrupt our  business or distract  our
management.

Our core operations have consisted of marketing,  promoting and distributing our
live and televised boxing events.  Our current strategic  objectives include not
only further developing and enhancing our existing  business,  but also entering
into new or  complementary  businesses,  such as the  creation  of new  forms of
entertainment and brands, the development of new television  programming and the
development of branded,  location-based  entertainment businesses. The following
risks are  associated  with expanding  into new or  complementary  businesses by
acquisition,  strategic alliance, investment, licensing or other arrangements:

                                       27
<PAGE>
     o    potential  diversion of management's  attention and resources from our
          existing business and an inability to recruit or develop the necessary
          management resources to manage new businesses;
     o    unanticipated  liabilities or contingencies  from new or complementary
          businesses or ventures;
     o    reduced  earnings due to increased  goodwill  amortization,  increased
          interest  costs and  additional  costs related to the  integration  of
          acquisitions;
     o    potential  reallocation of resources due to the growing  complexity of
          our business and strategy;
     o    competition  from companies  then engaged in the new or  complementary
          businesses that we are entering;
     o    possible additional regulatory requirements and compliance costs;
     o    dilution of our stockholders'  percentage ownership and/or an increase
          of our leverage when issuing equity or convertible  debt securities or
          incurring debt; and
     o    potential unavailability of acceptable terms, or at all, of additional
          financing necessary for expansion.

Because a  substantial  portion of our revenues will be derived from the sale of
license  rights  and/or  advertising  of our events and  programs,  an  economic
downturn that results in a reduction in  discretionary  spending by consumers on
entertainment could adversely affect our business.

A  substantial  portion of our  revenues  will be derived  from,  and our future
success will be dependent upon sales of license  rights,  advertising  and other
boxing-related  merchandise.  If  the  economy  suffers  a  recession  or  other
long-term  disruption,  and  consumers  reduce their  discretionary  spending on
entertainment-related  products  and  services,  it  is  likely  that  we  would
experience  a decline in  revenues,  which would  materially  harm our  profits,
results of operations, financial condition and future prospects.

Unless our boxers develop a strong brand identity, our business may not continue
to grow and our financial results may suffer.

We believe that historical  growth and brand  recognition are important  factors
not only in persuading  boxers to choose us as their  promoter,  but also in our
ability to effectively  utilize the dominant  marketing  resources in the sports
entertainment industry (television, radio, public relations, trade publications,
etc.).  We believe that  continuing to strengthen  our brand will be critical to
attracting boxers.  However,  brand promotion activities may not yield increased
revenues,  and  even if they do,  any  increased  revenues  may not  offset  the
expenses we incur in building our brand.

Our sports entertainment offerings may not be commercially successful.

We expect a significant  amount of our revenue to come from the  production  and
distribution  of our  events and  programs,  as well as the use of our events in
television programs. The success of these offerings depends primarily upon their
acceptance by the public,  which is difficult to predict. The commercial success
of an event or program  depends  on the  quality  and  acceptance  of  competing
offerings  released  into  the  marketplace  at  or  near  the  same  time,  the
availability of alternative forms of entertainment and leisure-time  activities,
general economic  conditions and other tangible and intangible  factors,  all of
which can change  quickly.  Because we expect the popularity of our offerings to
be a  significant  factor  driving  the growth of our  company,  our  failure to
produce events and programs with broad consumer appeal could materially harm our
business and prospects for growth.

Our failure to continue to create  popular events and programs would likely lead
to a decline in our ability to generate revenues.

The   creation,   marketing   and   distribution   of  our  live  and  televised
entertainment,  including  pay-per-view events, are the core of our business and
are  critical to our ability to  generate  revenues.  Our failure to continue to
create  popular  live events and  televised  programming  would likely lead to a
decline in our  television  ratings and  attendance  at our live events.  Such a
decline would adversely affect our ability to generate revenues.

The sports and entertainment industry is extremely competitive and we may not be
able to compete successfully against other promoters,  both large and small, for
both boxers and the public's attention.

The market for the  promotion  and  distribution  of boxers,  boxing  events and
boxing-related  content is extremely  competitive and rapidly changing.  We face
competitive  pressures from numerous actual and potential  competitors.  Many of
our competitors in the promotion  business,  such as Don King  Productions,  Top
Rank and Main Events, have substantial competitive advantages over us, including
longer  operating  histories,  significantly  greater  financial,  technical and
marketing  resources,  greater  brand  name  recognition,   better  distribution
channels,  larger  existing  customer bases' and more popular content or boxers.
Similarly,  the content  production and distribution  side of our business faces
competition  from these  sources,  as well as major media  concerns such as Walt
Disney's ESPN network,  which is actively  involved in marketing its own library
of boxing-related content.

                                       28
<PAGE>
We may have  lower  revenues  if we are unable to secure  appropriate  athletes,
events and venues.

As a  participant  in the  sports and  entertainment  industry,  our  ability to
generate revenues is highly sensitive to public tastes, which are unpredictable.
A change in public  tastes,  an  increase in  competition  or a lack of boxer or
event availability could damage our business, financial condition and results of
operations.  Similarly, our ability to generate revenues from live entertainment
events may be limited if other competitive forms of entertainment are available.
Since we rely on unrelated  parties to create and perform  live boxing  content,
any lack of availability of popular  athletes,  boxing venues,  boxing trainers,
broadcast  personalities,  and  other  performers  could  limit our  ability  to
generate revenues.

The members of our management  team have no experience in leadership  roles in a
public company.

Prior to our merger  transaction,  our  management  team was  operating CKB as a
private company.  There are significant  additional  responsibilities  that come
with running a public company, including, without limitation,  greatly increased
disclosure obligations,  restrictions on selective disclosure, and, potentially,
liaison  with the media and  analyst  community.  We cannot  assure you that our
management  team  will  be  able  to  successfully  discharge  these  additional
responsibilities,  and their  failure  to do so could  have a  material  adverse
effect on the trading price of our common stock and, potentially,  our revenues,
profits, results of operations, financial condition and future prospects.

The loss of certain key management and creative  personnel could  materially and
adversely affect our business.

Our future success depends,  to a significant  extent, on the continued services
of our senior  management,  particularly  Cedric Kushner,  James DiLorenzo,  and
other key creative personnel.  We do not have employment agreements with Messrs.
Kushner or  DiLorenzo.  Moreover,  we do not have  key-man  insurance on Messrs.
Kushner or DiLorenzo. The loss of Messrs. Kushner or DiLorenzo, or certain other
key employees,  would likely have a material and adverse effect on our business.
Competition for talented personnel throughout our industry is intense and we may
be unable to retain our current key  employees  or attract,  integrate or retain
other highly qualified employees in the future. We have in the past experienced,
and we expect to  continue to  experience,  difficulty  in hiring and  retaining
highly skilled employees with appropriate  qualifications.  If we do not succeed
in attracting new personnel or retaining and  motivating our current  personnel,
our business could be adversely affected.

We may be liable to third parties for certain  license  rights and other content
that we produce and distribute.

We may be liable to third parties for certain  license  rights and other content
that  we  produce  and  distribute.  We  attempt  to  minimize  these  types  of
liabilities  by  requiring   representations  and  warranties  relating  to  our
ownership of and rights to use and distribute  such material.  However,  alleged
liability  could harm our business by damaging our  reputation,  requiring us to
incur  legal  costs in  defense,  exposing us to awards of damages and costs and
diverting management's attention away from our business.

We have paid no dividends on our common stock.

We have paid no cash  dividends  on our  common  stock in the past and we do not
intend to pay any such dividends in the  foreseeable  future.  It is anticipated
that we will  reinvest  future  profits,  if any, from our  operations  into our
business and there is no assurance that we will ever pay dividends to holders of
our common stock.

A majority of the voting power of our stock is held by our Senior Management.

By virtue of their collective  ownership of  approximately  71% of the aggregate
voting power of our outstanding voting securities, Cedric Kushner, our President
and James DiLorenzo, our Executive Vice President, Secretary and Treasurer, have
the ability to elect all of our directors, in turn elect all executive officers,
without   regard  to  the  votes  of  other   stockholders.   Accordingly,   our
stockholders,  other than Messrs.  Kushner and  DiLorenzo,  will have  extremely
limited power to influence our management and operations through the election of
directors or otherwise.

We may not be able to secure  additional  financing  to meet our future  capital
needs on terms acceptable to us, or at all.

If we are unable to generate  sufficient  cash flows from operations to meet our
anticipated needs for working capital and capital expenditures,  we will need to
raise additional funds to promote our brand and operate and expand our business.
We may be unable to obtain any required additional  financing on terms favorable
to us, if at all. If adequate  funds are not available on acceptable  terms,  we
may be unable to fund our  expansion,  attract new boxers and  promote  existing
boxers,  create  additional   boxing-related  content,  respond  to  competitive
pressures or take  advantage of  acquisition  opportunities,  any of which could

                                       29
<PAGE>
have a material  adverse effect on our business.  If we raise  additional  funds
through the  issuance of equity  securities,  our  stockholders  may  experience
significant   dilution  of  their  ownership  interest,   and  the  newly-issued
securities  may have rights  superior to those of our common stock.  If we raise
additional  funds by  issuing  debt,  we may be subject  to  limitations  on our
operations,   including   limitations   on  the  payment  of  dividends  to  our
stockholders.

Our stock price may decline in the future,  and a public  market may not develop
or exist for you to sell our common stock.

Our common stock was quoted on the OTCBB,  and is currently  quoted on the "Pink
Sheets"  with a stock  symbol of CKHP.PK.  Prior to the CKB Merger,  there was a
limited  trading market for our shares because we had no business  operations or
revenues. An active trading market may not develop in the future, or if one does
develop,  be sustained.  If an active  trading  market does develop,  the market
price of our common  stock is likely to be highly  volatile  due to, among other
things,  the nature of our business and because we are  effectively a new public
company with a limited operating  history.  The market price of our common stock
may also fluctuate  significantly in response to the following factors,  most of
which are beyond our control:  variations  in our quarterly  operating  results;
changes in securities analysts' estimates of our financial performance;  changes
in general  economic  conditions and in the sports and  entertainment  industry;
changes in market  valuations of similar  companies;  announcements by us or our
competitors of significant  new contracts with boxers,  acquisitions,  strategic
partnerships or joint ventures,  or capital commitments;  loss of a major boxer,
partner or joint venture  participant;  the failure to  effectively  exploit the
Company's  media  library;  and,  the  addition  or loss of key  managerial  and
creative personnel.

The equity markets have, on occasion,  experienced  significant price and volume
fluctuations that have affected the market prices for many companies' securities
and that  have  often  been  unrelated  to the  operating  performance  of these
companies.  Any such  fluctuations  may adversely affect the market price of our
common  stock,  regardless  of our actual  operating  performance.  As a result,
stockholders  may be unable to sell their shares,  or may be forced to sell them
at a loss.

Purchasers  of our  securities  may be  adversely  affected  by the penny  stock
regulations.

Unless and until our common  stock is quoted on the NASDAQ  automated  quotation
system or on a national securities exchange, and for so long as the common stock
trades  below  $5.00 par share,  the common  stock may  continue  to be deemed a
"penny stock" as defined in the Exchange Act and be covered by Rule 15g-9 of the
Exchange  Act.  That rule imposes  additional  sales  practice  requirements  on
broker-dealers  who sell such  securities  to  persons  other  than  established
customers  and  accredited  investors  (generally,  institutions  with assets in
excess of  $5,000,000 or  individuals  with net worth in excess of $1,000,000 or
annual income  exceeding  $200,000 or $300,000  jointly with their spouse).  For
transactions  covered  by Rule  15g-9,  the  broker-dealer  must  make a special
suitability  determination for the purchaser and receive the purchaser's written
agreement to the transaction prior to sale. In addition,  prior to effecting any
penny  stock  transaction,  the  broker-dealer  must  provide a customer  with a
document  that  discloses  the risks of  investing  in the penny  stock  market,
including a description  of the  broker-dealer's  duties to the customer and the
rights and remedies  available to the customer,  explain the nature of "bid" and
"ask" prices in the penny stock market,  supply a toll-free  telephone number to
provide information on disciplinary histories and describe all significant terms
used in such disclosure document.  Consequently,  the requirements of Rule 15g-9
will continue to affect the willingness of broker-dealers to sell our securities
and, therefore,  make it more difficult for our stockholders to trade our common
stock.

We compete for attendance, broadcast audiences and advertising revenue.

We compete for  entertainment  and  advertising  dollars with  professional  and
college  sports and with other  entertainment  and leisure  activities.  We face
competition from  professional and college baseball,  basketball,  hockey and/or
football,  among other activities,  in most cities in which we hold live events.
We also compete for attendance, broadcast audiences and advertising revenue with
a wide range of alternative entertainment and leisure activities.

This  competition  could  result  in a  significant  loss  of  viewers,  venues,
distribution  channels or performers  and fewer  entertainment  and  advertising
dollars  spent on our form of sports  entertainment,  any of which  could have a
material  adverse  effect  on our  revenues,  profits,  results  of  operations,
financial condition and future prospects.

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<PAGE>
We rely on intellectual and other property rights.

We regard the  protection  of our  copyrights,  trademarks  and service marks as
critical to our future success, and, in particular, to our ability to create and
exploit boxing-related  content. We rely on federal and international  copyright
and trademark statutes,  as well as contractual  restrictions,  to establish and
protect our intellectual  property and other proprietary  rights in products and
services. However, there can be no assurance that these contractual arrangements
or the  other  steps  taken  by us to  protect  our  intellectual  property  and
proprietary rights will prove sufficient to prevent misappropriation of them, or
to deter independent  third-party  development of similar rights which may infer
upon ours. We plan to pursue the  registration of its trademarks,  service marks
and copyrights in the United States and  internationally to the extent feasible,
however,  effective  trademark and copyright  protection may not be economically
viable,  and even if it is, we may not have the financial capacity in the future
to  protect,  enforce and defend our rights  against  competitors  with  greater
resources.

It is  possible  that in the  future,  we may  license  some of our  proprietary
rights, such as trademarks or copyrighted material,  to third parties.  While we
will  attempt  to ensure  that the  quality of our brand is  maintained  by such
licensees,  there can be no assurance  that such licensees will not take actions
that might materially  adversely  affect the value of our proprietary  rights or
reputation,  which  could  have a  materially  adverse  effect on our  revenues,
profits, results of operations, financial condition and future prospects.

To date, we have not been notified that our intellectual  properties infringe on
the  proprietary  rights of any third party,  but there can be no assurance that
third  parties  will not  claim  infringement  by us with  respect  to the past,
current or future use of these assets.  Any such claim,  whether  meritorious or
not,  could  be  time-consuming,  result  in  costly  legal  proceedings  and/or
settlement  arrangements,  or  require us to enter  into  royalty  or  licensing
agreements.  Such royalty or licensing  agreements may not be available on terms
acceptable  to us, or at all. As a result,  any such claim can have a materially
adverse  effect upon our revenues,  profits,  results of  operations,  financial
condition and future prospects.

Our operations are affected by general economic conditions and public tastes.

Our operations are affected by general economic conditions and,  therefore,  our
future  success  is  unpredictable.  The demand for  entertainment  and  leisure
activities tends to be highly sensitive to consumers'  disposable  incomes,  and
thus a  decline  in  general  economic  conditions  could  result in our fans or
potential  fans  having  less  discretionary  income  to  spend  on our live and
televised  entertainment  and branded  merchandise,  which could have an adverse
effect on our business and/or  prospects.  Public tastes are  unpredictable  and
subject to change and may be affected by changes in the country's  political and
social  climate.  A change  in public  tastes or  decline  in  general  economic
conditions may adversely affect our future success.

The physical  nature of our events and extensive  travel  exposes our boxers and
employees to risks.

Our boxers and our employees who are involved in the  production of those events
are  exposed  to the  risk of  travel  and  performance-related  accidents,  the
consequences of which may not be fully covered by insurance. The physical nature
of our  events  exposes  our  boxers  to the risk of  serious  injury  or death.
Although we have general liability  insurance and umbrella  insurance  policies,
and although our  performers  are  responsible  for obtaining  their own health,
disability and life insurance, we cannot assure you that the consequences of any
accident or injury will be fully covered by insurance.  Our liability  resulting
from any accident or injury not covered by our  insurance  could have a material
adverse  effect on our  revenues,  profits,  results  of  operations,  financial
condition and future prospects.

We rely on certain licenses to operate.

In various  states in the United  States and some  foreign  countries,  athletic
commissions  and  other  applicable  regulatory  agencies  require  us to obtain
promoters licenses,  performers' licenses, medical licenses and/or event permits
in order for us to promote  and conduct  our live  events.  In the event that we
fail to comply with the  regulations  of a  particular  jurisdiction,  we may be
prohibited  from promoting and conducting our live events in that  jurisdiction.
The inability to present our live events over an extended period of time or in a
number of  jurisdictions  would lead to a decline in the various revenue streams
generated  from our live  events,  which  could  have an  adverse  effect on our
profits, results of operations, financial condition and future prospects.

We have exposure to pending litigation.

                                       31
<PAGE>

We are  currently  involved in several  legal  disputes  concerning  contractual
rights and  breaches  of  contract  related to our boxers and the  promotion  of
boxing events,  certain service  providers,  and other issues  including but not
limited to a civil action  undertaken by the Securities  Exchange  Commission in
the federal district court for the Southern District of New York. If the Company
were to not  prevail  in any one or  several  of these  matters  there can be no
assurances that there will not be a material adverse affect on the Company.  For
further  information  on any of the  present  legal  matters  refer to the Legal
Proceedings section under Proposal 1: Election of Directors.

There can be no assurances that the  stockholders of the Company will be able to
approve to increase the number of authorized shares of the Company.

In the event that we do not receive  clearance  by the  Securities  and Exchange
Commission  to  allow  the  stockholders  to  vote to  increase  the  number  of
authorized  shares of the Company,  then the current  debenture  holders will be
unable to  convert  their  debt into  equity.  Therefore,  the  Company  will be
required  to repay the  debt-holders,  warrant  holders,  and others with common
stock to be issued,  in cash.  However,  without the ability to issue  shares to
potential  new  investors,  the  Company may not have the ability to repay these
amounts,  resulting in an adverse effect on our profits,  results of operations,
financial condition and future prospects.


                                       32
<PAGE>
                        PROPOSAL 1: ELECTION OF DIRECTORS

At the  Annual  Meeting,  two  directors  are to be  elected  to  the  Board  of
Directors, each to hold office until our 2005 Annual Meeting of stockholders and
until his or her  successor  is duly  elected and  qualified.  Unless  otherwise
specified,  proxies  solicited  hereby  will be voted  for the  election  of the
nominees listed below; however, discretionary authority may be exercised to vote
for a substitute.  No  circumstances  are presently  known that would render any
nominee listed below  unavailable.  All of the nominees are existing  members of
the Board of Directors.

Nominees for Election to the Board of Directors

Cedric  Kushner,  56, became our President and a director on April 30, 2002. Mr.
Kushner has served as president of Cedric Kushner Boxing,  Inc.  ("CKB") and its
predecessor  companies since 1974. From 1974 to 1982, Mr. Kushner was one of the
premier rock `n' roll promoters in the United  States.  He promoted the likes of
Steppenwolf,  Fleetwood Mac, Bob Segar, Rod Stewart,  Journey, Joni Mitchell and
the Rolling Stones.  Since 1982, Mr. Kushner has steadily established himself as
a  respected  promoter in the world of boxing.  Currently,  CKB  promotes  world
champion and top contender boxers.

James  DiLorenzo,  39,  became  our  Executive  Vice  President,  Secretary  and
Treasurer,  as well as a director, on April 30, 2002. Mr. DiLorenzo joined CKB's
predecessor  in 1991 and became a partner in 1998.  Mr.  DiLorenzo has served as
executive  vice  president,  secretary and treasurer of CKB and its  predecessor
since  1999.  Mr.  DiLorenzo  created the popular  "Heavyweight  Explosion"  and
"ThunderBox"  series and is currently the head of all of CKB's media  endeavors.
Mr.  DiLorenzo  also  manages  CKB's   international  and  domestic   television
distribution.

Vote Required

The affirmative  vote of a plurality of the  outstanding  shares of Common Stock
and convertible  preferred stock (voting on an as-converted  basis together with
the Common Stock) that are entitled to vote and are  represented in person or by
properly  executed  proxy at the Annual  Meeting,  is  required  to approve  the
election of each of the above nominees for Director.  Under applicable  Delaware
law, in  determining  whether a nominee has  received  the  requisite  number of
affirmative  votes,  abstentions  and broker  non-votes will be counted and will
have the same effect as a vote against the proposal.

YOUR BOARD OF DIRECTORS UNANIMOUSLY  RECOMMENDS THAT YOU VOTE "FOR" THE ELECTION
OF EACH OF THE NOMINEES FOR  DIRECTOR  DISCUSSED  ABOVE TO HOLD OFFICE UNTIL THE
2003 ANNUAL  MEETING AND UNTIL EACH SUCH PERSON'S  SUCCESSOR IS DULY ELECTED AND
QUALIFIED.

Certain Relationships and Related Transactions

None of the  transactions  with our officers or stockholders  were made on terms
less favorable to us than those available from unaffiliated  parties.  In future
transactions  of this nature,  we will ensure that more favorable  terms are not
available  to  it  from   unaffiliated   third  parties  before   entering  into
transactions with our officers or stockholders.

The CKB Merger

As described above under "Change-in-Control: The CKB Merger," the CKB Merger was
consummated on April 30, 2002. In connection with the CKB Merger,  the CKB Stock
held by Messrs.  Kushner and DiLorenzo was converted into  399,751.37  shares of
our Series B  Preferred  Stock and  5,584.42  shares of our  Series C  Preferred
Stock. These shareholdings, combined with 13,493 shares of Common Stock acquired
by Mr. Kushner prior to the CKB Merger,  make Messrs.  Kushner and DiLorenzo the
holders of a total of approximately  71% of the aggregate voting power of all of
our outstanding  voting  securities  having the right to vote on the election of
directors.  In addition,  the CKB Stock held by Livingston  was converted into a
warrant  to  acquire   1,000,000  shares  of  Common  Stock  (this  warrant  was
subsequently amended to cover only 500,000 shares of Common Stock, but at 50% of
the  original  exercise  price)  as well as  22,337.68  shares  of our  Series C
Preferred  Stock  (convertible  into 2,233,768  shares of Common Stock),  making
Livingston the holder of a total of approximately  3.84% of the aggregate voting
power of all of our outstanding  voting  securities  having the right to vote on
the election of directors.  Note,  however,  that the Company  lacks  sufficient
authorized  shares of Common Stock to allow the full  conversion and exercise of
this preferred  stock and warrants  unless Proposal 5 in this proxy statement is
approved by our  stockholders.  See "Change In Control:  The CKB Merger - Merger
Consideration"   above  for  further   discussion   regarding   the  CKB  Merger
consideration.


                                       33
<PAGE>
The CKB Notes

As discussed above in the Section  entitled "The CKB Merger  Agreement - the CKB
Merger,"  one of the  conditions  precedent to CKB's  obligations  under the CKB
Merger Agreement which was satisfied prior to the CKB Merger was the making of a
bridge loan of at least $300,000 (the "Bridge Loan") by the Company to CKP for a
period of one year and at an annual  interest  rate of ten  percent.  The Bridge
Loan was in addition to $225,000  that had already been  advanced by the Company
to CKP (as discussed below) and $595,000 in financing raised directly by CKP.

March 2002 Note
Between  December  2001 and April  2002,  the Company  raised  $525,000 in gross
proceeds  through the issuance of convertible  promissory notes and Common Stock
purchase  warrants to  accredited  investors.  The Company lent  $246,500 of the
gross proceeds of this private placement,  along with $50,000 in other funds, to
CKP pursuant to a promissory  note, dated March 8, 2002, in the principal amount
of $296,500,  in favor of the Company and payable by CKP (the "CKP  Note").  The
principal amount  outstanding  under the Note was to accrue interest at the rate
of ten percent per year  starting (i) with  respect to $50,000 of the  principal
amount of this Note on August 2, 2001,  (ii) with respect to  $100,000.00 of the
principal  amount of this  Note on  January  9,  2002,  (iii)  with  respect  to
$50,000.00 of the principal  amount of this Note on January 24, 2002,  (iv) with
respect to $30,000.00 of the principal amount of this Note on February 22, 2002,
and  (v)  with  respect  to  the  remaining   principal  portion  of  this  Note
($66,500.00) on March 8, 2002. The principal and accrued  interest under the CKP
Note was payable on or before the earlier of January 31, 2002 and the occurrence
of  one of  the  events  of  default  listed  in the  CKP  Note.  Following  the
consummation of the CKB Merger, the CKP Note was forgiven in its entirety by the
Company.

Under  Section  1.4(c)  of  the  CKB  Merger  Agreement,  the  Company  and  CKP
acknowledged  CKP's receipt of $820,000 from the Company and certain third party
lenders. The $820,000 amount is comprised of $595,000 raised directly by CKP and
$225,000  from the  March,  2002 Note.  The  remaining  $71,500 of the  $296,500
Advances was applied to the Company's obligation to secure the Bridge Loan.

$300,000 Loan
In March  2001,  the  Company  raised a total of $444,000 as part of its ongoing
private  placement of  convertible  promissory  notes and Common Stock  purchase
warrants. $228,500 of the net proceeds of the private placement were lent to CKP
and applied to the Company's obligation to secure the Bridge Loan. The remaining
net proceeds from this private  placement  have been applied to the  Post-Merger
Financing Amount (see "The CKB Merger Agreement - Post-Merger  Financing").  The
$228,500 in advances referred to above were evidenced by demand promissory notes
(the "Demand Notes"). The principal amounts under the Demand Notes is payable on
demand  after  April 30,  2002 or upon the  occurrence  of one of the  events of
default  specified in the Demand Notes.  Following the  consummation  of the CKB
Merger, the Demand Notes were forgiven in their entirety.

Obligations to Stockholders

The  Company   entered  into  various  loan   agreements  with  certain  of  its
stockholders.  These agreements have various terms,  with interest rates ranging
from 3% to 25%,  and  maturities,  extending  from one month to nine years.  The
Company is in default of some of the agreements.  The combined principal balance
outstanding as of June 30, 2004 was approximately $1,571,764.

As discussed  above in the Section  "The CKB Merger  Agreement - Merger with Big
Content,"  the Mackin  Note,  as well as the  Company's  obligations  to pay the
Consulting Fee (as defined below under  "Livingston  Consulting  Agreement") are
secured by a first-priority lien on a film library of certain boxing programming
owned by a CKB affiliate (the "Library"), as well as certain other assets.

The Company had the following notes payable due stockholders June 30, 2004:

     o    Note  payable due to an officer of the  Company,  dated  December  20,
          2002, in the amount of $100,000 and bearing  interest at 7% per annum.
          Interest  and  principal on this note were due in full on December 31,
          2002.  The balance on this note was  $100,000 on October 21, 2003 when
          it was transferred in full to another  stockholder of the Company.  On
          October 21, 2003, the Company issued to the stockholder a note payable
          in the amount of $220,000, bearing interest at 8% per annum. This note
          represents the sum of the $100,000 note  transferred  from the officer
          of the Company and $120,000 in accrued  expenses due the  stockholder.
          Interest  and  principal  on this note were due in full on October 21,
          2003. The note is currently in default and, pursuant to its terms, now
          bears interest at 18% per annum. Interest expense was recorded in 2003
          and  accrued  interest at December  31, 2003  amounted to $7,595.  The
          balance on this note as of June 30, 2004 was $220,000.

     o    Note payable to stockholder in connection  with  consulting  agreement
          for Big Content in the original amount of $2,600,000  (Please refer to
          Livingston  Consulting Agreement below) payable in weekly installments
          of $5,000 over ten years  without  interest.  In  accordance  with the
          guidance in paragraph  37(k) of SFAS 141, this  liability was recorded
          at present  value of  $1,235,067,  as of December 31, 2003,  utilizing
          appropriate  current imputed  interest rates.  The Company  determined
          that an appropriate imputed interest rate was 15% per annum.

                                       34
<PAGE>
          Our  subsidiary,  Big Content,  has granted a first priority  security
          interest in certain  intellectual media assets to this note holder 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.

On February 19, 2004 the Company and its President  converted  $1,628,911 of the
Company's  outstanding debt, including $636,554 in personal advances made by the
President,  into equity (Please refer to Part II -- Other  Information,  Item 2,
Change in  Securities).  During the six months ended June 30, 2004,  the Company
reclassified  $91,691 in accrued  interest due to the Company's  President  into
non-interest  bearing advances payable to the Company's  President.  At June 30,
2004,  the balance owed to the Company's  President  was  $137,079.  The amounts
advanced to the Company by the President have no specific terms, conditions,  or
maturities.

The  Company  has an  unsecured  non-interest  bearing  advance  payable  to the
Company's  Vice  President.  At June 30, 2004, the balance owed to the Company's
Vice President was $117,929.

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

Livingston Consulting Agreement

On April 30, 2002,  the Company and several of its affiliates  (these  companies
are referred to  collectively as the "Zenascent  Group") and Livingston  entered
into  the  Livingston  Consulting  Agreement.  Pursuant  to  the  terms  of  the
Livingston  Consulting  Agreement,  the Company  retained  Livingston to provide
certain consulting services to the Company,  including advising the Company with
respect to its strategic  planning and  development.  As compensation  for these
consulting  services,  Livingston is entitled to receive (a) a weekly consulting
fee of $5,000  (the  "Consulting  Fee"),  (b) a payment  equal to 10% of the net
revenues  derived by a CKB affiliate  from any  transaction  or event related to
boxing matches  promoted or co-promoted by this affiliate  which generates total
revenues to this  affiliate of at least  $500,000 and (c) a commission  equal to
20% of the  net  revenues  derived  by CKB or  its  affiliates  from  the  sale,
licensing or other exploitation of the Library.

Pursuant to the terms of the Livingston  Consulting  Agreement,  the Company is,
subject to the following sentence,  required to apply 15% of the net proceeds to
the  Zenascent  Group of any  Qualified  Financing  (as defined in the following
paragraph) to the repurchase of the Series C Preferred  Stock held by Livingston
and its  affiliates at a price per share equal to the  liquidation  value of the
Series C Preferred Stock. Our obligation to repurchase  Series C Preferred Stock
pursuant to the Livingston  Consulting Agreement will terminate immediately upon
the receipt by Livingston  and its  affiliates of an aggregate of (i) $4,300,000
in Covered  Payments (as defined in the  following  paragraph),  if received not
later than March 25, 2005 or (ii)  $5,300,000 in Covered  Payments,  if received
not later than March 25, 2012.

As used in this proxy statement (a) a "Qualified  Financing" means any equity or
debt  financing  received by the  Zenascent  Group  subsequent to April 30, 2002
(other than any such  financing  required  pursuant to the CKB Merger  Agreement
governing the CKB Merger (the "CKB Merger Agreement") and (b) "Covered Payments"
means all payments pursuant to (i) the Livingston Consulting

Agreement  (including,  without limitation,  the repurchase provisions discussed
above),  (ii) the Mackin Note,  (iii) a contractual  covenant  providing for the
reimbursement  of  Livingston  and its  affiliates  for certain  expenses in the
amount  of  $200,000,  (iv)  proceeds  from the sale of  Common  Stock  acquired
pursuant  to a warrant to  purchase  500,000  shares of Common  Stock  issued to
Livingston  pursuant to the CKB Merger  Agreement and (v) the  Distribution  and
Purchase Agreement described below.

Distribution and Purchase Agreement

On April 30, 2002, Cedric Kushner, our President, James DiLorenzo, our Executive
Vice  President,   Treasurer  and  Secretary,  and  Livingston  entered  into  a
Distribution  and Purchase  Agreement  (the "DPA"),  which  contains a number of
restrictions  on the sale or  encumbrance  of the  capital  stock of the Company
owned by Messrs.  Kushner and  DiLorenzo.  In  particular,  Messrs.  Kushner and
DiLorenzo may not sell or encumber any of our capital stock without Livingston's
prior written consent except in limited cases and subject to certain  conditions
(including  the  application  of sales  proceeds  to the  purchase  of  Series C
Preferred Stock held by Livingston and/or the payment to Livingston of a certain
portion of the sales  proceeds).  In addition,  the DPA provides that 50% of the
proceeds of any cash dividends or distributions on our capital stock received by
Messrs. Kushner or DiLorenzo must be applied to purchase from Livingston, at its
liquidation value, any shares of Series C Preferred Stock held by Livingston.


                                       35
<PAGE>
The DPA  also  provides  that,  except  as  described  above  under  "Livingston
Consulting Agreement" neither Livingston nor its affiliates may sell or encumber
Series  C  Preferred  Stock to any  person  other  than  Cedric  Kushner,  James
DiLorenzo or their respective Affiliates.  The restrictions in the DPA described
above  will  terminate  immediately  upon  the  receipt  by  Livingston  and its
affiliates of an aggregate of (a)  $4,300,000 in Covered  Payments,  if received
not later than March 25, 2005 or (b) $5,300,000 in Covered Payments, if received
not later than March 25, 2012.

Certain Other Agreements and Relationships

We recently  entered into a Stock  Amendment and Issuance  Agreement with Cedric
Kushner,  our  President and James  DiLorenzo,  our  Executive  Vice  President,
Treasurer and Secretary,  pursuant to which Messrs. Kushner and DiLorenzo agreed
to a  reduction  in certain  economic  rights  associated  with  their  Series B
Preferred Stock in consideration  for the issuance to them of Series D Preferred
Stock.  The terms of this  Agreement  are  described in "Recent  Developments  -
Amendment  of Series B Preferred  Stock;  Issuance of Series D Preferred  Stock"
below.

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

Board Meetings During Fiscal Year 2003

During fiscal year 2003, the Board of Directors held two meetings. Each director
who was serving as a director  when these  meetings  were held  attended both of
these meetings.

Board Committees

The Company has no standing committees of its Board of Directors.  However,  the
company   intends  to   establish   a   Compensation   Committee,   Option  Plan
Administration  Committee and Audit Committee in the near future. It has not yet
been determined which directors will sit on these committees.

Legal Proceedings

The  Company  is  currently  involved  in  several  legal  disputes   concerning
contractual  rights  and  breaches  of  contract  related  to our boxers and the
promotion  of  boxing  events,  certain  service  providers,  and  other  issues
including the following:

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

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


                                       36
<PAGE>
On June 11, 2004, the Company  completed  execution of a final settlement of our
dispute  with the  Consultants  pursuant  to which  we have  agreed  to issue to
Consultants  2,500,000  shares of the Company's  common stock.  The terms of the
settlement agreement provide that the Company shall distribute our pending proxy
statement to our  stockholders for a vote within 60 days after the completion of
the review of such document by the Securities and Exchange Commission,  and that
such  shares  shall only be paid to the  Consultants  after the  approval by our
stockholders of an increase in the number of authorized shares of the Company to
100  million  shares.  In the event that the shares  are not  transferred  on or
before September 1, 2004, then the settlement agreement shall be voidable by the
Consultants on 30 days written  notice,  whereupon the parties shall  thereafter
continue the  presently  pending  arbitration.  As a result of this  settlement,
since services were no longer being performed, the Company recognized a non-cash
expense  of  $1,375,699  as  litigation  settlement  expense  for the year ended
December  31,  2003.  However,  if the  Company  is unable  to issue the  shares
pursuant to the  settlement  agreement  then there could be a material,  adverse
effect on our revenues, profits, results of operations,  financial condition and
future  prospects  of the  Company.  As of the filing date of this  report,  the
Company  has not  obtained  stockholders'  approval  to  increase  its number of
authorized shares; nor has it received notice from the Consultants.

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

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

On January 13,  2004,  a judgment  in the amount of $95,145 was entered  into in
favor of the bank against the Company and its President in  connection  with the
default  of the note  outstanding.  On May 5,  2004,  the  Company  and the bank
reached  a  forbearance   agreement  whereby  the  Company  would  pay  out  the
outstanding  principal amount,  plus interest,  in 60 monthly payments of $1,752
each, in exchange for forbearance on any additional  efforts to collect upon the
unsatisfied  portion of the judgment  balance with interest at 4% per annum. The
balance on this  obligation  at June 30,  2004  amounted  to  $90,003,  which is
categorized  as  accrued  litigation  and  judgments  payable  in the  Company's
condensed consolidated financial statements.

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

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


                                       37
<PAGE>
     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.

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.

                                       38
<PAGE>

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 June 30, 2004,
the Company has an outstanding balance of $248,000 due Mathis. As of this report
date,  the Company did not pay the amount that was due on July 15, 2004,  opting
to pay the additional monthly  compensation of $3,500. As of September 24, 2004,
the Company did not pay Mathis the monthly payment that was due on September 15,
2004 and is now in default of its agreement with Mathis.

                                       39
<PAGE>
Shane Mosley
On August 23, 2002,  the Company and a boxer agreed to settle a disputed  matter
related to the sharing of certain profits between the boxer and the Company. The
Company had agreed to pay the boxer  approximately  $610,000,  excluding amounts
previously  paid,  plus interest by April 30, 2003. On June 2, 2003, the Company
defaulted  on the agreed upon  settlement  terms,  and a judgment was entered in
favor of the boxer in the  approximate  amount of $610,000,  less any  principal
paid by the Company.  On July 16, 2003, a restraining  order was placed in favor
of the boxer against the Company that prohibited the sale, transfer, assignment,
or interference  of the Company's  property at a certain  financial  institution
until the judgment is satisfied or vacated. As of June 30, 2004, the Company had
recorded as current  notes payable  $510,359 as the  remaining  liability to the
boxer.

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

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

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

Others
On or about August 3, 2004 the Company was served a Petition to Recover  Damages
for Breach of Contract,  Temporary Restraining Order Preliminary Injunction, and
Permanent Injunction by a third party. This petition calls for damages regarding
loss of profits among other things, as well as reimbursement for other expenses.

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

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


                                       40
<PAGE>
Security Ownership of Certain Beneficial Owners and Management

The  following  table  sets  forth  certain  information  with  respect  to  the
beneficial  ownership of the  Company's  capital stock as of September 24, 2004,
by:

     o    each person  known to  beneficially  own more than five percent of any
          class of the Company's voting stock;

     o    each director and executive officer of the Company; and

     o    all directors and executive officers as a group.
<TABLE>
<CAPTION>
                                                                   Amount and
 Name and Address of Beneficial Owners,                       Nature Beneficial           Beneficial Ownership
   as of September 24, 2004                                       Ownership (1)              Percentage (1)
---------------------------------------------------------------------------------------------------------------
<S>                                                               <C>            <C> <C>          <C>
 Cedric Kushner...............................                    39,483,949     (3) (7)          60.7%
     Cedric Kushner Promotions, Inc
     1414 Avenue of Americas, Suite 406
     New York, New York 10019

 James DiLorenzo......................                             6,554,713     (4) (7)          10.1%
     Cedric Kushner Promotions, Inc
     1414 Avenue of Americas, Suite 406
     New York, New York 10019

                                                               -----------------             ------------------
 All Directors and officers as a Group (2 persons)...             46,038,662     (5)              70.8%
                                                               -----------------             ------------------

 Other Shareholders
 Elliot Davis....................................                  2,766,666     (6)               4.3%
     c/o CSI
     7250 West Palmetto Park Road, Suite 106
     Boca Raton, Florida 33433-3439
</TABLE>

Except as otherwise  noted,  the Company  believes that the persons listed below
have sole investment and voting power with respect to the capital stock owned by
them.

     (1)  For purposes of this table,  "beneficial  ownership"  is determined in
          accordance  with the  Instructions to Item 403 of Regulation S-B under
          the  Securities  Act of  1933,  as  amended  (the  "Securities  Act"),
          pursuant  to which a person  or group of  persons  is  deemed  to have
          "beneficial  ownership" of any shares of Common Stock that such person
          has the right to acquire within 60 days. For purposes of computing the
          percentage of  outstanding  shares of Common Stock held by each person
          or group of  persons  named  above,  any shares  which such  person or
          persons  have the right to  acquire  within  60 days are  deemed to be
          outstanding and  beneficially  owned by such person or persons but are
          not  deemed  to be  outstanding  for  the  purpose  of  computing  the
          percentage  ownership  of any  other  person.  Due to this  method  of
          computation  and the fact that the  number  of shares of Common  Stock
          issuable  upon the  exercise  of  outstanding  options,  warrants  and
          preferred  stock is large  relative  to the number of shares of Common
          Stock  currently  outstanding,  the sum of these  percentages  exceeds
          100%.

     (2)  Consists of 13,493 shares of Common Stock and 339,789 shares of Series
          B  Preferred  Stock that are  convertible  into  16,989,433  shares of
          Common Stock.

     (3)  Consists  of  59,963  shares  of  Series B  Preferred  Stock  that are
          convertible  into 2,998,136 shares of Common Stock and 2,792 shares of
          Series C Preferred Stock that are  convertible  into 279,221 shares of
          Common Stock (Mr.  DiLorenzo  owns an  additional  2,792.21  shares of
          Series C Preferred  Stock,  but these may not be converted into Common
          Stock prior to April 29, 2005).

     (4)  As described in Notes 2 through 4, above,  consists of an aggregate of
          48,493 shares of Common  Stock,  vested  options that are  convertible
          into  283,334  shares  of  Common  Stock,  399,752  shares of Series B
          Preferred Stock that are convertible into 19,987,569  shares of Common
          Stock,  and  2,792  shares  of  Series  C  Preferred  Stock  that  are
          convertible into 279,221 shares of Common Stock.

                                       41
<PAGE>
     (5)  Consists of 175,000  shares of Common  Stock,  warrants to purchase an
          aggregate  of 1,375,000  shares of Common Stock and 117,500  shares of
          Series A Preferred Stock that are convertible into 1,175,000 shares of
          Common Stock.

     (6)  Consists of 400,000  shares of Series D Preferred  which does  contain
          any conversion  rights,  but has the voting equivalent of 50 shares of
          Common Stock per share of Series D.
Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires the executive  officers and directors
of the Company and  persons who own more than 10% of a  registered  class of the
Company's equity securities to file certain reports of beneficial  ownership and
changes in such  ownership.  Executive  officers,  directors and 10%  beneficial
owners are required by Commission regulations to furnish the Company with copies
of all Section 16(a) reports that they file.

In September  2001,  Elliot Davis became the  beneficial  owner of more than ten
percent  of our Common  Stock.  It does not  appear  that Mr.  Davis has filed a
statement on Form 3 concerning  his ownership of Company  stock,  as required by
Section  16(a)  of the  Exchange  Act  and the  rules  and  regulations  adopted
thereunder. In September 2002, Mr. Davis converted 17,500 shares of our Series A
Preferred Stock into 175,000 shares of our Common Stock. It does not appear that
Mr.  Davis filed a statement on Form 4 concerning  his  beneficial  ownership of
these shares, as required by Section 16(a) of the Exchange Act and the rules and
regulations adopted thereunder or a statement on Form 5 concerning his ownership
of Company  stock for fiscal  year 2001,  as  required  by Section  16(a) of the
Exchange Act and the rules and regulations adopted thereunder.  In addition,  it
does not  appear  that Mr.  Davis has filed a  statement  on  Schedule  13D,  as
required by Rule 13d-1a of the Exchange Act.

Except as described  above,  based upon a review of the Company's  records,  the
Company is not aware of any director,  officer or beneficial  owner of more than
ten percent of the Company's Common Stock that,  during fiscal year 2002, failed
to file on a timely basis reports required by Section 16(a) of the Exchange Act.

Compensation of Directors and Executive Officers

Summary Compensation Table
The following  table sets forth,  for the fiscal years ended  December 31, 2003,
2002 and 2001,  the  compensation  provided  by the  Company to all  individuals
serving as our executive  officers  during the last  completed  fiscal year. The
following  table  also sets forth the  compensation  provided  by the  Company's
wholly-owned  subsidiary,  CKB, to all  individuals  serving as CKB's  executive
officers during the last completed fiscal year.
<TABLE>
<CAPTION>
                                        Annual Compensation                     Long-Term Compensation
                                  --------------------------------------- ------------------------------------------------------
                                                                              Awards                              Payouts
                                                                          ----------------------------   -----------------------
                                                                          Restricted   Securities
Name and                                                    Other Annual    Stock      Underlying         LTIP       All Other
Principal Position          Year      Salary       Bonus    Compansation    Awards     Options/SAR's      Payouts  Compensation
--------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>             <C>      <C>        <C>           <C>        <C>               <C>        <C>
Cedric Kushner
  Chairman of the Board      2003               $0    -           -             -             -              -           -
  & President                2002         $127,000    -           -             -             -              -           -
                             2001         $165,000    -           -             -             -              -           -

Jim DiLorenzo
  Secretary, Treasurer       2003         $104,000    -           -             -             -              -           -
  & Executive Vice President 2002         $137,000    -           -             -             -              -           -
                             2001         $150,000    -           -             -             -              -           -

Adam Goldberg
  Chairman of the Board      2003               $0    -           -             -             -              -           -
  & Chief Executive Officer  2002               $0    -           -             -             -              -           -
                             2001          $12,000    -           -        $9,300       $30,000 (1)          -           -

Steven Angel
  Secretary                  2003          $84,000    -           -             -             -              -           -
  & Executive Vice President 2002          $87,000    -           -             -             -              -           -
                             2001          $84,000    -           -       $46,500      $283,000 (2)          -           -

</TABLE>
(1) Representing value of shares of restricted stock, at date of grant.

                                       42
<PAGE>
(2)  Consists  of a warrant to  purchase  133,334  shares of Common  Stock at an
exercise  price of $.45 per share  granted  on May 1, 2001,  112,500  options to
purchase  Common  Stock  granted  during the period from  February  2001 through
January  2002 and options to purchase a total of 37,500  shares of Common  Stock
granted on June 13, 2002. The options have exercise prices ranging from $0.23 to
$1.44.

Compensation of Directors

The Company's  directors are reimbursed for any out-of-pocket  expenses incurred
by them for  attendance  at meetings  of the Board of  Directors  or  committees
thereof.


Stock Option Grants and Exercises

Adam Goldberg,  who served as our Chairman and Chief Executive Officer until his
resignation  on April 30, 2002,  was issued the  following  stock options by the
Company:

     o    Pursuant to the  Company's  1998  Incentive  and  Non-Qualified  Stock
          Option Plan, on or about February 15, 2001, 30,000 options to purchase
          Common  Stock at an  exercise  price of $0.34.  These  options  vested
          immediately and expire in 7 years. The shares underlying these options
          are registered and contain a cashless exercise provision.

     o    On April 24,  2002,  49,000  options to  purchase  Common  Stock at an
          exercise  price of $1.43.  These options vest on February 21, 2003 and
          expire in 5 years. The shares underlying these options have a right of
          inclusion in Company registrations (subject to certain conditions) and
          contain a cashless exercise provision.

     o    Steven  Angel,  who  resigned  as our  Executive  Vice  President  and
          Secretary on April 30, 2002,  was issued  250,000 stock options by the
          Company:

     o    Pursuant to the  Company's  1998  Incentive  and  Non-Qualified  Stock
          Option Plan, 12,500 options to purchase Common Stock each month during
          the period from February 2001 through October 2001, as well as January
          2002, for a total of 112,500 options. The options have exercise prices
          ranging from $0.23 to $1.41,  were vested  immediately and expire in 7
          years. The shares  underlying the options are registered and contain a
          cashless exercise provision.

     o    On April 24,  2002,  100,000  options to purchase  Common  Stock at an
          exercise  price of $1.43.  These options vest on February 21, 2003 and
          expire in 5 years. The shares underlying these options have a right of
          inclusion in Company registrations (subject to certain conditions) and
          contain a cashless exercise provision.

     o    On June 13, 2002:  fully-vested  options to purchase  12,500 shares of
          Common Stock at an exercise price of $1.44 per share, expiring October
          15, 2008;  fully-vested  options to purchase  12,500  shares of Common
          Stock at an exercise price of $1.16 per share,  expiring  November 21,
          2008;  and  fully-vested  options to purchase  12,500 shares of Common
          Stock at an exercise price of $1.02 per share,  expiring  December 15,
          2008.


Option/SAR Grants in Last Fiscal Year

The Company did not make any individual  grants of stock options made during the
last  completed  fiscal  year to  each  of the  officers  named  in the  Summary
Compensation  Table. The Company did not grant any stock appreciation rights (as
defined in Item  402(a)(6)(i) of Regulation S-B under the Securities Act) during
the  last  completed  fiscal  year,  and  has  no  stock   appreciation   rights
outstanding.


Aggregated  Option/SAR  Exercises  In Last  Fiscal  Year  and  Fiscal  Year  End
Option/SAR Values

During the last completed fiscal year, none of our executive  officers exercised
any options to acquire capital stock of the Company or any of its subsidiaries.


Long-Term Incentive Plans - Awards In Last Fiscal Year

Neither  the  Company  nor  any  of its  subsidiaries  maintains  any  long-term
incentive plans, as defined in Item  402(a)(6)(iii)  of Regulation S-B under the
Securities Act.



                                       43
<PAGE>
Employment Agreements

Steven Angel,  a former  member of our Board of Directors,  provided the Company
with  consulting  services in connection with business  development,  management
transition  and other matters.  The agreement  provided that Mr. Angel receive a
monthly fee of $7,000. The consulting agreement,  which commenced on May 1, 2002
and was extended on a month-to-month  basis, was mutually  terminated on January
31, 2004 when Mr. Angel was hired as an employee of the Company.


                                       44
<PAGE>


       PROPOSAL 2: AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION
            TO DELETE ANY REFERENCE TO THE COMAPNY'S BUSINESS PURPOSE
                   AS RELATING TO GOLFING EQUIPMENT OR APPAREL

On May 2, 2002 your Board of Directors  approved an  amendment to the  Company's
Certificate of Incorporation  to delete any reference to the Company's  business
purpose  relating to golfing  equipment  or apparel.  The  complete  text of the
proposed  amendment  is set  forth in  Section  2 of  Appendix  B to this  proxy
statement.


Reasons for the Proposed Revision of Our Certificate of Incorporation

Our Certificate of Incorporation was first amended and restated in 1998. At that
time the Company's  business model was focused on the golf equipment and apparel
sector. As noted above under Proposal 2, we have redefined our business model to
one focused on the promotion of sports and entertainment  events.  However,  the
Company's  Certificate of  Incorporation  still states that our business purpose
may include "the design,  marketing and manufacture of golf  equipment,  apparel
and  accessories."  This  language  is  no  longer  relevant  to  the  Company's
operations, and could cause confusion about our business. Accordingly, the Board
of  Directors  believes  it to be in the best  interest  of the  Company and its
stockholders to delete this language from the Certificate of Incorporation.


Vote Required

The affirmative vote of a majority of the outstanding shares of Common Stock and
convertible  preferred stock (voting on an as-converted  basis together with the
Common  Stock)  that are  entitled to vote and are  represented  in person or by
properly  executed  proxy at the Annual  Meeting,  is  required  to approve  the
amendment  to  our  Certificate  of  Incorporation  as  described  above.  Under
applicable  Delaware law, in determining whether this amendment has received the
requisite number of affirmative votes,  abstentions and broker non-votes will be
counted and will have the same effect as a vote against the proposal.


YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE AMENDMENT
OF THE COMPANY'S  CERTIFICATE  OF  INCORPORATION  TO DELETE ANY REFERENCE TO THE
COMAPNY'S BUSINESS PURPOSE AS RELATING TO GOLFING EQUIPMENT OR APPAREL



                                       45
<PAGE>
PROPOSAL  3:  AMENDMENT  OF  THE  COMPANY'S   CERTIFICATE  OF  INCORPORATION  TO
RECLASSIFY  THE COMPANY'S  CLASS A AND CLASS B COMMON STOCK AS A SINGLE CLASS OF
COMMON STOCK

On May 2, 2002 your Board of Directors approved the restatement of the Company's
Certificate of  Incorporation to reclassify our Class A Common Stock and Class B
Common  Stock as a single  class  of  Common  Stock.  The  complete  text of the
proposed  amendment  is set  forth in  Section  4 of  Appendix  B to this  proxy
statement.


Reasons for the Proposed Reclassification of our Common Stock

The Company  currently has authorized  15,000,000 shares of Class A Common Stock
and 5,000,000  shares of Class B Common Stock. No shares of Class B Common Stock
have been  issued.  Class B Common Stock is identical in all respects to Class A
Common Stock except for the fact that any  outstanding  shares of Class B Common
Stock  would  automatically  convert  to  Class  A  Common  Stock  on the  tenth
consecutive  trading day that the closing  price of Class B Common  Stock on the
principal  exchange  or market on which it is traded  exceeds  $8.00 per  share.
Because Class A Common Stock and Class B Common Stock have identical  rights and
preferences,  the  Board  of  Directors  feels  that no  purpose  is  served  by
maintaining these separate classes.  Moreover,  the Board of Directors  believes
that the maintenance of these separate classes creates confusion as stockholders
and others are likely to assume that the two classes have  different  rights and
preferences.  We  originally  created the Class B Common Stock at the request of
our  underwriter  during our  initial  public  offering  as a way to lock up the
insiders because the Class B Common Stock was not listed for trading.

In light of the factors discussed above, the Board of Directors  determined that
it would be in the best  interest of the Company and its  stockholders  to amend
the Company's Certificate of Incorporation to reclassify all issued and unissued
shares of Class A Common  Stock,  par value $.01 per  share,  and Class B Common
Stock, par value $.01 per share, as issued and unissued  shares,  as applicable,
of a single class of Common Stock, par value $.01 per share. As a result of this
amendment, the Company would have 20,000,000 authorized shares of a single class
of  Common  Stock.   To  reflect  this  fact,   the  Company's   Certificate  of
Incorporation would also be amended in a number of ways, including to:

o replace  all  references  to Class A Common  Stock or Class B Common  Stock in
Sections  (a)(2),  (a)(3),  (a)(4) and (a)(5) of Article Fourth of the Company's
Certificate of Incorporation with references to Common Stock; and

o delete Sections (a)(1),  (a)(4),  (a)(6), (a)(7) and (a)(8) of Article Fourth,
which address the issuance of different  classes of Common  Stock,  the relative
rights and  preferences  of these classes and the  conversion  and retirement of
shares of Class B Common Stock.


Implementation of the Reclassification of our Common Stock

Assuming the  reclassification  of our Common Stock described in this Proposal 4
is approved by our  stockholders,  each certificate  representing  shares of our
Class A Common Stock and Class B Common Stock would, as of the effective date of
the proposed  amendment,  be deemed,  for all  corporate  purposes,  to evidence
ownership of the number of shares of a single class of Common Stock  represented
by that  certificate,  except that  holders of  unexchanged  shares would not be
entitled to receive any dividends or other distributions  payable by the Company
after the effective date until they surrender their old stock  certificates  for
exchange.

Our transfer agent, Continental Stock Transfer & Trust Company, would act as the
exchange agent for purposes of implementing the exchange of stock  certificates.
As soon as practicable after the effective date,  stockholders would be notified
of the  effectiveness  of the  reclassification.  Class  A and  Class  B  Common
stockholders of record would receive a letter of transmittal  requesting them to
surrender their stock  certificates  evidencing Class A and Class B Common Stock
for stock  certificates  evidencing a like number of shares of a single class of
Common  Stock.  Persons who hold their shares in  brokerage  accounts or "street
name" would not be required to take any further  actions to effect the  exchange
of their  certificates.  No new  certificates  would be issued to a  stockholder
until  the   stockholder   has   surrendered   the   stockholder's   outstanding
certificate(s)  together  with the properly  completed  and  executed  letter of
transmittal,   to  the  transfer  agent.   Until  surrender,   each  certificate
representing  shares  before  the  reclassification  of our Common  Stock  would
continue to be valid and would  represent  the number of shares of Common  Stock
stated on the certificate.


STOCKHOLDERS SHOULD NOT DESTROY ANY STOCK CERTIFICATES AND SHOULD NOT SUBMIT ANY
CERTIFICATES  TO THE COMPANY OR THE EXCHANGE AGENT UNTIL THEY RECEIVE THE LETTER
OF TRANSMITTAL REFERRED TO ABOVE.


                                       46
<PAGE>
No Appraisal Rights

No appraisal rights are available under the Delaware General  Corporation Law or
under our certificate of incorporation or bylaws to any stockholder who dissents
from this proposal.  There may exist other rights or actions under state law for
stockholders who are aggrieved by stock reclassifications generally.


Vote Required

The affirmative vote of a majority of the outstanding shares of Common Stock and
convertible  preferred stock (voting on an as-converted  basis together with the
Common  Stock)  that are  entitled to vote and are  represented  in person or by
properly  executed  proxy at the Annual  Meeting,  is  required  to approve  the
amendment  to  our  Certificate  of  Incorporation  as  described  above.  Under
applicable  Delaware law, in determining whether this amendment has received the
requisite number of affirmative votes,  abstentions and broker non-votes will be
counted and will have the same effect as a vote against the proposal.


YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE AMENDMENT
OF THE COMPANY'S  CERTIFICATE OF INCORPORATION TO RECLASSIFY THE COMPANY'S CLASS
A AND CLASS B COMMON STOCK AS A SINGLE CLASS OF COMMON STOCK.

                                       47
<PAGE>
     PROPOSAL 4: AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION TO
      INCREASE THE COMPANY'S AUTHORIZED COMMON STOCK TO 100,000,000 SHARES


On May 2, 2002 your Board of Directors  approved an  amendment to the  Company's
Certificate of  Incorporation  to increase our authorized  Common Stock from its
current level of 20,000,000  shares to an aggregate of 100,000,000  shares.  The
complete text of the proposed amendment is set forth in Section 4(a) of Appendix
B to this proxy statement.

Reasons for the Proposed Increase

The Company currently has authorized Common Stock (of all classes) of 20,000,000
shares.  As of September 24, 2004, a total of 10,664,207  shares of Common Stock
were  outstanding and the Company had the following  obligations to issue Common
Stock:

     o    10,787,686  shares  in  connection  with  the  potential  exercise  of
          outstanding stock options and warrants;

     o    1,175,000  shares  in  connection  with the  potential  conversion  of
          outstanding Series A Preferred Stock;

     o    26,037,600  shares in  connection  with the  potential  conversion  of
          outstanding  Series B and C Preferred  Stock issued to Cedric Kushner,
          our  President,   James  DiLorenzo,   our  Executive  Vice  President,
          Treasurer and  Secretary,  and  Livingston  (note,  however,  that the
          holders of the outstanding  shares of this preferred stock have agreed
          to refrain from  converting this stock until the Company has increased
          its authorized  Common Stock in an amount sufficient to accommodate to
          accommodate all of its existing commitments to issue Common Stock);

     o    12,965,418  shares of Common  Stock to be  issued in  connection  with
          various stock based compensation  agreements  including debt financing
          convertible to common stock,  stock issued for  compensation and stock
          issued in lieu of interest on debt financing;

     o    $1,462,350 in convertible  debt that are convertible to  approximately
          3,400,000 shares of Common Stock to be issued; and

     o    In addition,  the Company wishes to reserve 1,000,000 shares of Common
          Stock in  connection  with its 2002 Stock Option Plan (See  Proposal 8
          below).

The Company will need a total of approximately 68 million shares of Common Stock
in order to be able to honor these various obligations.

In addition to the obligations to issue Common Stock described  above, the Board
of Directors  believes  that it is in the best  interests of the Company and its
stockholders  for the Company to have a  reasonable  reserve of  authorized  but
unissued  shares of Common Stock in order to allow for future  stock  issuances.
The Board of Directors  proposes to create a reserve of approximately 32 million
shares  through  the  increase  in our  authorized  Common  Stock to 100 million
shares.

The  additional  shares  of  Common  Stock  described  above  will  enhance  our
flexibility in connection with possible  future  actions,  such as stock splits,
stock  dividends,  acquisitions  of property and securities of other  companies,
financings,  and other corporate purposes. In particular, the Company intends to
seek  additional  equity  financing  of up to  $5,000,000  in 2004  through  the
issuance  of  additional   shares  of  Common  Stock,   preferred  stock  and/or
convertible promissory notes; however, as of the date hereof we have been unable
to secure  additional  equity  financing The Board of Directors  will  determine
whether,  when and on what terms the  issuance of shares of Common  Stock may be
warranted  in  connection  with  any of the  foregoing  purposes.  The  Board of
Directors  believes that it is beneficial to the Company to have the  additional
shares  available for such purposes  without delay or the necessity of a special
meeting of  stockholders.  Other than the  obligations  and planned  fundraising
referred to above, the Company has no immediate plans, arrangements, commitments
or  understandings  with  respect to the  issuance of any  additional  shares of
Common Stock.

If this Proposal 4 is approved,  all or a portion of the newly authorized shares
of Common  Stock may be issued  without  any  further  stockholder  actions  and
without first offering these shares to the Company's  existing  stockholders for
purchase.  Any issuance of these shares,  other than on a pro-rata  basis to all
stockholders,  would  reduce  each  stockholder's  percentage  interest  in  the
Company.

The Board of Directors is not proposing the increase in the authorized shares of
our Common  Stock  with the  intention  of using the  shares  for  anti-takeover
purposes.  It is possible,  however, that the additional shares could be used in
the future to discourage an attempt to acquire or take control of the Company.

If this  Proposal  4 is not  approved  then the  Company  would  have to  refund
approximately $5 million to convertible note holders.


                                       48
<PAGE>
Vote Required

The affirmative vote of a majority of the outstanding shares of Common Stock and
convertible  preferred stock (voting on an as-converted  basis together with the
Common  Stock)  that are  entitled to vote and are  represented  in person or by
properly  executed  proxy at the Annual  Meeting,  is  required  to approve  the
amendment  to  our  Certificate  of  Incorporation  as  described  above.  Under
applicable  Delaware law, in determining whether this amendment has received the
requisite number of affirmative votes,  abstentions and broker non-votes will be
counted and will have the same effect as a vote against the proposal.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE "FOR" THE AMENDMENT
OF  THE  COMPANY'S  CERTIFICATE  OF  INCORPORATION  TO  INCREASE  THE  COMPANY'S
AUTHORIZED SHARES OF COMMON STOCK TO 100,000,000 SHARES


Company Stock Option Plans

We  currently   maintain  two  stock  option  plans,   the  1996  Incentive  and
Non-Qualified  Stock Option Plan and the 1998 Incentive and Non-Qualified  Stock
Option Plan. As discussed below in Proposal 7, we are currently seeking to adopt
an additional stock option plan, the 2002 Stock Option Plan.


Description of the 1996 Incentive and Non-Qualified Stock Option Plan

The 1996  Incentive  and  Non-Qualified  Stock Option Plan (the "1996 Plan") was
designed to provide  additional  incentive  to present and future  officers  and
other  employees  of the  Company  and to certain  other  individuals  providing
services to or acting as directors of the Company or any subsidiary by providing
them with the opportunity to acquire or increase their  proprietary  interest in
the Company through the acquisition of shares of our Common Stock. The 1996 Plan
provides  for the  issuance of  incentive  stock  options  within the meaning of
Section 422 of the Code ("Incentive  Options") and  non-qualified  stock options
("Nonqualified Options" and together with the Incentive Options, the "Options").

The 1996 Plan is  administered  by the Board of  Directors  of the Company  (the
"Board")  and  provides  that the total  amount of Common  Stock with respect to
which Options may be granted shall not exceed 1,100,000  shares.  If the Company
effects a subdivision or consolidation of shares or other capital  readjustment,
the payment of a stock dividend, or other increase or reduction of the number of
shares of outstanding Common Stock, without receiving  compensation therefore in
money,  services or property,  the class and aggregate number of shares that may
be subject to Options granted under the 1996 Plan shall be subject to adjustment
or substitution as provided therein.

The Board has the  discretion  to  determine  the  persons to whom  Options  are
granted  (although  Incentive  Options  may  only be  granted  to  officers  and
employees),  the number of shares to be  covered  by each  Option and the option
price.  Although  Nonqualified  Options  may  be  issued  at  any  option  price
determined by the Board, the option price for Incentive  Options will be no less
than the fair market value of the Common  Stock on the date an Incentive  Option
is granted (or 110% of the fair market value in the case of persons  holding 10%
or more of the combined voting power of all classes of stock of the Company). In
addition,  the  aggregate  fair  market  value  (as of the date of grant) of all
shares of Common  Stock  with  respect  to which  Incentive  Stock  Options  are
exercisable  for the first time by any  optionee  during a given  calendar  year
cannot exceed  $100,000 for such calendar year.  Options  become  exercisable as
provided  by the Board and shall  become  null and void upon the  occurrence  of
certain  conditions as determined by the Board,  including the  expiration of no
more than 10 years after the date of the grant (or five (5) years in the case of
Incentive  Options granted to persons holding 10% or more of the combined voting
power of all classes of stock of the Company).

Options may be  exercised  upon  delivery by the  optionee of written  notice of
exercise and tender of full payment in (a) cash,  certified check, bank draft or
postal or express  money order  payable to the Company,  or (b) with the Board's
consent,  other shares of Common Stock of the Company having a fair market value
equal to the Option price of such  shares,  or (c) with the Board's  consent,  a
combination of (a) and (b).

In the event of a merger,  consolidation or sale of the Company (for purposes of
this paragraph,  the "Transaction")  that does not result in a change of control
(as more specifically defined in the 1996 Plan), each optionee shall be entitled
to  receive  in lieu of the  shares of Common  Stock as to which the  Option was
exercisable   immediately  prior  to  the  Transaction  (for  purposes  of  this
paragraph,  the  "Shares"),  the  number  and  class of shares of stock or other
securities,  cash or property  to which the  optionee  would have been  entitled
pursuant  to  the  terms  of  the  Transaction  if  immediately   prior  to  the
Transaction,  the optionee  had been the holder of record of the Shares.  In the
event  that the  stockholders  of the  Company do not retain at least 50% of the
voting power of the Company upon the  consummation of the  Transaction,  (i) the
optionee shall be entitled to the same rights as in a Transaction  that does not
result in a change of control,  or (ii) the Options may become  fully vested and
exercisable  in  full  prior  to the  effective  date  of the  Transaction  upon
reasonable notice of the acceleration  that to the extent not so exercised,  the
Options will be cancelled immediately prior to the effective date.

                                       49
<PAGE>
The Board has the  discretion to determine the  termination  date of the Options
and therefore,  may provide that a Non-Qualified Option shall terminate prior to
its expiration date.  Incentive  Options  generally  terminate on the earlier to
occur of: (i) the  expiration  date of the  Option,  (ii)  immediately  upon the
termination  of the  optionee's  employment  relationship  with the Company "for
cause"  (as  defined in the 1996  Plan),  or (iii)  thirty  days  following  the
termination of the optionee's employment  relationship with the Company "without
cause" (as defined in the 1996 Plan).  If the optionee  dies while in the employ
of the Company and prior to the expiration of such optionee's  Incentive Option,
the  Incentive  Option  shall  terminate  on the  earlier  to  occur  of (i) the
expiration  date of the  Option,  or (ii)  180 days  following  the date of such
death.  If the optionee  shall retire in good  standing from the Company or as a
result of disability,  the Incentive  Option shall terminate upon the earlier to
occur of (i) the expiration  date of the Option,  or (ii) 90 days after the date
of such retirement or disability.

Options  generally  may not be  assigned,  pledged,  hypothecated  or  otherwise
transferred  by the  optionee  other  than by will or the  laws of  descent  and
distribution. The 1996 Plan further provides that during an Optionee's lifetime,
Options  shall  be  exercisable  only by the  Optionee.  The  1996  Plan  became
effective  on  September  4, 1996 and Options may not be granted  under the 1996
Plan after  September 4, 2006. The 1996 Plan provides that it will terminate (i)
when the total amount of the Common  Stock with respect to which  Options may be
granted shall have been issued upon the exercise of Options or (ii) by action of
the Board as provided therein.

Description of the 1998 Incentive and Non-Qualified Stock Option Plan

The 1998  Incentive  and  Non-Qualified  Stock Option Plan (the "1998 Plan") was
designed to provide  additional  incentive  to present and future  officers  and
other  employees  of the  Company  and to certain  other  individuals  providing
services to or acting as directors of the Company or any subsidiary by providing
them with the opportunity to acquire or increase their  proprietary  interest in
the Company through the acquisition of shares of our Common Stock. The 1998 Plan
provides for the issuance of Incentive Options and Nonqualified Options.

The 1998  Plan is  administered  by  either  the full  Board of  Directors  (the
"Board") or if appointed by the Board,  a committee  consisting  of at least two
Disinterested  Directors  (as  defined  therein)  (in  either  case,  the  "Plan
Administrator").  The Plan  Administrator  has the  discretion  to determine the
persons to whom  Options are  granted  (although  Incentive  Options may only be
granted to officers and  employees),  the number of shares to be covered by each
Option and the option  price.  The 1998 Plan  provides  that the total amount of
Common  Stock with  respect  to which  Options  may be granted  shall not exceed
800,000 shares.  If the Company effects a subdivision or consolidation of shares
or  other  capital  readjustment,  the  payment  of a stock  dividend,  or other
increase or reduction of the number of shares of the  outstanding  Common Stock,
without receiving  compensation  therefore in money,  services or property,  the
class and  aggregate  number of shares  that may be subject  to Options  granted
under the 1998 Plan shall be subject to adjustment or  substitution  as provided
therein.

Although  Nonqualified  Options may be issued at any option price  determined by
the Plan  Administrator,  the option price for Incentive Options will be no less
than the fair market  value of the Common Stock on the date an Option is granted
(or 110% of fair market value in the case of persons  holding 10% or more of the
combined voting power of all classes of stock of the Company). In addition,  the
aggregate  fair  market  value (as of the date of grant) of all  shares of stock
issuable to an optionee pursuant to Incentive  Options which become  exercisable
in a given calendar year cannot exceed $100,000 for such calendar year.  Options
become  exercisable as provided by the Plan  Administrator and shall become null
and void upon the  occurrence  of certain  conditions  as determined by the Plan
Administrator,  including the expiration of no more than 10 years after the date
of the grant  (or five (5) years in the case of  Incentive  Options  granted  to
persons holding 10% or more of the combined voting power of all classes of stock
of the Company).

Options may be  exercised  upon  delivery by the  optionee of written  notice of
exercise and tender of full payment in cash or "mature"  common stock,  or, with
the Plan Administrator's consent, in other property or through a broker-assisted
cashless  exercise  mechanism or by such other method as the Plan  Administrator
may determine.

In the event of a merger,  consolidation or sale of the Company (for purposes of
this paragraph,  the "Transaction") that does not result in a change of control,
each optionee shall be entitled to receive in lieu of the shares of Common Stock
as to which the Option was exercisable immediately prior to the Transaction (for
purposes of this  paragraph,  the  "Shares"),  the number and class of shares of
stock or other  securities,  cash or property to which the  optionee  would have
been entitled  pursuant to the terms of the Transaction if immediately  prior to
the  Transaction,  the optionee had been the holder of record of the Shares.  In
the event that the stockholders of the Company do not retain at least 50% of the
voting power of the Company upon the consummation of the Transaction, either (i)
the optionee shall be entitled to the same rights as in a Transaction  that does
not result in a change of control,  (ii) the Options may become fully vested and
exercisable  in full from and after a date prior to the  effective  date of such
Transaction, or (iii) the Company may cancel outstanding Options upon reasonable
notice to the optionees.

                                       50
<PAGE>
The Board has the  discretion to determine the  termination  date of the Options
and therefore,  may provide that a Non-Qualified Option shall terminate prior to
its expiration date.  Incentive  Options  generally  terminate on the earlier to
occur of: (i) the  expiration  date of the  Option,  (ii)  immediately  upon the
termination  of the  optionee's  employment  relationship  with the Company "for
cause"  (as  defined in the 1998  Plan),  or (iii)  thirty  days  following  the
termination of the optionee's employment  relationship with the Company "without
cause" (as defined in the 1998 Plan).  If the optionee  dies while in the employ
of the Company and prior to the expiration of such optionee's  Incentive Option,
the  Incentive  Option  shall  terminate  on the  earlier  to  occur  of (i) the
expiration  date of the  Option,  or (ii)  180 days  following  the date of such
death.  If the optionee  shall retire in good  standing from the Company or as a
result of  disability,  the  Incentive  Stock  Option shall  terminate  upon the
earlier to occur of (i) the expiration date of the Option, or (ii) 90 days after
the date of such retirement or disability.

Options  generally  may not be  transferred  other  than by will or the  laws of
descent  and  distribution.  The 1998  Plan  further  provides  that  during  an
optionee's  lifetime,  Options shall be  exercisable  only by the optionee.  The
delivery of Common Stock pursuant to the exercise of an Option granted under the
1998 Plan is subject to the  satisfaction  by the optionee of all applicable tax
withholding  requirements  by  remitting  cash to the  Company or by other means
approved by the Plan Administrator.

The 1998 Plan became  effective  on June 25, 1998 and Options may not be granted
under the 1998 Plan after June 25,  2008.  The 1998 Plan  provides  that it will
terminate  (i) when the total  amount of the Common  Stock with respect to which
Options may be granted  shall have been  issued upon the  exercise of Options or
(ii) by action of the Board as  provided  therein.  The 1998 Plan also  provides
that it may be  amended  or  terminated  at any time by the Plan  Administrator,
provided that no such amendment or termination shall be made without stockholder
approval if such  approval  is  necessary  to comply with any tax or  regulatory
requirement applicable to the 1998 Plan.


The  following  table  sets forth  information  concerning  the issued  options,
weighted  average exercise prices and remaining shares available under, the 1996
Plan and the 1998 Plan.
<TABLE>
<CAPTION>
                                                                                              Number of securities remaining
                                 Number of securities to                                      available for future issuance
                                 be issued upon exercise      Weighted-average exercise       under stock option plans
                                 of outstanding options       price of outstanding options    (excluding securities reflected
                                 warrants and rights (a)      warrants and rights (b)         in column (a) and (c)
                                ----------------------------------------------------------------------------------------------
<S>                                <C>                              <C>                           <C>
Stock option plans approved
by our stockholders                159,666                          $0.86                           -

Stock option plans not
approved by our stockholders       149,000                           1.43                          N/A

</TABLE>
Financial Information

Financial information includes:

     (i)  CKP's audited  consolidated balance sheets for the year ended December
          31, 2003 and December 31, 2002,  audited  consolidated  statements  of
          operations  for the years ended  December  31, 2003 and 2002,  audited
          consolidated  statements of stockholders'  deficit for the years ended
          December 31, 2003 and 2002,  consolidated statements of cash flows for
          the years ended  December 31, 2003 and 2002, the related notes thereto
          and the  reports  of  Wolinetz,  Lafazan &  Company,  PC  (Wolinetz  &
          Lafazan) and Marcum & Kliegman LLP ("Marcum & Kliegman") dated May 24,
          2004 and June 4, 2003, respectively.

     (ii) the Company's  unaudited condensed  consolidated  balance sheets as of
          June  30,  2004,  unaudited  condensed   consolidated   statements  of
          operations  for the nine month period  ended June 30, 2004,  unaudited
          condensed  consolidated  statements  of cash  flows for the nine month
          period  ended  June  30,  2004,   the  related  notes   thereto,   and
          Management's  Discussion  and  Analysis  of  Financial  Condition  and
          Results of Operations contained in our Quarterly Report on Form 10-QSB
          for our quarterly  period ended June 30, 2004 are hereby  incorporated
          herein by reference.

We are delivering with this Proxy Statement  copies of our 2003 Annual Report on
Form 10-KSB and our  Quarterly  Report on FORM 10-QSB for the quarter ended June
30, 2004.


                                       51
<PAGE>

       PROPOSAL 5: AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION
       AND BY-LAWS TO REPLACE THE COMPANY'S CLASSIFIED BOARD OF DIRECTORS
                    WITH A NON-CLASSIFIED BOARD OF DIRECTORS

On May 2, 2002 your Board of  Directors  approved  amendments  to the  Company's
Certificate  of  Incorporation  and By-Laws to replace the Company's  classified
Board of Directors with a non-classified Board of Directors.  The complete texts
of the  proposed  amendments  are set forth in  Section 6 of  Appendix B to this
proxy  statement  (with respect to the proposed  amendment to the Certificate of
Incorporation) and Section 2 of Appendix C to this proxy statement (with respect
to the proposed amendment to the By-Laws).


Current Board Structure and Proposed Declassification

Our Certificate of Incorporation and By-Laws currently provide that the Board of
Directors  is divided into three  classes,  with the number of Directors in each
class  being as nearly  equal as  possible.  Each  Director  currently  serves a
three-year  term and  Directors  for one of the three  classes are elected  each
year. If this Proposal 5 is approved by our stockholders,  the stockholders will
elect the entire membership of our Board of Directors at the Annual Meeting,  to
hold office until our 2003 annual meeting of stockholders and,  thereafter,  the
entire Board of Directors  will be elected at each annual  meeting for a term of
one year.


Reasons for the Proposed Declassification of the Board of Directors

Because it imposes a three-year cycle for Director turnover,  a classified board
impedes a company's  ability to  overhaul  its  management  as and when it deems
appropriate.  This type of structure,  with its inherent complexity,  is, in the
opinion of the Board of  Directors,  neither  necessary  nor  advisable  for the
efficient  administration  of a  small-capitalization  corporation  such  as the
Company.  Moreover,  the  existence of a classified  board limits the ability of
stockholders to exercise influence over a company by changing its Directors, and
may discourage proxy contests in which  stockholders have an opportunity to vote
for a competing  slate of  nominees.  The  election of  directors is the primary
avenue for stockholders to influence  corporate  governance policies and to hold
management accountable for the implementation of those policies.

In considering the arguments made above,  stockholders should recall that Cedric
Kushner,  our President,  and James  DiLorenzo,  our Executive  Vice  President,
Treasurer and Secretary, are currently members of the Board of Directors and are
also nominees for  re-election  to the Board of Directors at the Annual  Meeting
(See  Proposal 1 above).  Messrs.  Kushner  and  DiLorenzo  are the two  largest
beneficial  owners of our Common Stock,  and,  together,  hold almost 71% of the
aggregate voting power of all of our outstanding  voting  securities  having the
right to vote on the election of directors. Accordingly, the amendments proposed
in  this  Proposal  5 will  not  provide  our  minority  stockholders  with  the
opportunity to replace  Messrs.  Kushner and DiLorenzo as Directors or executive
officers  of the  Company.  Moreover,  the voting  power of Messrs.  Kushner and
DiLorenzo  will  allow them to  determine  whether  or not other  Directors  are
replaced.

Stockholders  should also note that our Certificate of Incorporation and By-Laws
currently provide that the Company's Directors may only be removed for "cause, "
and with the vote of at least  two-thirds  of the  outstanding  shares of Common
Stock and convertible  preferred stock (voting on an as-converted basis together
with the Common  Stock).  Under  Delaware  law,  the term  "cause" is  extremely
limited,  applying to behavior  constituting  gross  negligence  or  intentional
misconduct. We are not proposing to amend these provisions, which will remain in
effect. Accordingly, the amendments proposed in this Proposal 5 will not provide
our  minority  stockholders  with the  opportunity  to replace  Directors of the
Company unless they have engaged in conduct justifying their removal for "cause"
as defined above.


Vote Required

The  affirmative  vote of a supermajority  of seventy-five  percent (75%) of the
outstanding shares of Common Stock and convertible preferred stock (voting on an
as-converted basis together with the Common Stock) that are entitled to vote and
are  represented in person or by properly  executed proxy at the Annual Meeting,
is required to approve the amendments to our  Certificate of  Incorporation  and
By-Laws as  described  above.  Under  applicable  Delaware  law, in  determining
whether  these  amendments  have received the  requisite  number of  affirmative
votes,  abstentions and broker  non-votes will be counted and will have the same
effect as a vote against the proposal.


YOUR  BOARD  OF  DIRECTORS  UNANIMOUSLY  RECOMMENDS  THAT  YOU  VOTE  "FOR"  THE
AMENDMENTS OF THE COMPANY'S  CERTIFICATE OF INCORPORATION AND BY-LAWS TO REPLACE
THE  COMPANY'S  CLASSIFIED  BOARD OF  DIRECTORS  WITH AN  UNCLASSIFIED  BOARD OF
DIRECTORS

                                       52
<PAGE>


       PROPOSAL 6: AMENDMENT OF THE COMPANY'S CERTIFICATE OF INCORPORATION
         AND BY-LAWS TO PERMIT THE COMPANY'S STOCKHOLDERS TO TAKE ACTION
                     BY WRITTEN CONSENT IN LIEU OF A MEETING

On May 2, 2002 your Board of Directors  approved an  amendment to the  Company's
Certificate of Incorporation and By-Laws to permit the Company's stockholders to
take action by written  consent in lieu of a meeting.  The complete texts of the
proposed  amendments  are set forth in  Section 5 of  Appendix  B to this  proxy
statement  (with  respect  to  the  proposed  amendment  to the  Certificate  of
Incorporation) and Section 1 of Appendix C to this proxy statement (with respect
to the proposed amendment to the By-Laws).


Reasons for Permitting Stockholder Action by Written Consent

Delaware law provides that, unless a corporation's  certificate of incorporation
provides otherwise, any action which could be taken at a meeting of stockholders
can be taken without a meeting (and without  prior notice or a formal vote),  if
written  consent for that action is obtained  from the holders of shares  having
sufficient  voting  power  to  approve  the  action.   However,   the  Company's
Certificate of Incorporation and By-Laws currently  prohibit  stockholder action
by written consent. The Board of Directors believes that it is beneficial to the
Company  to have the  ability  to take  action  requiring  the  approval  of the
stockholders efficiently and without the delay and expense involved in calling a
meeting of stockholders. Accordingly, the Board of Directors has determined that
it is in  the  best  interest  of  the  Company  and  its  stockholders  if  the
prohibitions  on action by written  consent are removed from the  Certificate of
Incorporation and By-Laws.

In considering the arguments made above,  stockholders should recall that Cedric
Kushner,  our President,  and James  DiLorenzo,  our Executive  Vice  President,
Treasurer and  Secretary,  are the two largest  beneficial  owners of our Common
Stock, and, taken and,  together,  hold almost 71% of the aggregate voting power
of all our outstanding voting securities.  Accordingly,  the amendments proposed
in this  Proposal  6  would  allow  Messrs.  Kushner  and  DiLorenzo  to  render
stockholder  approval for an action by executing a written  consent  executed by
them without holding a meeting and allowing  dissenting  stockholders to express
their  opinions  regarding  the  proposed  actions.  However,  the  Exchange Act
requires that,  following any such action,  the Company send each stockholder an
information  statement describing the action and explaining the reasons why such
action was taken, as well as its consequences.


Vote Required

The  affirmative  vote of a supermajority  of seventy-five  percent (75%) of the
outstanding shares of Common Stock and convertible preferred stock (voting on an
as-converted basis together with the Common Stock) that are entitled to vote and
are  represented in person or by properly  executed proxy at the Annual Meeting,
is required to approve the amendment to our  Certificate  of  Incorporation  and
By-Laws as  described  above.  Under  applicable  Delaware  law, in  determining
whether  these  amendments  have received the  requisite  number of  affirmative
votes,  abstentions and broker  non-votes will be counted and will have the same
effect as a vote against the proposal.


YOUR  BOARD  OF  DIRECTORS  UNANIMOUSLY  RECOMMENDS  THAT  YOU  VOTE  "FOR"  THE
AMENDMENTS OF THE COMPANY'S  CERTIFICATE OF INCORPORATION  AND BY-LAWS TO PERMIT
THE  COMPANY'S  STOCKHOLDERS  TO TAKE  ACTION BY  WRITTEN  CONSENT  IN LIEU OF A
MEETING


                                       53
<PAGE>

          PROPOSAL 7: ADOPTION OF THE COMPANY'S 2002 STOCK OPTION PLAN

On May 2, 2002 your Board of Directors  approved  the adoption of the  Company's
2002  Stock  Option  Plan  (the  "2002  Plan"),   subject  to  approval  of  our
stockholders.  The principal  provisions of the 2002 Plan are summarized  below.
This  summary is not  complete and is qualified in its entirely by the terms and
provisions of the 2002 Plan.  The complete text of the 2002 Plan is set forth in
Appendix D to this proxy statement.


Reasons for Adopting the 2002 Plan

The purpose of the 2002 Plan is to create an  employment  incentive by providing
an opportunity to selected  officers,  directors,  employees and consultants who
are  important  to the success and growth of the  business of the Company to own
shares of Common Stock.  1,000,000  Common Stock are to be reserved for issuance
under the 2002  Plan.  The 2002 Plan  provides  that  options  may be granted to
officers,  directors,  key  employees  and  consultants  of the  Company and its
subsidiaries,  regardless  of whether such persons  otherwise  hold or have held
options  or  similar  awards  under  the  2002  Plan or any  other  plan.  It is
anticipated that options will be granted primarily to management and supervisory
level employees, including executive officers.

Approval  of  the  2002  Plan  is  required  in  order  to  (a)  allow  for  the
qualification  of  options  granted  under the 2002  Plan  ("Plan  Options")  as
incentive  stock  options  under  Section  422 of the Code and (b) to the extent
applicable,   assure  that  Plan   Options  are   qualified   "performance-based
compensation"  and thereby exempt from the  application of Section 162(m) of the
Code.  The 2002 Plan will  supplant the  Company's  1996 and 1998  Incentive and
Non-Qualified  Stock  Option  Plans,  and,  upon  approval of the 2002 Plan,  no
additional stock options will be issued pursuant to the 1996 and 1998 Plans.


Description of the 2002 Plan

The 2002 Plan will be administered by either the full Board of Directors or such
committee of Directors as the full Board of Directors may form in the future for
such  purpose  (in  either  case,  the  "Plan   Administrator").   If  the  Plan
Administrator  is  constituted  as a committee,  it will be  structured so as to
allow for the issuance of Incentive Options within the meaning of Section 422(b)
of the Code,  although both Incentive  Options and  Nonqualified  Options may be
issued pursuant to the 2002 Plan. The Plan  Administrator  has the discretion to
determine the persons to whom options are granted  (although  Incentive  Options
may only be  granted  to  officers  and  employees),  the number of shares to be
covered by each option and the option price.

Although  Nonqualified  Options may be issued at any option price  determined by
the Plan  Administrator,  the option price for Incentive Options will be no less
than the fair market  value of the Common Stock on the date an option is granted
(or 110% of fair market value in the case of persons  holding 10% or more of the
combined  voting power of all classes of stock of the Company).  The fair market
value of Common Stock on July 25, 2002, as  determined  in  accordance  with the
2002 Plan, was  approximately  $1.00 per share. In addition,  the aggregate fair
market  value (as of the date of grant) of all  shares of stock  issuable  to an
optionee  pursuant to  Incentive  Options  which become  exercisable  in a given
calendar year cannot  exceed  $100,000 for such calendar  year.  Options  become
exercisable as provided by the Plan Administrator and shall become null and void
upon  the   occurrence   of  certain   conditions  as  determined  by  the  Plan
Administrator,  including the expiration of no more than 10 years after the date
of the grant  (or five (5) years in the case of  Incentive  Options  granted  to
persons holding 10% or more of the combined voting power of all classes of stock
of the Company).

Plan Options may be exercised upon delivery by the optionee of written notice of
exercise and tender of full payment in cash or "mature"  common stock,  or, with
the Plan Administrator's consent, in other property or through a broker-assisted
cashless  exercise  mechanism or by such other method as the Plan  Administrator
may determine.

At the discretion of the Plan Administrator, in the event of a Change of Control
of the Company,  as defined in the 2002 Plan (see  Appendix D), (i) Plan Options
may become  fully vested and  exercisable  in  accordance  with the terms of the
relevant option grant, (ii) the Company may cancel outstanding Plan Options upon
reasonable  notice to the optionees  (cancellation may also be effected on these
terms in connection with the liquidation of the Company) or (iii) if the Company
is not the  surviving  entity  in such  Change  of  Control,  arrange  with such
surviving entity for the assumption of each outstanding option granted under the
2002 Plan or the substitution of an equivalent option or right.


                                       54
<PAGE>
Subject to the  limitations  of the 2002 Plan,  the maximum  number of shares of
Common Stock  reserved for Plan Options and the number of shares of Common Stock
represented by a Plan Option shall be subject to adjustment or substitution,  as
determined by the Plan Administrator in its sole discretion, as to the number or
price of a share of stock subject to such options (A) in the event of changes in
the  outstanding  Common  Stock or in the  capital  structure  of the Company by
reason of stock or  extraordinary  cash dividends,  stock splits,  reverse stock
splits,    recapitalizations,    reorganizations,    mergers,    consolidations,
combinations,  exchanges, or other relevant changes in capitalization  occurring
after  the date of grant of any  option  or (B) in the  event of any  change  in
applicable laws or any change in circumstances  which results in or would result
in any  substantial  dilution  or  enlargement  of the  rights  granted  to,  or
available for,  persons  granted options under the 2002 Plan, or which otherwise
warrants equitable  adjustment because it interferes with the intended operation
of the 2002 Plan.

Unless otherwise  provided in any Option agreement,  the unexercised  portion of
any  Option  shall  generally  terminate  on the  earlier to occur of: (i) three
months after the termination of the optionee's employment with the Company (with
the  exception  of (a)  termination  "for  cause" (as  defined  therein),  (b) a
disability (as defined therein), or (c) death of the optionee); (ii) immediately
upon the  optionee's  termination  for cause or if the  optionee  shall file any
lawsuit or arbitration claim against the Company or any subsidiary; (iii) twelve
months  following the  termination of the  optionee's  employment by reason of a
disability;  and (iv) twelve  months  after the  termination  of the  optionee's
employment by reason of death or as otherwise provided therein.

Plan Options  generally may not be transferred other than by will or the laws of
descent and  distribution,  or, in the case of  Nonqualified  Options,  upon the
prior written  consent of the Plan  Administrator.  The delivery of Common Stock
pursuant to the exercise of an option  granted under the 2002 Plan is subject to
the satisfaction by the optionee of all applicable tax withholding  requirements
by  remitting  cash to the  Company  or by  other  means  approved  by the  Plan
Administrator.

The 2002 Plan  provides that it will  terminate,  unless  earlier  terminated as
provided  therein,  on June 20, 2012. The 2002 Plan also provides that it may be
amended or  terminated at any time by the Plan  Administrator,  provided that no
such amendment or termination shall be made without stockholder approval if such
approval  is  necessary  to  comply  with  any  tax  or  regulatory  requirement
applicable to the 2002 Plan  (including as necessary to prevent the Company from
being  denied a tax  deduction  on account of  Section  162(m) of the Code).  In
addition, no such amendments or termination may impair the rights of an optionee
with respect to existing Plan Options without the consent of that optionee.

Option Grants Under the 2002 Plan

Because  awards  to be  granted  in the  future  under  the 2002 Plan are at the
discretion  of the Plan  Administrator,  it is not  possible  to  determine  the
benefits or amounts  which will be received in the future under the 2002 Plan by
our directors, executive officers or other employees.

Certain Federal Tax Consequences

The following is a summary of material  federal income tax  consequences  to the
optionees  and the Company of the grant of options  under the 2002 Plan and does
not purport to be  complete.  It does not discuss any state,  local,  foreign or
minimum  income  or  other  tax  consequences.  The  discussion  is based on the
provisions  of the United States  federal  income tax law as of the date hereof,
which is  subject  to change  retroactively  as well as  prospectively.  The tax
treatment  of an  optionee  may vary  depending  upon the  particular  facts and
circumstances of that optionee.  Each  prospective  optionee is urged to consult
with his or her own tax  advisors  with respect to the  consequences  of holding
options under the 2002 Plan.

If an option is granted to an optionee in accordance  with the terms of the 2002
Plan,  no income will be  recognized  by such optionee at the time the option is
granted.  Generally,  on exercise of a Nonqualified  Option, the amount by which
the fair market  value of the shares of the Common Stock on the date of exercise
exceeds the  purchase  price of such  shares will be taxable to the  optionee as
ordinary  income.  The  disposition  of  shares  acquired  upon  exercise  of  a
Nonqualified  Option under the 2002 Plan will ordinarily  result in long-term or
short-term capital gain or loss (depending on the length of time that the option
or underlying stock has been held) in an amount equal to the difference  between
the amount  realized on such  disposition  and the sum of the purchase price and
the amount of ordinary income  recognized in connection with the exercise of the
Nonqualified Option.

                                       55
<PAGE>
Pursuant to currently  applicable rules under Section 16(b) of the Exchange Act,
the grant of an option (and not its  exercise) to a person who is subject to the
reporting and short-swing profit provisions under Section 16 of the Exchange Act
(a "Section  16 Person")  begins a  six-month  period of  potential  short-swing
liability.  The  taxable  event  for the  exercise  of an  option  that has been
outstanding at least six months  ordinarily will be the date of exercise.  If an
option is exercised  by a Section 16 Person  within six months after the date of
grant, however, taxation ordinarily will be deferred until the date which is six
months  after the date of grant,  unless the person has filed a timely  election
pursuant  to  Section  83(b) of the  Code to be  taxed on the date of  exercise.
However,  the  six  month  period  of  potential  short-swing  liability  may be
eliminated  if the  option  grant (a) is  approved  in  advance  by the Board of
Directors (or a committee composed solely of two or more non-employee directors)
or (b) is  approved  in  advance,  or  subsequently  ratified  by the  Company's
stockholders   no  later  than  the  next   annual   meeting  of   stockholders.
Consequently,  the taxable  event for the  exercise of an option that  satisfies
either of the conditions  described in clauses (a) or (b) above will be the date
of exercise.

Generally,  on exercise of an Incentive  Option,  an optionee will not recognize
any income and the Company will not be entitled to a deduction for tax purposes.
However,  the difference between the purchase price and the fair market value of
the shares of Common Stock received on the date of exercise will be treated as a
positive  adjustment in determining  alternative  minimum taxable income and the
optionee  may be subject to the  alternative  minimum tax.  The  disposition  of
shares  acquired upon  exercise of an Incentive  Option under the 2002 Plan will
ordinarily result in long-term or short-term  capital gain or loss (depending on
the length of time that the option or underlying stock has been held).

Generally,  however, if the optionee disposes of shares of Common Stock acquired
upon exercise of an Incentive Option within two years after the date of grant or
within one year after the date of exercise, the optionee will recognize ordinary
income in the amount of the excess of the fair market value of the shares on the
date of exercise over the purchase price (or, in certain circumstances, the gain
on sale,  if less).  Any  excess of the  amount  realized  by the  holder on the
disposition  of such shares over the fair market value of the shares on the date
of exercise of the incentive option will ordinarily constitute capital gain.

If an option is exercised  through the use of Common Stock  previously  owned by
the optionee, such exercise (i) will generally have the same tax consequences as
if the  option  had been  exercised  with  cash and (ii)  generally  will not be
considered a taxable  disposition of the  previously  owned shares and, thus, no
gain or loss will be recognized  with respect to such shares upon such exercise.
Upon such  exercise,  shares  received by the  optionee,  equal in number to the
previously  surrendered  shares,  will  have the same  tax  basis as the  shares
surrendered  to the Company and will have a holding  period  that  includes  the
holding  period of the  shares  surrendered.  Shares  received  in excess of the
number  of  shares  surrendered  have a zero  basis  and have a  holding  period
beginning on the date of exercise.  However, if the previously owned shares were
acquired on the exercise of an  Incentive  Option or other  tax-qualified  stock
option and the holding period  requirement for those shares was not satisfied at
the time they were used to  exercise  an  option,  such use would  constitute  a
disqualifying  disposition  of such  previously  owned  shares  resulting in the
recognition of ordinary income (but, under proposed  Treasury  Regulations,  not
any additional  capital gain) in the amount  described  above.  If any otherwise
qualifying Incentive Option becomes first exercisable in any one year for shares
having a value in excess of $100,000  as of the grant  date,  the portion of the
option in  respect of such  excess  shares  will be  treated  as a  nonqualified
option.


Vote Required

The affirmative vote of a majority of the outstanding shares of Common Stock and
convertible  preferred stock (voting on an as-converted  basis together with the
Common  Stock)  that are  entitled to vote and are  represented  in person or by
properly  executed  proxy at the Annual  Meeting,  is  required  to approve  the
adoption of our 2002 Stock  Option Plan as  described  above.  Under  applicable
Delaware  law, in  determining  whether this proposal has received the requisite
number of affirmative  votes,  abstentions and broker  non-votes will be counted
and will have the same effect as a vote against the proposal.


YOUR BOARD OF DIRECTORS UNANIMOUSLY  RECOMMENDS THAT YOU VOTE "FOR" THE ADOPTION
OF THE COMPANY'S 2002 STOCK OPTION PLAN

                                       56
<PAGE>

                PROPOSAL 8: RATIFICATION OF INDEPENDENT AUDITORS

Your  Board of  Directors  has  designated  Wolinetz,  Lafazan &  Company,  P.C.
("Wolinetz & Lafazan")  as the  Company's  independent  auditor for the last and
current  fiscal  year.  Marcum &  Kliegman,  LLP  ("Marcum")  was the  Company's
independent   auditor  for  the  fiscal  year  ended   December   31,   2002.  A
representative  of Wolinetz & Lafazan will be available at the meeting to answer
stockholder questions. We do not expect a representative of Marcum & Kliegman to
be available during the meeting.


Prior Auditors

On July 22, 2003,  Cedric  Kushner  Promotions,  Inc. (the  "Company")  notified
Marcum & Kliegman LLP ("Marcum"),  its independent public accountants,  that the
Company was terminating  its services,  effective as of that date. The Company's
Board of Directors,  Chairman of the Audit  Committee  and the outside  Director
members of the Audit Committee recommended and approved such decision.

Marcum was engaged as the Company's  independent auditor on April 4, 2003. Since
that date and any subsequent  interim periods preceding the date of resignation,
the  Company  and  Marcum  had no  disagreements  on any  matter  of  accounting
principles or practices,  financial statement  disclosure,  or auditing scope or
procedure,  which  disagreement,  if not resolved to the satisfaction of Marcum,
would have caused them to make reference in connection with their opinion to the
subject matter of the  disagreement  in connection  with any report Marcum might
have issued. Furthermore, none of Marcum's reports on the Company's consolidated
financial  statements  contained an adverse opinion,  disclaimer of opinion,  or
modification  or  qualification  of opinion,  except that Marcum's report on the
consolidated  financial statements for the year ended December 31, 2002 contains
an explanatory  paragraph  indicating that there is substantial  doubt as to the
Company's ability to continue as a going concern. In addition, to the foregoing,
on May 20, 2003, at  approximately  9:45 p.m., the Company filed its Form 10-KSB
for the  period  ended  December  31,  2002  with the  Securities  and  Exchange
Commission.  Prior to making its filing, BDO Seidman, LLP ("BDO"), the Company's
former  auditor,  informed the Company that all of their  comments on the 10-KSB
must be addressed  prior to filing or the Company would not have their  approval
to include  BDO's  opinion on the December 31, 2001 audit.  Also,  prior to such
filing,  Marcum orally  advised the Company and confirmed said  conversation  by
transmitting  an e-mail to the Company,  that was  electronically  dated at 6:46
p.m.,  that they had not had the  opportunity  to review the latest draft of the
Company's Form 10-KSB and as such were not in a position to authorize the filing
with  the   inclusion  of  their  audit   opinion.   Prior  to  and  after  such
communications,  the Company  and  representatives  of Marcum and BDO  continued
their efforts to address any outstanding comments that were required to complete
the audit of the Company's  consolidated  financial statements and to obtain the
approval of said  accountants  in connection  with the filing of the Form 10-KSB
and to the inclusion of their reports therein.

Thereafter,  on May 21,  2003,  both Marcum and BDO  notified  the Company  that
certain of their  requested  comments  and  changes  that were  provided  to the
Company  were not  included  in the  filing  that was  made.  In  addition,  the
accountants also notified the Company that they had not provided their approvals
with respect to said filing,  and that they did not  authorize  the inclusion of
their reports with respect to the Company's consolidated financial statements.

In light  of the  foregoing,  the  Company  undertook  a  review  of the  events
surrounding  the filing,  and has concluded that the filing was made without the
authority  and  approval  of the  accountants.  In  addition,  the  Company  has
concluded that, in accordance with its filing and other  disclosure  obligations
under the  Securities  Exchange Act of 1934,  it was in the best interest of all
parties  concerned to prepare and file a Form 10-KSB/A which omits the auditors'
reports contained in the original Form 10-KSB filed on May 20, 2003.

An amended  Form  10-KSB/A  was filed on May 23, 2003 without the reports of the
Company's independent certified public accountants with respect to the Company's
consolidated  financial statements.  In addition,  the Company filed Form 8-K on
the same day.  Further,  the  Company  began  aggressively  seeking  to have the
amended report reviewed by the  accountants and to have the accountants  provide
any additional  comments required to complete their reports and to provide their
approvals in connection with the filing.

A further  and final  amended  Form  10-K/SB was filed on June 27, 2003 with the
reports of the Company's  independent  certified public accountants with respect
to the Company's consolidated financial statements.


Engagement of Present Auditors

On July 24,  2003,  the Company  engaged  Wolinetz & Lafazan as its  independent
public  accountants.  The Company did not  previously  consult  with  Wolinetz &
Lafazan regarding any matter, including but not limited to:

     o    the application of accounting  principles to a specified  transaction,
          either completed or proposed;  or the type of audit opinion that might
          be rendered on the Company's financial statements; or

                                       57
<PAGE>
     o    any matter that was either the subject  matter of a  disagreement  (as
          defined  in Item  304(a)(1)(iv)  of  Regulation  S-B  and the  related
          instructions) or a reportable  event (as defined in Item  304(a)(1)(v)
          of Regulation S-B).

Wolinetz & Lafazan's principal function as our independent  auditors is to audit
the consolidated financial statements of the Company and in connection with that
audit to review certain  related  quarterly and other periodic  filings with the
Commission.

Vote Required

Although  stockholder action on this matter is not required,  the appointment of
Wolinetz & Lafazan as our auditors is being  recommended to the stockholders for
ratification.  Pursuant to  applicable  Delaware  law, the  ratification  of the
appointment of our auditors  requires the  affirmative  vote of the holders of a
majority of the shares of Common Stock and  convertible  preferred stock (voting
on an  as-converted  basis  together with the Common Stock) that are entitled to
vote and are present or represented by proxy at the Annual Meeting.  Abstentions
and broker  non-votes  will be counted  and will have the same  effect as a vote
against this proposal.

YOUR BOARD OF DIRECTORS UNANIMOUSLY  RECOMMENDS THAT YOU VOTE "FOR" RATIFICATION
OF THE  APPOINTMENT OF BDO SEIDMAN,  LLP TO SERVE AS THE COMPANY'S  AUDITORS FOR
THE CURRENT FISCAL YEAR.


                                       58
<PAGE>


                                  MISCELLANEOUS

Amendment and Restatement of Certificate of Incorporation

If  Proposals  2 through 8 in this  Proxy  Statement  are duly  approved  by our
stockholders,  we will amend and restate our Certificate of Incorporation in its
entirety to incorporate  the amendments  set forth in these  proposals,  and all
prior  amendments  still in effect,  into a single  document for ease of use and
reference.

Matters To Be Presented at the 2003 Annual Meeting of Stockholders

Any  qualified  stockholder  wishing to make a proposal  to be acted upon at the
next Annual Meeting of Stockholders must submit such proposal,  to be considered
by the  Company  for  inclusion  in the proxy  statement,  to the Company at its
principal  office,  1414 Avenue of the Americas,  Suite 406, New York, NY 10019,
Attention: James DiLorenzo,  Executive Vice President,  Secretary and Treasurer,
not later than October 31, 2004.

Other Matters

As of the date of this proxy  statement,  the management of the Company knows of
no matters  other than those stated  above that are likely to be brought  before
the Annual Meeting. However, if any matters not now known come before the Annual
Meeting,  the persons named in the enclosed  proxy card are expected to vote the
shares  represented by such proxy on such matters in accordance  with their best
judgment.

THE COMPANY ENCOURAGES ALL STOCKHOLDERS TO PROMPTLY SIGN AND RETURN THE ENCLOSED
PROXY CARD TO AVOID COSTLY  SOLICITATION.  YOU CAN SAVE THE COMPANY CONSIDERABLE
EXPENSE BY SIGNING AND RETURNING YOUR PROXY CARD AT ONCE.

By Order of Your Board of Directors,



James DiLorenzo
Executive Vice President, Treasurer and Secretary

                                       59
<PAGE>

                                   Appendix A

                              AMENDED AND RESTATED

                          AGREEMENT AND PLAN OF MERGER

                                  BY AND AMONG

                                ZENASCENT, INC.,

                              ZENASCENT NEWCO INC.,

                           CEDRIC KUSHNER BOXING, INC

                        CEDRIC KUSHNER PROMOTIONS, LTD.,

                                 CEDRIC KUSHNER

                                       AND

                                 JAMES DILORENZO

                          DATED AS OF FEBRUARY 21, 2002


                                      A-1
<PAGE>

                                   Appendix B

                           Proposed Amendments to the
                          Certificate of Incorporation
                       of Cedric Kushner Promotions, Inc.

In  Proposals  2, 3, 4, 5, 6, 7 and 8 in this  proxy  statement,  your  Board of
Directors  has  recommended  that you vote in  favor  of the  amendments  to the
Company's Certificate of Incorporation set forth below.

1. Amendment to Article Third

Article Third of the Certificate of Incorporation currently reads as follows:

THIRD:  The purpose for which the  Corporation  is organized is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation  Law of the State of  Delaware,  including  without  limitation  the
design, marketing and manufacture of golf equipment, apparel and accessories.

If Proposal 3 in this proxy statement is approved by our  stockholders,  Article
Third of the Certificate of Incorporation would instead read as follows:

THIRD:  The purpose for which the  Corporation  is organized is to engage in any
lawful act or activity for which corporations may be organized under the General
Corporation Law of the State of Delaware.

2. Replacement of Current Article Fourth

(a) Replacement of the first paragraph of Article Fourth.

(i) The first  paragraph of Article Fourth of the  Certificate of  Incorporation
currently reads as follows:

FOURTH:  The  Corporation is authorized to issue three classes of capital stock,
one of which is  designated  as Class A Common  Stock,  $.01 par value per share
("Class A Common  Stock"),  the second of which is  designated as Class B Common
Stock,  $.01 par value per share ("Class B Common Stock" and  collectively  with
the  Class A  Common  Stock,  the  "Common  Equity")  and the  third of which is
designated as Preferred Stock, $.01 par value per share (the "Preferred Stock").
The total number of all shares of capital stock which the corporation shall have
authority to issue is 25,000,000  shares,  consisting  of  15,000,000  shares of
Class A Common  Stock,  5,000,000  shares of Class B Common Stock and  5,000,000
shares of Preferred  Stock.  The Preferred Stock may be issued from time to time
in one or more series as set forth in Section (b) of this  Article  FOURTH.  The
following is a statement of the  designations  and the powers,  preferences  and
rights of, and the qualifications,  limitations and restrictions  applicable to,
each class of capital stock of the Corporation.

(ii)  If  Proposals  4 and  5 in  this  proxy  statement  are  approved  by  our
stockholders,  the first  paragraph of the Article Fourth of the  Certificate of
Incorporation would instead read as follows:

FIFTH:  The Corporation is authorized to issue two classes of capital stock, one
of which is designated  as common  stock,  par value $.01 per share (the "Common
Stock")1 and the other of which is designated as preferred stock, par value $.01
per share (the  "Preferred  Stock").  The total  number of all shares of capital
stock which the  corporation  shall have  authority  to issue is one hundred and
five  million   (105,000,000)   shares,   consisting  of  one  hundred   million
(100,000,000)  shares of Common  Stock2 and five million  (5,000,000)  shares of
Preferred  Stock.  The Preferred Stock may be issued from time to time in one or
more series as set forth in Section (b) of this Article FIFTH.  The following is
a statement of the designations  and the powers,  preferences and rights of, and
the  qualifications,  limitations and restrictions  applicable to, each class of
capital stock of the Corporation.

(b) Replacement of Section (a) of Article Fourth.

(i) Section (a) of Article Fourth of the Certificate of Incorporation  currently
reads as follows:

(a) Class A Common Stock and Class B Common Stock:

(1)  General.  The shares of Class A Common Slack and Class B Common Stock shall
be identical in all respects and shall have equal rights and privileges,  except
a expressly  set forth in this Article  FOURTH.  All shares of the common stock,
$.01 par  value per  share,  issued  and  outstanding  immediately  prior to the
effective  time  of  this  Amendment  (the  "Existing   Common   Shares")  shall
automatically,  without any action on the part of the holder of' Existing Common
Shares,  become an equal number of shares of Class A Common Stock, except to the
extent that the  Corporation  shall enter into a written  agreement  with one or
more  stockholders  for the  exchange of a specified  number of Existing  Common
Shares  into  shares of Class B Common  Stock.

                                      B-1
<PAGE>
(2)  Voting.  Holders  of Class A Common  Stock  and  Class B Common  Stock  are
entitled to one vote for each share held at all  meetings of  stockholders.  The
number of authorized shares of Class A Common Stock and Class B Common Stock may
be  increased  or  decreased  (but not below the number of shares  thereof  then
outstanding) by the affirmative vote of the holders of a majority of the capital
stock of the Corporation entitled to vote voting as a single class, irrespective
of the  provisions of Section  242(b)(2) of the General  Corporation  Law of the
State of Delaware.

1 The reclassification of our Class A Common Stock and Class B Common Stock as a
single class of Common  Stock would occur if Proposal 4 in this proxy  statement
were to be approved by our stockholders.

2 The increase in our authorized Common Stock to 100,000,000  shares would occur
if Proposal 4 in this proxy statement were to be approved by our stockholders.

(3)  Dividends.  Dividends  may be declared and paid on Class A Common Stock and
Class B  Common  Stock  from  funds  lawfully  available  therefor,  as and when
determined  by the board of directors and subject to any  preferential  dividend
rights  of any  series  of  Preferred  Stock  than  outstanding;  provided  that
identical   dividends  or   distributions   per  share  are  declared  and  paid
concurrently  upon the shares of Class A Common Stock and Class B Common  Stock.
In the  case  of  distributions  payable  in  shares  of  Common  Equity  of the
Corporation,  only  shares of Class A Common  Stock  shall he  distributed  with
respect to Class A Common Stock and only shares of Class B Common Stock shall be
distributed  with respect to Class B Common  Stock.  In the case of dividends or
other distributions  consisting of securities  convertible into, or exchangeable
for, or  options,  warrants or other  rights to  purchase  Common  Equity of the
Corporation, the Corporation shall provide that such convertible or exchangeable
securities or such options.  warrants or other rights to convert into,  exchange
for or purchase  Common Equity shall be for shares of Class A Common  Stock,  in
the case of holders of Class A Common Stock, and shares of Class B Common Stock,
in the case of holders of Class B Common  Stock but shall in all other  respects
be identical.

(4) Stock Split. Combinations and the Like. Neither the Class A Common Stock nor
the Class B Common Stock shall be split,  combined or  subdivided  unless at the
same time there shall be a  proportionate  split,  combination or subdivision of
such other class,

(5) Liquidation. Upon the dissolution or liquidation of the Corporation, whether
voluntary  or  involuntary,  holders of Class A Common  Stock and Class B Common
Stock  will be  entitled  to  receive  ratably  all  assets  of the  Corporation
available for  distribution to stockholders of the  Corporation,  subject to any
preferential rights of any series of Preferred Stock then outstanding.

(6) Automatic  Conversion.  Each outstanding share of Class B Common Stock shall
automatically be converted into a share of Class A Common Stock upon the earlier
to occur of (i) October 31, 2000 and (ii) such time as the closing price for the
Class A Common  Stock on the Nasdaq  Stock  Market  (or,  if the Class A. Common
Stock is not traded on the Nasdaq Stock Market the principle  market or exchange
on which such shares are traded,  if any) shall equal or exceed  $8.00 per share
for a period of ten (10) consecutive trading days.  Following any such automatic
conversion, the share or shares of Class B Common Stock so converted shall cease
to be outstanding,  notwithstanding  the fact that the holder or holders may not
have  surrendered  the  certificate or  certificates  representing  such Class B
Common  Stock  for  conversion,  and  such  certificate  or  certificates  shall
thereafter  represent  solely the right to receive a certificate or certificates
for Class A Common Stock  issuable on  conversion of the Class B Common Stock so
convened, upon surrender of such certificate or certificates to the Corporation,
of the certificate or certificates for the Class B Common Stock so converted.

(7) Reservation of Shares.  The Corporation  shall at all times reserve and keep
available  out of the  authorized  and unissued  shares of Class A Common Stock,
solely for the purposes of effecting the conversion of the  outstanding  Class B
Common Stock,  such number of shares of Class A Common Stock as shall front time
to time be sufficient to effect conversion of all outstanding  shares of Class B
Common Stock.

(8)  Retirement  of Class B Common  Stock.  Each  share of Class B Common  Stock
issued  by the  Corporation,  if  reacquired  by  the  Corporation  (whether  by
repurchase.  conversion into Class A Common Stock or otherwise)  shall upon such
reacquisition, be retired and may not be reissued thereafter.

(ii) If Proposal 4 in this proxy statement is approved by our stockholders,  the
current Article Fourth of the Certificate of Incorporation  would be replaced by
a new Article Fifth, Section (a) of which would read as follows:

(b) COMMON STOCK

(1) Voting. Holders of Common Stock are entitled to one vote for each share held
at all meetings of stockholders. The number of authorized shares of Common Stock
may be increased or decreased  (but not below the number of shares  thereof then
outstanding) by the affirmative vote of the holders of a majority of the capital
stock of the Corporation entitled to vote voting as a single class, irrespective
of the  provisions of Section  242(b)(2) of the General  Corporation  Law of the
State of Delaware.

                                      B-2
<PAGE>
(2)  Dividends.  Dividends  may be declared  and paid on Common Stock from funds
lawfully  available  therefor,  as and when determined by the board of directors
and subject to any preferential dividend rights of any series of Preferred Stock
then outstanding.

(3) Liquidation. Upon the dissolution or liquidation of the Corporation, whether
voluntary  or  involuntary,  holders of Common Stock will be entitled to receive
ratably all assets of the Corporation available for distribution to stockholders
of the  Corporation,  subject  to any  preferential  rights  of  any  series  of
Preferred Stock then outstanding.

4. Amendment to Article Fifth

Article Fifth of the Certificate of Incorporation currently reads as follows:

FIFTH:  Stockholders  of the  Corporation  may not take any  action  by  written
consent in lieu of a meeting.  Business  transacted  at any  special  meeting of
stockholders  shall be limited to matters  relating  to the  purpose or purposes
stated in the notice of the general meeting.

If Proposal 7 in this proxy statement is approved by our  stockholders,  Article
Fifth of the Certificate of Incorporation  would be removed from the Certificate
of Incorporation.

5. Amendments to Article Sixth

Paragraphs (c) through (e) of Article Sixth of the Certificate of  Incorporation
currently read as follows:

(c) CLASSES OF DIRECTORS

The board of directors shall be divided into three classes,  consisting of Class
I,  Class II and  Class  III.  No class of  directors  shall  have more than one
director  more than any other class.  If a fraction is contained in the quotient
arrived at by dividing the  designated  number of directors by three,  then,  if
such fraction is one-third, the extra director shall be a member of Class I, and
if such fraction is two-thirds,  one of the extra directors shall be a member of
Class I and one of the extra  directors shall be a member of Class II, except as
otherwise may be provided from time to time by the board of directors.

(d) TERMS OF OFFICE

Each  director  shall  serve for a term  ending on the date of the third  annual
meeting  following  the  annual  meeting  at which such  director  was  elected;
provided, that each initial director in Class I shall serve for a term ending on
the date of the annual meeting of stockholders in 1999, each initial director in
Class II shall  serve for a term  ending on the date of the  annual  meeting  of
stockholders  in 2000 and each  initial  director in Class III shall serve for a
term  ending  on the date of the  annual  meeting  of  stockholders  in 2001 and
provided further that the term of each director shall be subject to the election
and  qualification  of a successor to such  director  and to the earlier  death,
resignation or removal of such director.

(e) ALLOCATION OF DIRECTORS  AMONG CLASSES UPON CHANGES IN AUTHORIZED  NUMBER OF
DIRECTORS

In the event of any increase or decrease in the authorized  number of directors,
(1) each  director  then  serving  shall  continue as a director of the class of
which  such  director  is a  member  and (2) the  newly  created  or  eliminated
directorships  resulting  from such increase or decrease shall be apportioned by
the board of directors among the three classes of directors so as to ensure that
no one class has more than one director more than any other class. To the extent
possible,  consistent with the foregoing,  any newly created directorships shall
be added to those  classes  whose  terms of office  are to expire at the  latest
dates following such allocation and any newly eliminated  directorships shall be
subtracted  from  those  classes  whose  terms of  offices  are to expire at the
earliest dates  following such  allocation,  except as otherwise may be provided
from time to time by the board of directors.

If  Proposal  6 in  this  proxy  statement  is  approved  by  our  stockholders,
paragraphs  (c) through (e) of the current  Article Sixth of the  Certificate of
Incorporation  would be  replaced  with  the  following  paragraph  (c) of a new
Article Seventh:

(c) TERMS OF OFFICE

Each  director  shall serve for a term ending on the date of the annual  meeting
following the annual meeting at which such director was elected;  provided, that
the term of each director shall be subject to the election and  qualification of
a successor to such director and to the earlier death, resignation or removal of
such director.

                                      B-3
<PAGE>
                                   Appendix C

                               Proposed Amendments
                                 to the By-Laws
                       of Cedric Kushner Promotions, Inc.

In  Proposals  6 and 7 in this  proxy  statement,  your Board of  Directors  has
recommended  that you vote in favor of the  amendments to the Company's  By-Laws
set forth below.

1. Removal of Section 3.16

Section 3.16 of the By-Laws currently reads as follows:

3.16 Action Without  Meetings.  Stockholders  may not take any action by written
consent in lieu of a meeting.

If Proposal 7 in this proxy  statement  is approved  by our  stockholders,  this
Section 3.16 would be removed from the By-Laws.

2. Amendment of Sections 4.4 and 4.5

Sections 4.4 and 4.5 of the By-Laws currently read as follows:

4.4 Classes of  Directors.  The board of  directors  shall be divided into three
classes,  consisting  of Class I, Class II and Class III. No class of  directors
shall have more than one director  more than any other  class.  If a fraction is
contained  in the  quotient  arrived at by  dividing  the  designated  number of
directors by three,  then,  if such fraction is  one-third,  the extra  director
shall be a member of Class I, and if such  fraction  is  two-thirds,  one of the
extra  directors  shall be a member  of Class I and one of the  extra  directors
shall be a member of Class II,  except as otherwise may be provided from time to
time by the board of directors.


                                      C-1
<PAGE>
4.5 Terms of Office.  Each director shall serve for a term ending on the date of
the third annual meeting following the annual meeting at which such director was
elected;  provided that each initial  director in Class I shall serve for a term
ending on the date of the annual meeting of  stockholders  in 1999, each initial
director  in Class II shall  serve for a term  ending on the date of the  annual
meeting of  stockholders  in 2000 and each  initial  director in Class III shall
serve for a term  ending on the date of the annual  meeting of  stockholders  in
2001 and provided further that the term of each director shall be subject to the
election and  qualification  of a successor to such  director and to the earlier
death, resignation or removal of such director.

If  Proposal 6 in this proxy  statement  is approved  by our  stockholders,  the
current  Sections 4.4 and 4.5 of the By-Laws  would be replaced by the following
new Section 4.4:

4.4 Terms of Office.  Each director shall serve for a term ending on the date of
the annual  meeting  following  the annual  meeting at which such  director  was
elected;  provided,  that the term of each  director  shall  be  subject  to the
election and  qualification  of a successor to such  director and to the earlier
death, resignation or removal of such director.

<PAGE>
                                   Appendix D


                                    CKP, INC.

                             2002 STOCK OPTION PLAN

1. Purpose. The purpose of this Plan is to advance the interests of CKP, Inc., a
Delaware  corporation  (the  "Company"),  and its  Subsidiaries  by providing an
additional  incentive to attract and retain qualified and competent  persons who
provide  management  services and upon whose efforts and judgment the success of
the Company and its Subsidiaries is largely dependent, through the encouragement
of stock ownership in the Company by such persons.

2.  Definitions.  As used  herein,  the  following  terms shall have the meaning
indicated:

(a) "Authorized Amount" shall have the meaning set forth in
Section 3.

(b) "Board" shall mean the Board of Directors of the Company.

(c) "Cause" shall mean an Optionee's  willful  misconduct,  gross  negligence or
willful and material breach of his or her employment  agreement with the Company
or a Subsidiary.

(d) "Change in Control" shall mean:

(i) Any of the following transactions or occurrences:
(A) unless subsequently rescinded or unconsummated, approval by the stockholders
of the  Company  of a  reorganization,  merger,  consolidation  or other form of
corporate  transaction or series of transactions,  in each case, with respect to
which persons who were the stockholders of the Company immediately prior to such
reorganization, merger or consolidation or other transaction do not, immediately
thereafter,  own more than 50% of the  combined  voting  power  entitled to vote
generally  in  the  election  of  directors  of  the   reorganized,   merged  or
consolidated  company,  in substantially the same proportions as their ownership
immediately  prior  to  such  reorganization,  merger,  consolidation  or  other
transaction; (B) a liquidation or dissolution of the Company; or (C) the sale of
all or substantially all of the assets of the Company;

(ii) The  cessation for any reason of  individuals  who, as of the date on which
the Option is granted hereof,  constitute the Board (the "Incumbent  Board"), to
constitute at least a majority of the Board, provided that any person becoming a
director  subsequent to the date on which the Option was granted whose election,
or nomination for election by the Company's stockholders, was approved by a vote
of at least a majority of the directors  then  comprising  the  Incumbent  Board
(other than an election or nomination of an individual whose initial  assumption
of  office  is in  connection  with an actual  or  threatened  election  contest
relating to the election of the

Directors  of the Company,  as such terms are used in Rule 14a-11 of  Regulation
14A under the Exchange Act) shall be, for purposes of this Agreement, considered
as though such person were a member of the Incumbent Board; or

(iii) The  acquisition  (other than from the  Company) by any person,  entity or
"group," within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act,
of more than 50% of either the then  outstanding  shares of the Company's Common
Stock or the combined  voting power of the  Company's  then  outstanding  voting
securities entitled to vote generally in the election of directors  (hereinafter
referred to as the ownership of a "Controlling  Interest"),  excluding, for this
purpose,  any  acquisitions  by (A) the  Company  or its  Subsidiaries,  (B) any
person,  entity or  "group"  that as of the date on which the  Option is granted
owns beneficial  ownership  (within the meaning of Rule 13d-3  promulgated under
the Exchange Act) of a Controlling  Interest or (C) any employee benefit plan of
the Company or its Subsidiaries.

(e) "Code" shall mean the Internal Revenue Code of 1986, as amended.

(f)  "Committee"  shall mean the  committee  appointed by the Board  pursuant to
Section 13(a) hereof, or, if such committee is not appointed, the full Board.

(g) "Common  Stock" shall mean the Company's  Common  Stock,  par value $.01 per
share.

(h) "Company" shall mean CKP, Inc., a Delaware corporation.

(i) "Director" shall mean a member of the Board.

(j) "Effective Date" shall mean ___________ ___, 2002.

                                      D-1
<PAGE>
(k) "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

(l) "Fair Market Value" of a Share on any date of reference  shall mean,  (i) if
the  Stock is listed on a  national  securities  exchange,  the  average  of the
highest  and lowest  sale  prices  reported  as having  occurred  on the primary
exchange with which the Stock is listed and traded on such date, or, if there is
no such sale on that date,  then on the last preceding date on which such a sale
was  reported;  (ii) if the  Stock  is not  listed  on any  national  securities
exchange but is quoted on the National Market System of the National Association
of  Securities  Dealers  Automated  Quotation  System  ("NASDAQ") on a last sale
basis,  the average between the high bid price and low ask price reported on the
date prior to such date, or, if there is no such sale on that date,  then on the
last preceding  date on which a sale was reported;  (iii) if the Common Stock is
neither listed on any national  securities exchange nor quoted on NASDAQ, but is
traded  over-the-counter,  the mean of the bid and asked prices per share on the
date of grant of the option;  and (iv) in all other cases, the amount determined
by the Committee in good faith to be the fair market value of such Share.

(m) "ISO" shall mean an incentive  stock option as defined in Section 422 of the
Code. (n) "NQO" shall mean an Option that is not an ISO.

(o) "Officer" shall mean the Company's Chairman of the Board,  President,  Chief
Executive Officer,  principal financial officer,  principal  accounting officer,
any  vice-president  of the  Company  in charge of a  principal  business  unit,
division or  function  (such as sales,  administration  or  finance),  any other
officer who performs a policy-making  function, or any other person who performs
similar policy-making functions for the Company.  Officers of Subsidiaries shall
be deemed Officers of the Company if they perform such  policy-making  functions
for the Company. As used in this paragraph,  the phrase "policy-making function"
does not include policy-making  functions that are not significant.  If pursuant
to Item 401(b) of Regulation  S-B under the  Securities  Act of 1933, as amended
(17 C.F.R.  ss.  228.401(b))  the Company  identifies a person as a "significant
employee,"  the person so  identified  shall be deemed an "Officer"  even though
such  person  may  not  otherwise  be an  "Officer"  pursuant  to the  foregoing
provisions of this paragraph.

(p) "Option"  (when  capitalized)  shall mean any option to acquire Common Stock
granted under this Plan.

(q) "Option  Agreement"  means an agreement  between the Company and an Optionee
pursuant to which an Option is granted.

(r)  "Optionee"  shall  mean a person to whom an Option is granted or any person
who succeeds to the rights of such person pursuant to this Plan.

(s)  "Outside  Director"  shall mean a member of the Board who  qualifies  as an
"outside  director"  under  Section  162(m)  of the  Code  and  the  regulations
thereunder and as a "Non-Employee  Director" under Rule 16b-3 under the Exchange
Act.

(t)  "Outside  Option"  shall  mean an option to  acquire  capital  stock of the
Company  granted  pursuant  to a stock  option plan of the Company or any of its
"subsidiary  corporations"  (as  defined in Section  424 of the Code) other than
this Plan.

(u) "Person" shall mean any individual, corporation,  partnership,  association,
trust or other entity or  organization,  including a  governmental  or political
subdivision or any agency or institution thereof.

(v) "Plan" shall mean this Stock Option Plan.

(w) "Share" shall mean a share of Common Stock.

(x)  "Subsidiary"  shall  mean any  Person  more than 50% of the total  combined
voting power of whose equity  securities is directly or indirectly  owned by the
Company.

3.  Shares  Available  for  Option  Grants.  Subject to  Section  10(a)(i),  the
Committee  may grant to  Optionees  from time to time  Options  to  purchase  an
aggregate of up to 1,000,000 (one million)  authorized and unissued  Shares (the
"Authorized  Amount").  If any Option  granted  under the Plan shall  terminate,
expire,  or be  cancelled  or  surrendered  as to any  Shares,  new  Options may
thereafter be granted covering such Shares.

4. Incentive and Non-Qualified Options.

(a) An Option granted hereunder shall be either an ISO or a NQO as determined by
the  Committee  at the time of grant of such  Option  and  shall  clearly  state
whether it is an ISO or NQO. ISOs may not be granted to any person who is not an
employee of the Company or any Subsidiary.

                                      D-2
<PAGE>

(b) Options  initially  exercisable by an Optionee  during a given calendar year
which would  otherwise  qualify as ISOs hereunder will not be treated as ISOs to
the extent that the Fair Market Value  (determined  as of the grant date) of the
Shares for which such  Options are  exercisable,  together  with the Fair Market
Value of all shares of capital stock for which any Outside Options are initially
exercisable by such Optionee during such calendar year, exceeds $100,000.

5. Conditions for Grant of Options.

(a) Each Option shall be evidenced by an Option  Agreement  that may contain any
term deemed necessary or desirable by the Committee, provided such terms are not
inconsistent with this Plan or any applicable law. Optionees shall be either (i)
regular  employees of, or persons who provide  consulting  or other  services as
independent contractors to, the Company or its Subsidiaries, including Directors
and Officers who are regular employees,  or (ii) Directors who are not employees
of the Company or of any Subsidiaries.

(b) In  granting  Options,  the  Committee  shall  take into  consideration  the
contribution  the  person  has  made  to  the  success  of  the  Company  or its
Subsidiaries  and such  other  factors as the  Committee  shall  determine.  The
Committee   shall  also  have  the   authority   to  consult  with  and  receive
recommendations  from  officers  and  other  personnel  of the  Company  and its
Subsidiaries  with regard to these matters.  In granting Options under the Plan,
the Committee may from time to time  prescribe  such other terms and  conditions
concerning such Options as it deems appropriate,  including, without limitation,
(i) prescribing the date or dates on which the Option becomes exercisable,  (ii)
providing that the Option rights accrue or become  exercisable  in  installments
over a period of years, or upon the attainment of stated goals or both, or (iii)
relating an Option to the  continued  employment of the Optionee for a specified
period of time; provided,  that such terms and conditions are not more favorable
to an Optionee than those expressly permitted herein.

(c) The  Options  granted to  employees  under this Plan shall be in addition to
regular  salaries,  pension,  life insurance or other benefits  related to their
employment with the Company or its Subsidiaries. Neither the Plan nor any Option
granted  under the Plan shall confer upon any person any right to  employment or
continuance of employment by the Company or its Subsidiaries.

(d)  Notwithstanding  any  other  provision  of this  Plan,  an ISO shall not be
granted to any person owning directly or indirectly  (through  attribution under
Section 424(d) of the Code) at the date of grant, stock possessing more than 10%
of the total  combined  voting  power of all classes of stock of the Company (or
any of its "subsidiary  corporations" (as defined in Section 424 of the Code) as
at the date of grant),  unless (i) the exercise price of such Option is at least
110% of the Fair Market  Value of the Shares  subject to such Option on the date
the Option is granted and (ii) such Option by its terms is not exercisable after
the expiration of five years from the date such Option is granted.

6. Exercise Price. The exercise price per Share of any Option shall be any price
determined  by the Committee but shall not be less than the par value per Share;
provided, that in no event shall the exercise price per Share of any ISO be less
than the Fair Market Value of the Shares underlying such Option on the date such
Option is granted.

7. Exercise of Options. An Option shall be deemed exercised when (i) the Company
has received written notice of such exercise in accordance with the terms of the
Option,  (ii) full payment of the aggregate  exercise  price of the Shares as to
which the Option is exercised  has been made,  and (iii)  arrangements  that are
satisfactory  to the  Committee  in its sole  discretion  have been made for the
Optionee's  payment  to the  Company  of the amount  that is  necessary  for the
Company or  Subsidiary  employing  the Optionee to withhold in  accordance  with
applicable Federal or state tax withholding  requirements.  The consideration to
be paid for the Shares to be issued upon  exercise of an Option,  as well as the
method of payment of the exercise  price and of any  withholding  and employment
taxes applicable  thereto,  shall be determined by the Committee and may, in the
discretion  of the  Committee,  consist of: (1) cash,  (2) certified or official
bank check,  (3) money order, (4) Shares that have been held by the Optionee for
at least six (6) months (or such other Shares as the Company determines will not
cause the Company to recognize for a financial  accounting purposes a change for
compensation  expense),  (5) the withholding of Shares issuable upon exercise of
the Option, (6) pursuant to a "cashless  exercise"  procedure,  by delivery of a
properly  executed exercise notice together with such other  documentation,  and
subject  to such  guidelines,  as the Board or the  Committee  shall  require to
effect an  exercise  of the Option  and  delivery  to the  Company by a licensed
broker acceptable to the Company of proceeds from the sale of Shares or a margin


                                      D-3
<PAGE>
loan  sufficient  to pay  the  exercise  price  and  any  applicable  income  or
employment  taxes,  or (7) in such other  consideration  as the Committee  deems
appropriate,  or by a  combination  of the  above.  In the  case of an ISO,  the
permissible  methods of  payment  shall be  specified  at the time the Option is
granted.  The Committee in its sole  discretion  may accept a personal  check in
full or partial payment of any Shares. If the exercise price is paid in whole or
in part with Shares, or through the withholding of Shares issuable upon exercise
of the Option,  the value of the Shares  surrendered  or withheld shall be their
Fair Market Value on the date the Option is  exercised.  The Company in its sole
discretion  may,  on an  individual  basis  or  pursuant  to a  general  program
established in connection with this Plan, lend money to an Optionee, guarantee a
loan to an  Optionee,  or  otherwise  assist  an  Optionee  to  obtain  the cash
necessary to exercise all or a portion of an Option granted  hereunder or to pay
any tax liability of the Optionee attributable to such exercise. If the exercise
price is paid in whole or part with Optionee's  promissory note, such note shall
provide for full recourse to the maker,  (ii) be collateralized by the pledge of
the Shares that the Optionee purchases upon exercise of such Option,  (iii) bear
interest  at a rate not less  than the  prime  rate of the  Company's  principal
lender,  and (iv) contain  such other terms as the Board in its sole  discretion
shall reasonably require.

No Optionee  shall be deemed to be a holder of any Shares  subject to an Option,
or to have any of the rights  associated  with holding  such Shares,  unless and
until a stock  certificate  or  certificates  for such Shares are issued to such
person(s)  under  the  terms  of this  Plan.  No  adjustment  shall  be made for
dividends  (ordinary  or  extraordinary,  whether in cash,  securities  or other
property) or distributions or other rights for which the record date is prior to
the date such stock  certificate  is issued,  except as  expressly  provided  in
Section 10 hereof.

8.  Exercisability  of Options.  Any Option  shall  become  exercisable  in such
amounts, at such intervals and upon such terms as the Committee shall provide in
such Option, except as otherwise provided in this Section 8.

(a) The expiration date of an Option shall be determined by the Committee at the
time of  grant,  but in no event  shall  an  Option  be  exercisable  after  the
expiration of ten (10) years from the date of grant of the Option.

(b) If and to the extent  provided  in any Option  Agreement,  in the event of a
Change in Control,  or in the event that the Committee  exercises its discretion
to provide a cancellation  notice with respect to the Option pursuant to Section
9(b) hereof,  the Committee may, within its  discretion,  accelerate the vesting
and exercisability of any Option.

(c) The Committee may in its sole  discretion  accelerate  the date on which any
Option may be exercised and may  accelerate the vesting of any Shares subject to
any Option or previously acquired by the exercise of any Option.

9. Termination of Option Period.

(a) Unless otherwise provided in any Option agreement,  the unexercised  portion
of any Option shall  automatically  and without notice terminate and become null
and void at the time of the earliest to occur of the following:

(i)  three (3)  months  after the date on which  the  Optionee's  employment  is
terminated  other than by reason of (A) termination  for Cause,  (B) a mental or
physical  disability  (within the meaning of Code Section 22(e)) of the Optionee
as determined by a medical doctor satisfactory to the Committee, or (C) death of
the Optionee;

(ii) immediately upon the termination of the Optionee's employment for Cause;

(iii) twelve (12) months after the date on which the  Optionee's  employment  is
terminated by reason of a mental or physical  disability  (within the meaning of
Section 22(e) of the Code) as determined by a medical doctor satisfactory to the
Committee;

(iv) (A) twelve  (12) months  after the date of  termination  of the  Optionee's
employment  by reason of death of the employee,  or, if later,  (B) three months
after the date on which the Optionee  shall die if such death shall occur during
the one-year period specified in Subsection  9(a)(iii) hereof or the three-month
period specified in Subsection 9(a)(i) hereof ; or

                                      D-4
<PAGE>
(v)  immediately  in the event  that the  Optionee  shall  file any  lawsuit  or
arbitration  claim  against  the  Company  or any  Subsidiary,  or any of  their
respective officers, directors or stockholders.

(b) To the extent not  previously  exercised,  (i) each Option  shall  terminate
immediately  in the event of (A) the  liquidation or dissolution of the Company,
or (B) any  transaction  of the type  described  in clauses  (i) or (iii) of the
definition  of  "Change in  Control"  in Section  2,  unless  the  Company,  its
successor or a parent or subsidiary of such successor  corporation,  assumes the
Option or  substitutes  an equivalent  option or right pursuant to Section 10(c)
hereof,  and (ii) the Committee in its sole  discretion may by written notice (a
"Cancellation Notice") cancel,  effective upon the consummation of any corporate
transaction  described in  Subsection  8(b)(i)  hereof in which the Company does
survive,  any Option that remains  unexercised on such date. The Committee shall
give written notice of any proposed transaction referred to in this Section 9(b)
a  reasonable  period of time  prior to the  closing  date for such  transaction
(which notice may be given either before or after approval of such transaction),
in order  that  Optionees  may have a  reasonable  period  of time  prior to the
closing date of such transaction  within which to exercise any Options that then
are  exercisable  (including  any Options that may become  exercisable  upon the
closing date of such transaction). An Optionee may condition his exercise of any
Option upon the consummation of a transaction referred to in this Section 9(b).

10. Adjustment of Shares.

(a) If at any time  while  the Plan is in  effect  or  unexercised  Options  are
outstanding,  there  shall be any  increase or decrease in the number of issuFed
and  outstanding  Shares through the  declaration of a stock dividend or through
any recapitalization, stock split, stock combination or exchange of Shares, then
and in such event:

     (i) appropriate  adjustment shall be made to the Authorized  Amount and the
     class of securities reserved in connection  therewith,  so that, subsequent
     to such  transaction,  the Authorized Amount shall be equal such number and
     class of  securities  as would  be  distributed  in  connection  with  such
     transaction  to the  holder of a number of Shares  equal to the  Authorized
     Amount immediately prior to such transaction.

     (ii) the Board or the Committee may, in its  discretion,  adjust the number
     of Shares and the  exercise  price per Share  thereof  then  subject to any
     outstanding  Option, so that so that,  subsequent to such transaction,  (A)
     the number of Shares  subject to such Option  shall be equal to such number
     of Shares as would be  distributed in connection  with such  transaction to
     the  holder an of  equivalent  number of Shares  immediately  prior to such
     transaction  and (B) the aggregate  exercise price of the Shares subject to
     such Option shall not be affected by such transaction.

(b) Unless otherwise  provided in any Option, the Committee may change the terms
of Options  outstanding  under this Plan,  with respect to the exercise price or
the number of Shares subject to the Options,  or both,  when, in the Committee's
sole discretion,  such adjustments  become appropriate so as to preserve but not
increase benefits under the Plan.

(c) In the event of a proposed sale of all or substantially all of the Company's
assets or any reorganization,  merger,  consolidation or other form of corporate
transaction  in which the Company does not survive,  where the securities of the
successor  corporation,  or its  parent  company,  are  issued to the  Company's
stockholders,  then  the  successor  corporation  or a parent  of the  successor
corporation  may,  with the consent of the  Committee,  assume each  outstanding
Option  or  substitute  an  equivalent   option  or  right.   If  the  successor
corporation, or its parent, does not cause such an assumption or substitution to
occur, or the Committee does not consent to such an assumption or  substitution,
then each  Option  shall  terminate  pursuant  to Section  9(b)  hereof upon the
consummation of such transaction.

(d) Except as otherwise  expressly  provided herein, the issuance by the Company
of shares of its capital  stock of any class,  or  securities  convertible  into
shares of capital stock of any class, either in connection with a direct sale or
upon  the  exercise  of  rights  or  warrants  to  subscribe  therefor,  or upon
conversion of shares or obligations of the Company  convertible into such shares
or other securities, shall not affect, and no adjustment by reason thereof shall
be made to,  the  number  of or  exercise  price  for  Shares  then  subject  to
outstanding Options granted under the Plan.

                                      D-5
<PAGE>
(e)  Without  limiting  the  generality  of  the  foregoing,  the  existence  of
outstanding  Options  granted  under the Plan shall not affect in any manner the
right or power of the Company to make,  authorize or  consummate  (i) any or all
adjustments,   recapitalizations,   reorganizations  or  other  changes  in  the
Company's capital structure or its business; (ii) any merger or consolidation of
the Company; (iii) any issue by the Company of debt securities,  or preferred or
preference  stock  that would  rank  above the  Shares  subject  to  outstanding
Options;  (iv) the  dissolution  or  liquidation  of the Company;  (v) any sale,
transfer  or  assignment  of all or any part of the  assets or  business  of the
Company;  or (vi) any other  corporate act or  proceeding,  whether of a similar
character or otherwise.

11.  Transferability of Options and Shares. No ISO, and unless the prior written
consent of the  Committee  is obtained  (which  consent may be withheld  for any
reason) and the  transaction  does not violate  the  requirements  of Rule 16b-3
promulgated  under the  Exchange  Act, no NQO,  shall be subject to  alienation,
assignment,  pledge, charge or other transfer other than by the Optionee by will
or the  laws of  descent  and  distribution,  and any  attempt  to make any such
prohibited  transfer shall be void. Each Option shall be exercisable  during the
Optionee's lifetime only by the Optionee,  or in the case of a NQO that has been
assigned or transferred with the prior written consent of the Committee, only by
the permitted assignee.

12. Issuance of Shares.

(a)  Notwithstanding  any other provision of this Plan, the Company shall not be
obligated to issue any Shares  unless it is advised by counsel of its  selection
that it may do so without  violation  of the  applicable  Federal and State laws
pertaining to the issuance of securities, and may require any stock so issued to
bear a legend, may give its transfer agent instructions, and may take such other
steps, as in its judgment are reasonably required to prevent any such violation.

(b) As a  condition  to any sale or  issuance  of Shares  upon  exercise  of any
Option,  the  Committee  may require  such  agreements  or  undertakings  as the
Committee  may deem  necessary or advisable to  facilitate  compliance  with any
applicable law or regulation, including, but not limited to, the following:

(i) a  representation  and warranty by the Optionee to the Company,  at the time
any Option is  exercised,  that the Shares to be issued  pursuant to such Option
are being acquired by the Optionee for investment and not with a view to, or for
sale in connection with, the distribution of any such Shares;

(ii) a  representation,  warranty  and/or  agreement  to be bound by any legends
endorsed upon the certificate(s) for such Shares that are, in the opinion of the
Committee, necessary or appropriate to facilitate compliance with the provisions
of any  corporation or securities  laws deemed by the Committee to be applicable
to the issuance and transfer of such Shares; and

(iii) an agreement  that,  upon the  Company's  request in  contemplation  of an
underwritten offering of the Company's  securities,  the Optionee shall agree in
writing  that for a period of time (not to exceed 180 days)  from the  effective
date of any  registration  of securities  of the Company,  the Optionee will not
sell,  make any short sale of,  loan,  grant any option for the  purchase of, or
otherwise  dispose  of, the Shares  granted  pursuant  to an Option  without the
Company's prior written consent.

13. Administration of the Plan.

(a) The Plan shall be administered by the Committee,  which shall be composed of
two or  more  Directors.  If the  Committee  is not  the  full  Board,  (i)  the
membership of the Committee  shall be  constituted  so as to comply at all times
with the then-applicable  requirements for Outside Directors of Rule 16b-3 under
the Exchange  Act and Section  162(m) of the Code and (ii) the  Committee  shall
serve at the pleasure of the Board and shall have the powers  designated  herein
and such other powers as the Board may from time to time confer upon it.

(b) The Board may grant  Options  pursuant  to this Plan to any  persons to whom
Options may be granted under Section 5(a) hereof.

(c) The  Committee,  from time to time,  may adopt  rules  and  regulations  for
carrying out the purposes of the Plan. The  Committee's  determinations  and its
interpretation and construction of any provision of the Plan or any Option shall
be final and conclusive.

(d) Any and all  decisions  or  determinations  of the  Committee  shall be made
either (i) by a majority  vote of the members of the  Committee  at a meeting or
(ii)  without a meeting by the written  approval of a majority of the members of
the Committee.

                                      D-6
<PAGE>
14.  Withholding or Deduction for Taxes. If at any time specified herein for the
making  of any  issuance  or  delivery  of any  Option  or  Common  Stock to any
Optionee,   any  law  or  regulation  of  any   governmental   authority  having
jurisdiction  in the premises shall require the Company to withhold,  or to make
any  deduction  for, any taxes or take any other action in  connection  with the
issuance  or  delivery  then to be made,  such  issuance  or  delivery  shall be
deferred until such withholding or deduction shall have been provided for by the
Optionee or beneficiary, or other appropriate action shall have been taken.

15. Interpretation.

(a) As it is the intent of the Company that the Plan comply in all respects with
Rule 16b-3  under the  Exchange  Act,  any  ambiguities  or  inconsistencies  in
construction  of the Plan shall be interpreted to give effect to such intention,
and if any  provision  of the Plan is found  not to be in  compliance  with such
Rule,  such  provision  shall be deemed null and void to the extent  required to
permit the Plan to comply with such Rule.  The  Committee  may from time to time
adopt rules and  regulations  under,  and amend,  the Plan in furtherance of the
intent of the foregoing.

(b) The Plan and any Option  agreements  entered into pursuant to the Plan shall
be  administered  and  interpreted  so that all ISOs granted under the Plan will
qualify as ISOs under  Section 422 of the Code.  If any provision of the Plan or
any such Option  agreement  should be held  invalid for the  granting of ISOs or
illegal  for any  reason,  such  determination  shall not affect  the  remaining
provisions  hereof,  but  instead  the Plan and the  Option  agreement  shall be
construed and enforced as if such  provision had never been included in the Plan
or the Option agreement.

(c) This Plan shall be governed by and construed in accordance  with the laws of
the  State of New  York,  without  regard  to the  conflict  of laws  provisions
thereof.

(d)  Headings  contained in this Plan are for  convenience  only and shall in no
manner be construed as part of this Plan.

(e) Any  reference  to the  masculine,  feminine  or  neuter  gender  shall be a
reference to such other genders as is appropriate.

16.  Amendment and  Discontinuation  of the Plan. The Committee may from time to
time amend,  suspend or  terminate  the Plan or any Option;  provided,  however,
that,  any  amendment  to the  Plan  shall be  subject  to the  approval  of the
Company's  stockholders if such stockholder  approval is required by any federal
or state law or regulation (including,  without limitation, Rule 16b-3 under the
Exchange Act, or to comply with Section  162(m) of the Code) or the rules of any
Stock exchange or automated  quotation system on which the Common Stock may then
be listed or granted. Except to the extent provided in Sections 9 and 10 hereof,
no  amendment,  suspension  or  termination  of the  Plan or any  Option  issued
hereunder  shall  substantially  impair the rights or benefits  of any  Optionee
pursuant to any Option previously granted without the consent of such Optionee.

17. Effective Date and Termination Date. The expiration date of the Plan, on and
after  which no Options may be granted,  shall be the tenth  anniversary  of the
Effective Date; provided,  that the administration of the Plan shall continue in
effect  until all  matters  relating  to Options  previously  granted  have been
settled.


                                      * * *

                                       D-7
<PAGE>
                         CEDRIC KUSHNER PROMOTIONS, INC.
                     1414 Avenue of the Americas, Suite 406
                            New York, New York 10019

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
                     FOR THE ANNUAL MEETING OF STOCKHOLDERS

The undersigned hereby appoints Cedric Kushner and James DiLorenzo, or either of
them, as attorneys-in-fact and proxies to vote all shares of common stock, $0.01
par value, of Cedric Kushner Promotions,  Inc., a Delaware corporation which are
outstanding  and issued in the name of the undersigned and which the undersigned
is entitled to vote at the Annual Meeting of  Stockholders to be held on October
25, 2004 at 12:00 p.m.  local time, at the offices of Sichenzia  Ross  Friedman,
Ference,  LLP, 1065 Avenue of the Americas,  New York,  New York 10018,  and any
postponement  or  adjournment  thereof.  The  undersigned  hereby  instructs and
authorizes  these  attorneys-in-fact  to vote the  shares  as  indicated  on the
following pages of this proxy.

The  shares  represented  by this  proxy  will be voted in  accordance  with the
instructions contained on the following pages. If no instructions are given, the
shares will be voted "FOR"  approval of the matters to be voted on at the Annual
Meeting,  as fully described in the Notice of the Annual Meeting of Stockholders
and accompanying  proxy statement,  which the undersigned has received  together
with this form of proxy.

If there is proposed any  adjournment or  postponement  of the Annual Meeting to
permit further  solicitation  of proxies with respect to approval of the matters
to be voted on at the Annual Meeting, the shares will be voted "FOR" adjournment
or postponement  if the shares  represented by this proxy were to be voted "FOR"
approval of the matters to be voted on at the Annual Meeting (including if there
were no specifications), and "AGAINST" adjournment or postponement if the shares
represented by this proxy were to be voted "AGAINST"  approval of the matters to
be voted on at the Annual Meeting.

              (Continued on pages 2 - 4 and to be signed on page 4)

<PAGE>
YOUR BOARD OF DIRECTORS HAS UNANIMOUSLY  DETERMINED THAT THE PROPOSALS DESCRIBED
BELOW ARE IN YOUR BEST INTERESTS AND UNANIMOUSLY  RECOMMENDS THAT YOU VOTE "FOR"
THE DIRECTOR NOMINEES IN PROPOSAL 1 AND "FOR" PROPOSALS 2 THROUGH 9.

Please mark your vote as indicated in the example: /X/

1. A vote to elect two  directors to hold office until the 2005 Annual  Meeting:
01 - Cedric Kushner; 02 - James DiLorenzo;

/ / For All Nominees

/ / Withhold All Nominees

/ / Withhold Authority To Vote For Any Individual Nominee.
                                    (Write Number(s) of Nominees Below)

                                (Use Number Only)

<TABLE>
<CAPTION>

                                                                               FOR      AGAINST         ABSTAIN
<S>                                                                            <C>      <C>              <C>
2.    Amendment of the Company's Certificate of Incorporation to delete any
      reference to the Company's business purpose as relating to golfing
      equipment or apparel.
                                                                               /  /      /  /             /  /

3.    Amendment of the Company's Certificate of Incorporation to reclassify the
      Company's Class A Common Stock and Class B Common Stock as a Single Class
      of Common Stock.
                                                                               /  /      /  /             /  /

              (Continued on pages 3 - 4 and to be signed on page 4)
<PAGE>

                                                                               FOR      AGAINST         ABSTAIN

4.    Amendment of the Company's Certificate of incorporation
      to increase the Company's authorized shares of Common Stock
      to 100,000,000 shares.
                                                                               /  /      /  /             /  /
5.    Amendment of the Company's Certificate of Incorporation
      and By-Laws to replace the Company's classified Board of
      Directors with an unclassified Board of Directors.
                                                                               /  /      /  /             /  /

6.    Amendment of the Company's Certificate of Incorporation
      and By-Laws to permit the Company's stockholders to take
      action by written consent in lieu of a meeting.
                                                                               /  /      /  /             /  /
7.    Adoption of the Company's 2002 Stock Option Plan.
                                                                               /  /      /  /             /  /

8.    Ratification of the appointment of Wolinetz, Lafazan & Company,
      P.C. as independent auditors for the Company for the current
      fiscal year.
                                                                               /  /      /  /             /  /

                     (Continued and to be signed on page 4)



<PAGE>
                                                                               FOR      AGAINST         ABSTAIN
9. To transact such other business as may properly be
      presented at the Annual Meeting or any adjournment or
      postponement thereof.
                                                                               /  /      /  /             /  /

</TABLE>
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO COMPLETE,
DATE,  SIGN AND PROMPTLY  MAIL THIS PROXY CARD IN THE  ENCLOSED  SELF-ADDRESSED,
PREPAID  RETURN  ENVELOPE SO THAT YOUR SHARES CAN BE  REPRESENTED  AT THE ANNUAL
MEETING.

RETURN THIS PROXY CARD IN THE ENCLOSED ENVELOPE.

THIS  PROXY MAY BE REVOKED  PRIOR TO ITS USE.  PLEASE  DATE,  SIGN AND MAIL THIS
PROXY CARD IN THE ENCLOSED ENVELOPE

SIGNATURE(S) OF STOCKHOLDER(S)

                                     DATED:

Please sign exactly as your name appears  hereon.  When shares are held by joint
tenants,  both should sign. When signing as attorney,  executor,  administrator,
trustee or guardian,  please give full title as such. If a  corporation,  please
sign in full  corporate  name by president  or other  authorized  officer.  If a
partnership, please sign in partnership name by authorized person.














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