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Conversion Agreement - CKRUSH, - 5-13-2005

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Conversion Agreement - CKRUSH,  - 5-13-2005 Powered By Docstoc
					EXHIBIT 10.55

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD OR OFFERED
FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
SECURITIES OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE
COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

CONVERSION AGREEMENT

THIS CONVERSION AGREEMENT, dated as of February 15, 2005, is made by and between Cedric
Kushner Promotions, Inc., a corporation ("Company"), and Todd Appelbaum ("Holder").

WHEREAS, the Company issued to Holder those certain Promissory Notes, dated September 19, 2002 and
December 31, 2002 ("Note"); and

WHEREAS, Company and Holder wish to provide for the terms and conditions pursuant to which a portion of
the outstanding balance of the Notes may be converted to common stock, par value .01 per share ("Common
Stock"), of the Company and the remainder of the Notes may be converted into a new Note;

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which the parties
hereby acknowledge, the parties agree as follows:

1. Conversion of Note. The Company and Holder hereby agree that a portion of the outstanding principal
balance of the Notes ("Amount") shall convert into shares of the Company's Common Stock at a per share price
equal to thirty six cents ($.36). The Company and Holder agree that the Amount is seventy five thousand dollars
($75,000) and that upon conversion and the issuance by the Company of (i) 208,333 shares of Common Stock
("Conversion Shares") as full payment of the Amount, (ii) 250,000 shares of Common Stock as a penalty
payment for the excessive period of default ("Penalty Shares") and (iii) creation and execution of a new
promissory note to consolidate the remaining outstanding principal balance of the Notes plus accrued but unpaid
interest ("New Note"), a copy of which is annexed hereto as Exhibit A, of which the Company and Holder agree
equals in the aggregate two hundred thousand dollars ($200,000) with terms to be mutually agreed upon by the
parties., the Company shall be forever released from all its obligations and liabilities under the Notes.

2. Closing. At the Closing, Holder shall deliver the Notes to the Company and the Company shall deliver the
Conversion Shares, the Penalty Shares and the New Note to Holder.

3. Further Assurances. In connection with the conversion of the Note, the Holder, by entering into this
Conversion Agreement, agrees to execute all agreements and other documents as reasonably requested by the
Company.

4. Investor Representations and Warranties and Covenants~. The Holder represents, warrants and covenants to
the Company as follows:

a, No Registration. Such Holder understands that the Note, the Conversion Shares and the Interest Shares have
not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act") by
reason of a specific exemption from the registration provisions of the Securities Act, the availability of which
depends upon, among other things, the bona fide nature of the investment intent and the accuracy of such
Holder's representations as expressed herein or otherwise made pursuant hereto.

b. Investment Intent. Such Holder has acquired the Note, and is acquiring the Conversion Shares and Interest
Shares, for investment for its own account, not as a nominee or agent, and not with the view to, or for resale in
connection with, any distribution thereof, and such Holder has no present intention of selling, granting any
participation in, or otherwise distributing the same. Such Holder further represents that it will not violate the
Securities Act and does not have any contract, undertaking, agreement or arrangement with any person or entity
to sell, transfer or grant participation to such person or entity or to any third person or entity with respect to the
Note, Conversion Shares and Interest Shares.

c. Investment Experience. Such Holder has substantial experience in evaluating and investing in private placement
transactions of securities in companies similar to the Company and acknowledges that such Holder can protect its
own interests. Such Holder has such knowledge and experience in financial and business matters so that such
Holder is capable of evaluating the merits and risks of its investment in the Company.
d. Residency. The residency of the Holder (or, in the case of a partnership or corporation, such entity's principal
place of business) is correctly set forth on the signature page hereto.

e. Speculative Nature of Investment. Such Holder understands and acknowledges that the Company has a limited
financial and operating history and that an investment in the Company is highly speculative and involves substantial
risks. Such Holder can bear the economic risk of such Holder's investment and is able, without impairing such
Holder's financial condition, to hold the Conversion Shares and Interest Shares for an indefinite period of time
and to suffer a complete loss of such Holder's investment.

f. Access to Data. The Holder and its advisors, if any, have been furnished with or have been given access to all
materials relating to the business, finances and operations of the Company and any reasonably requested
materials requested by the Holder, The Holder and its advisors, if any, have been afforded the opportunity to ask
questions of the Company and its management and have received complete and satisfactory answers to any such
inquiries. Without limiting the generality of the foregoing, the Holder has had the opportunity to obtain and to
review the Company's filings available on the EDGAR web site of the Securities and Exchange Commission
(www.sec.gov).

g. Accredited Investor. The Holder is an "accredited investor' within the meaning of Regulation D, Rule 50 1(a),
promulgated by the Securities and Exchange Commission under the Securities Act and shall submit to the
Company such further assurances of such status as may be reasonably requested by the Company.

h. Rule 144. Such Holder acknowledges that the Conversion Shares and Interest Shares must be held indefinitely
unless subsequently registered under the Securities Act or an exemption from such registration is available. Such
Holder is aware of the provisions of Rule 144 promulgated under the Securities Act which permit limited resale of
shares purchased in a private placement subject to the satisfaction of certain conditions, including among other
things, the existence of a public market for the shares, the availability of certain current public information about
the Company, the resale occurring not less than one year after a party has purchased and paid for the security to
be sold, the sale being effected through a "broker's transaction" or in transactions directly with a "market maker"
and the number of shares being sold during any three-month period not exceeding specified limitations. Such
Holder acknowledges that, in the event all of the requirements of Rule 144 are not met, registration under the
Securities Act or an exemption from registration will be required for any disposition of the Conversion Shares or
Interest Shares Such Holder understands that, although Rule 144 is not exclusive, the Securities and Exchange
Commission has expressed its opinion that persons proposing to sell restricted securities received in a private
offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in
establishing that an exemption from registration is available for such offers or sales and that such persons and the
brokers who participate in the transactions do so at their own risk.

i. Authorization.

i. Such Holder has all requisite power and authority to execute and deliver this Conversion Agreement, and to
carry out and perform its obligations under the terms hereof. All action on the part of the Holder necessary for the
authorization, execution, delivery and performance of this Conversion Agreement, and the performance of all of
the Holder's obligations herein, has been taken.
ii. This Conversion Agreement, when executed and delivered by the Holder, will constitute valid and legally
binding obligations of the Holder, enforceable in accordance with its terms except: (i) as limited by applicable
bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of
creditors' rights generally, and (ii) as limited by laws relating to the availability of specific performance, injunctive
relief or other equitable remedies or by general principles of equity.

iii. No consent, approval, authorization, order, filing, registration or qualification of or with any court,
governmental authority or third person is required to be obtained by the Holder in connection with the execution
and delivery of this Conversion Agreement by the Holder or the performance of the Holder's obligations
hereunder.

j. Brokers or Finders. Such Holder has not engaged any brokers, finders or agents, and the Company has not,
and will not, incur, directly or indirectly, as a result of any action taken by the Holder, any liability for brokerage
or finders' fees or agents' commissions or any similar charges in connection with this Conversion Agreement and
the transactions related hereto.

k. Tax Advisors. Such Holder has reviewed with its own tax advisors the U.S. federal, state, local and foreign tax
consequences of this investment and the transactions contemplated by this Conversion Agreement. With respect
to such matters, such Holder relies solely on such advisors and not on any statements or representations of the
Company or any of its agents, written or oral. The Holder understands that it (and not the Company) shall be
responsible for its own tax liability that may arise as a result of this investment or the transactions contemplated by
this Conversion Agreement.

1. Legends. Such Holder understands and agrees that the certificates evidencing the Conversion Shares and
Interest Shares shall bear a legend in substantially the form as follows (in addition to any legend required by any
other applicable agreement or under applicable state securities laws):

"THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE,
AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED UNLESS
AND UNTIL REGISTERED U1'~DER SUCH ACT AND/OR APPLICABLE STATE SECURITIES
LAWS, OR UNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL OR OTHER
EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY AND ITS COUNSEL, THAT
SUCH REGISTRATION IS NOT REQUIRED."

5. Registration Rights. The Company hereby agrees that if, at any time the Company proposes to register any of
its securities under the Securities Act, (other than in connection with a merger or pursuant to Form S-8 or other
comparable form), the Company shall automatically include the Shares offered herein (referred to as the
"Registrable Securities") in such registration statement, provided however that in connection with such
registration, if the Company shall determine for any reason not to register or to delay the registration of such
Registrable Securities, the Company may give written notice of such determination to each Holder and thereupon
shall be relieved of its obligation to register any Registrable Securities issued or issuable in connection with such
registration (but not from its obligation to pay registration expenses in connection therewith or to register the
Registrable Securities in a subsequent registration); and in the case of a determination to delay a registration, shall
thereupon be permitted to delay registering any Registrable Securities for the same period as the delay in respect
of securities being registered for the Company's own account.
IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed by their respective
officers thereonto duly authorized as of the day and year first above written.

CEDRIC KUSHNER PROMOTIONS, INC.

                                /s/James DiLorenzo
                                ------------------
                                By: James Dilorenzo, Vice President




                                /s/ Todd Appelbaum
                                -------------------
                                By: Mr. Todd Appelbaum
                                    17 Thames Drive
                                    Livingston, NJ 07039
                                                    EXHIBIT A

                                             PROMISSORY NOTE

$200,000 February 15, 2005

FOR VALUE RECEIVED, the undersigned, Cedric Kushner Promotions, Inc., a Delaware corporation with its
address as 1414 Avenue of the Americas, Suite 406, New York, New York 10019 ("Maker") hereby promises
to pay to the order of Todd Appelbaum, and individual residing at 17 Thames Drive, Livingston, New Jersey
07039 ("Holder") the principal sum of TWO HUNDRED THOUSAND DOLLARS ($200,000) (the "Principal
Amount"), with an Interest Rate (as defined below) upon the Principal Amount, in lawful money of the United
States of America in immediately available funds on or before August 15, 2005 (the "Maturity Date").

Maker agrees that the loan shall bear interest (computed on the basis of the actual number of days elapsed and a
year of 360 days) on the Principal Amount thereof outstanding from time to time, from and including the date
hereof until such principal balance is repaid in full, at a annual rate (the "Interest Rate") equal to seven percent
(7%) per annum. Accumulated interest which shall accrue at the Maturity Date, shall be payable by the Maker in
cash on the Maturity Date.

The occurrence of any one or more of the following events shall constitute a "Default" under this Note: (a)
Maker's failure to pay any Principal Amount under this Note and such non-payment shall continue uncured for
twenty (20) business days after written notice from the Holder of such non-payment and an opportunity to cure;
(b) a breach of any of the Maker's covenants under this Note and such breach shall continue uncured for a
period of twenty (20) business days after written notice from Holder of such breach; (c) the dissolution,
liquidation or termination of legal existence of the Maker; (d) the appointment of a receiver, trustee or similar
judicial officer or agent to take charge of or liquidate any property of assets of the Maker, or action by any court
to take jurisdiction of all or substantially all of the property or assets of the Maker; and (e) the commencement of
any proceeding under any provision of the Bankruptcy Code of the United States, as now in existence of
hereafter amended, or of any other proceeding under the any federal or state law, now existing or hereafter in
effect, relating to bankruptcy, reorganization, insolvency, liquidation or otherwise, for the relief of debtors or
readjustment of indebtedness, by or against the Maker.

Upon the occurrence and continuance of a Default for a period of ten (10) business days following the expiration
of any cure periods set forth above, the Holder shall have the right, without further notice, demand, presentment,
notice of nonpayment or nonperformance, protest, notice of protest, notice of intent to accelerate, notice of
acceleration or any other notice, all of which are hereby irrevocably and unconditionally waived by the Maker, to
declare the unpaid outstanding Principal Amount due and payable.

Maker hereby waives diligence, presentment, demand, protest and notice of any kind whatsoever. The non-
exercise by Holder of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in
that or any subsequent instance. Maker shall pay on demand all reasonable out-of-pocket costs and expenses of
collection, including reasonable attorney fees incurred or paid by Holder in enforcing this Promissory Note.

This Promissory Note shall be construed in accordance with and governed by the laws of the State of New
York. Maker hereby irrevocably (i) agrees that any litigation, action or proceeding arising out of or relating to this
Promissory Note may be instituted in any state or federal court in the State of New York and (ii) waives any
objection which it may have to the venue of any such litigation, action or proceeding and by its signature below
consents to the personal jurisdiction of such courts if litigation is initiated to collect the sums due under this
Promissory Note.

This Promissory Note cannot be modified except by a written instrument signed by each of Maker and Holder.

CEDRIC KUSHNER PROMOTIONS, INC.

                                             By: /s/ Cedric Kushner
                                             ----------------------
                                             Name: Cedric Kushner
                                             Title:   President
EXHIBIT 10.56

                                   DEBT SETTLEMENT AGREEMENT

This Debt Settlement Agreement is made as of January 23, 2005 between Yeend & Castaneda, LLP, a Florida
limited liability partnership ("Y&C") and Cedric Kushner Promotions, Inc., including its subsidiaries and
successors ("CKP"):

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties
agree as follows:

CKP has incurred indebtedness to Y&C of approximately $120,000 for services provided through December
31, 2004.

CKP has agreed that, pursuant to this Agreement, it will settle its outstanding debt with Y&C as of follows:

1. Cash payment of $37,500 payables as follows:

a. $10,000 paid on approx. 01/19/05
b. $ 2,500 due by 01/31/05
c. $12,500 by 02/15/05
d. $12,500 by 02/28/05

2. Issuance of warrants, by January 31, 2005, to Y&C or its assigns to purchase an aggregate of 245,000 shares
of common stock of CKP at an exercise price of $0.10 per share, cashless provisions and piggyback registration
rights: and

3. Issuance by January 31, 2005 of 145,000 shares of unregistered and restricted common stock of CKP, with
piggyback registration rights.

CKP and Y&C agree that this settlement does not include CKP's obligation for services performed in 2005,
including assistance with the audit examination of CKP's 2004 financial statements and preparation of the CKP's
Form 10-KSB report and filing with the United States Security & Exchange Commission; such services to be
paid in accordance with agreed payment terms.

This Agreement shall be governed by the laws of the State of Florida without giving effect to the conflict of law
rules contained therein.

IN WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as of the Effective Date.

                                CEDRIC KUSHNER PROMOTIONS, INC.

                                            By: /s/ Cedric Kushner
                                                -------------------
                                                    Cedric Kushner




                                        YEEND & CASTANEDA, LLP

By: ___________________________________
EXHIBIT 21

CEDRIC KUSHNER PROMOTIONS, INC.

                                               Subsidiaries

Cedric Kushner Boxing, Inc., a Delaware Corporation, Cedric Kushner Promotions, Ltd., a New York
Corporation, Big Content, Inc., a Delaware Corporation, ThunderBox, Inc., a Delaware Corporation, Ckrush,
Inc., a Delaware Corporation, Ckrush Entertainment, Inc., a Delaware Corporation, Ckrush Direct, Inc., a
Delaware Corporation, Ckrush Sports, Inc., a Delaware Corporation
EXHIBIT 31.1

CERTIFICATION

I, Cedric Kushner, certify that:

1. I have reviewed this annual report on Form 10-KSB of Cedric Kushner Promotions, Inc.;

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

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

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

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

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

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

5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrant's auditors:

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

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

May 13, 2005

                                         /s/ Cedric Kushner
                                         ----------------
                                         Name: Cedric Kushner
                                         Title: Chief Executive Officer
EXHIBIT 31.2

CERTIFICATION

I, James DiLorenzo, certify that:

1. I have reviewed this annual report on Form 10-KSB of Cedric Kushner Promotions, Inc.;

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

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

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

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

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

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

5. The small business issuer's other certifying officer(s) and I have disclosed, based on our most recent evaluation
of internal control over financial reporting, to the registrant's auditors:

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

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

May 13, 2005

                                    /s/ James DiLorenzo
                                    ----------------
                                    Name: James DiLorenzo
                                    Title: Principal Financial and Accounting
                                    Officer
EXHIBIT 32.1

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

I, Cedric Kushner, the Chief Executive Officer of Cedric Kushner Promotions, Inc. (the "Company"), certify,
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that to the best of my
knowledge:

(1) the Annual Report on Form 10-KSB of the Company for the fiscal year ended December 31, 2004 (the
"Report") fully complies with the requirements of Section
13 (a) or 15 (d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Cedric Kushner
Promotions, Inc. and will be retained by Cedric Kushner Promotions, Inc. and furnished to the Securities and
Exchange Commission or its staff upon request.

                  Dated: May 13, 2005

                                                                /s/ Cedric Kushner
                                                                ----------------
                                                                Name: Cedric Kushner
                                                                Title: Chief Executive Officer
EXHIBIT 32.2

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

I, James DiLorenzo, the Principal Financial and Accounting Officer of Cedric Kushner Promotions, Inc. (the
"Company"), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350, that
to the best of my knowledge:

(1) the Annual Report on Form 10-KSB of the Company for the fiscal year ended December 31, 2004 (the
"Report") fully complies with the requirements of Section
13 (a) or 15 (d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and
results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Cedric Kushner
Promotions, Inc. and will be retained by Cedric Kushner Promotions, Inc. and furnished to the Securities and
Exchange Commission or its staff upon request.

           Dated: May 13, 2005


                                                         /s/ James DiLorenzo
                                                         ----------------
                                                         Name: James DiLorenzo
                                                         Title: Principal Financial and Accounting
                                                         Officer