UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

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

         Date of Report (Date of earliest event reported): June 2, 2005

                             KNOCKOUT HOLDINGS, INC.
                             -----------------------
               (Exact name of registrant as specified in charter)

              Delaware                 000-32007               13-4024018
              --------                 ---------               ----------
  (State or other jurisdiction of     (Commission            (IRS Employer
           incorporation)             File Number)         Identification No.)


        100 W. Whitehall Avenue, Northlake, IL                  60164
        --------------------------------------                  -----
       (Address of principal executive offices)               (Zip Code)

       Registrant's telephone number, including area code: (708) 273-6900

                                   Copies to:
                             Gregory Sichenzia, Esq.
                              David Schubauer, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))


<PAGE>

ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL  OFFICERS;  ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.

         On June 2,  2005,  Oscar  Turner  resigned  as a director  of  Knockout
Holdings, Inc. (the "Company") and as Chief Financial Officer of the Company.

         On June 2,  2005,  the  Board of  Directors  of the  Company  appointed
Richard S. Han,  CPA, as the Company's new Chief  Financial  Officer,  effective
immediately. Prior to joining the Company, Mr. Han served as a portfolio manager
with Vicis Capital, since March 2004. While at Vicis Capital, Mr. Han focused on
emerging growth public companies and worked  extensively with company management
teams to plan strategic  direction,  raise capital and develop  business  plans,
including  financial  projections.  From 2002 to 2004,  Mr. Han  founded  Indigo
Partners  and served as chief  operating  officer  where he managed a network of
external  relationships  for the fund including company  executives,  government
regulators,  commercial  banks,  law firms,  consultants,  accountants and local
securities  firms.  Prior to Indigo  Partners,  Mr.  Han  served as  co-head  of
Corporate Equity  Derivatives at Goldman Sachs, as well as vice president within
Equity Capital  Markets at Credit Suisse First Boston.  Mr. Han holds masters of
arts from  Columbia  University  and a bachelor of arts from the  University  of
Chicago.

         There are no family  relationships  between  Mr. Han and the  Company's
directors,  executive officers or persons nominated or charged by the Company to
become directors or executive officers. There was no transaction during the last
two years, or any proposed transactions,  to which the Company was or is to be a
party,  in  which  Mr.  Han  had or is to have a  direct  or  indirect  material
interest.  The Company does not currently have an employment agreement in effect
for the employment of Mr. Han as Chief Financial Officer.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(C) EXHIBITS

EXHIBIT NUMBER                          DESCRIPTION
--------------        ----------------------------------------------
99.1                  Press Release issued June 2, 2005




                                       1
<PAGE>

                                   SIGNATURES

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

                                             KNOCKOUT HOLDINGS, INC.


Dated: June 6, 2005                          By: /s/ John Bellamy
                                                 ----------------------------
                                             Name:   John Bellamy
                                             Title:  Chief Executive Officer





                                       2
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

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

         Date of Report (Date of earliest event reported): June 2, 2005

                             KNOCKOUT HOLDINGS, INC.
                             -----------------------
               (Exact name of registrant as specified in charter)

              Delaware                 000-32007               13-4024018
              --------                 ---------               ----------
  (State or other jurisdiction of     (Commission            (IRS Employer
           incorporation)             File Number)         Identification No.)

        100 W. Whitehall Avenue, Northlake, IL                  60164
        --------------------------------------                  -----
       (Address of principal executive offices)               (Zip Code)

       Registrant's telephone number, including area code: (708) 273-6900

                                   Copies to:
                             Gregory Sichenzia, Esq.
                              David Schubauer, Esq.
                       Sichenzia Ross Friedman Ference LLP
                           1065 Avenue of the Americas
                            New York, New York 10018
                              Phone: (212) 930-9700
                               Fax: (212) 930-9725

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL  OFFICERS;  ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.

         On June 2,  2005,  Oscar  Turner  resigned  as a director  of  Knockout
Holdings, Inc. (the "Company") and as Chief Financial Officer of the Company.

         On June 2,  2005,  the  Board of  Directors  of the  Company  appointed
Richard S. Han,  CPA, as the Company's new Chief  Financial  Officer,  effective
immediately. Prior to joining the Company, Mr. Han served as a portfolio manager
with Vicis Capital, since March 2004. While at Vicis Capital, Mr. Han focused on
emerging growth public companies and worked  extensively with company management
teams to plan strategic  direction,  raise capital and develop  business  plans,
including  financial  projections.  From 2002 to 2004,  Mr. Han  founded  Indigo
Partners  and served as chief  operating  officer  where he managed a network of
external  relationships  for the fund including company  executives,  government
regulators,  commercial  banks,  law firms,  consultants,  accountants and local
securities  firms.  Prior to Indigo  Partners,  Mr.  Han  served as  co-head  of
Corporate Equity  Derivatives at Goldman Sachs, as well as vice president within
Equity Capital  Markets at Credit Suisse First Boston.  Mr. Han holds masters of
arts from  Columbia  University  and a bachelor of arts from the  University  of
Chicago.

         There are no family  relationships  between  Mr. Han and the  Company's
directors,  executive officers or persons nominated or charged by the Company to
become directors or executive officers. There was no transaction during the last
two years, or any proposed transactions,  to which the Company was or is to be a
party,  in  which  Mr.  Han  had or is to have a  direct  or  indirect  material
interest.  The Company does not currently have an employment agreement in effect
for the employment of Mr. Han as Chief Financial Officer.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(C) EXHIBITS

EXHIBIT NUMBER                          DESCRIPTION
--------------        ----------------------------------------------
99.1                  Press Release issued June 2, 2005

                                       1
SIGNATURES

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

                                             KNOCKOUT HOLDINGS, INC.

Dated: June 6, 2005                          By: /s/ John Bellamy
                                                 ----------------------------
                                             Name:   John Bellamy
                                             Title:  Chief Executive Officer

                                       2