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): October 11, 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

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 October 11, 2005, Coleman Peterson and Tony Weiss resigned as directors
of Knockout Holdings, Inc.





























                                       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: November 1, 2005                   By:  /s/ Carol Bell
                                              -------------------------------
                                          Name:    Carol Bell
                                          Title:   Controller























                                       2
{"company-data": {"conformed-name": "Knockout Holdings, Inc.", "cik": "0001128008", "assigned-sic": "5160", "irs-number": "134024018", "state-of-incorporation": "DE", "fiscal-year-end": "1205"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-32007", "film-number": "051174029"}, "business-address": {"street1": "575 MADISON AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10022", "phone": "2125882808"}, "mail-address": {"street1": "575 MADISON AVENUE", "city": "NEW YORK", "state": "NY", "zip": "10022"}, "former-company": {"former-conformed-name": "UNITED NETWORK MARKETING SERVICES INC", "date-changed": "20001109"}}
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): October 11, 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

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 October 11, 2005, Coleman Peterson and Tony Weiss resigned as directors
of Knockout Holdings, Inc.

                                       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: November 1, 2005                   By:  /s/ Carol Bell
                                              -------------------------------
                                          Name:    Carol Bell
                                          Title:   Controller

                                       2