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): August 5, 2005

                     Conspiracy Entertainment Holdings, Inc.
             (Exact name of registrant as specified in its charter)

            Utah                      000-32427                 87-0386790
(State or Other Jurisdiction         (Commission               (IRS Employer
      of Incorporation)             File Number)             Identification No.)


               612 Santa Monica Boulevard, Santa Monica, CA 90401
               (Address of principal executive offices) (zip code)

                                 (310) 260-6150
              (Registrant's telephone number, including area code)

                                   Copies to:
                               Marc J. Ross, 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 1.01 Entry into a Material Definitive Agreement.

      On August 5, 2005 and  August 8, 2005,  two  accredited  investors  loaned
Conspiracy Entertainment Holdings, Inc. (the "Company") an aggregate of $223,600
in gross proceeds in exchange for two notes payable.  The notes bear no interest
and are due February 1, 2006.  Under the terms of the loans,  the Company agreed
to  share  50% of  the  profit  earned  from  the  development,  production  and
commercialization  of the videogame  originally released under the name `Kollon'
in Japan by  Cyberfront  Corporation  on the Sony PSP  platform.  The notes were
issued in a private placement transaction exempt from registration  requirements
pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506
promulgated thereunder.

      In  connection  with the  August 5, 2005 and  August  8, 2005  loans,  the
Company entered into an agreement  amending (the  "Amendment")  the terms of the
Securities  Purchase  Agreements (the "Purchase  Agreements") dated as of August
31, 2004 and January 31, 2005,  which are described in the  Company's  Forms 8-K
filed with the SEC on September  3, 2004 and February 15, 2005.  Pursuant to the
Amendment,  the Company re-affirmed all representations and warranties contained
in the Purchase  Agreements  and all  covenants  and  conditions in the Purchase
Agreements were adopted and renewed. In addition,  the $223,600 principal amount
notes  payable  were  added to the  Security  Interest  Agreements  executed  in
connection with the Purchase Agreements.  The conversion price of the debentures
issued in connection  with the Purchase  Agreements was amended to be the lesser
of $0.05 or 70% of the  average of the five  lowest  closing  bid prices for the
Company's common stock for the 30 trading days prior to a conversion date.

Item 2.03 Creation of a Direct  Financial  Obligation or an Obligation  under an
Off-Balance Sheet Arrangement of a Registrant.

      See Item 1.01.

Item 9.01 Financial Statements and Exhibits.

(c)   Exhibits

Exhibit Number    Description
--------------------------------------------------------------------------------
4.1               Form of promissory note

4.2               Amendment,  Modification and Consent to Transaction  Documents
                  Agreement dated August 8, 2005 among Conspiracy  Entertainment
                  Holdings,  Inc.  and  the  Lenders  under  certain  Securities
                  Purchase  Agreements  with the Company  dated as of August 31,
                  2004 and January 31 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.

                                         Conspiracy Entertainment Holdings, Inc.


Dated: August 22, 2005                   By:  /s/ Keith Tanaka
                                                -----------------------
                                         Name: Keith Tanaka
                                         Title: Chief Financial 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): August 5, 2005

                     Conspiracy Entertainment Holdings, Inc.
             (Exact name of registrant as specified in its charter)

            Utah                      000-32427                 87-0386790
(State or Other Jurisdiction         (Commission               (IRS Employer
      of Incorporation)             File Number)             Identification No.)

               612 Santa Monica Boulevard, Santa Monica, CA 90401
               (Address of principal executive offices) (zip code)

                                 (310) 260-6150
              (Registrant's telephone number, including area code)

                                   Copies to:
                               Marc J. Ross, 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 1.01 Entry into a Material Definitive Agreement.

      On August 5, 2005 and  August 8, 2005,  two  accredited  investors  loaned
Conspiracy Entertainment Holdings, Inc. (the "Company") an aggregate of $223,600
in gross proceeds in exchange for two notes payable.  The notes bear no interest
and are due February 1, 2006.  Under the terms of the loans,  the Company agreed
to  share  50% of  the  profit  earned  from  the  development,  production  and
commercialization  of the videogame  originally released under the name `Kollon'
in Japan by  Cyberfront  Corporation  on the Sony PSP  platform.  The notes were
issued in a private placement transaction exempt from registration  requirements
pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506
promulgated thereunder.

      In  connection  with the  August 5, 2005 and  August  8, 2005  loans,  the
Company entered into an agreement  amending (the  "Amendment")  the terms of the
Securities  Purchase  Agreements (the "Purchase  Agreements") dated as of August
31, 2004 and January 31, 2005,  which are described in the  Company's  Forms 8-K
filed with the SEC on September  3, 2004 and February 15, 2005.  Pursuant to the
Amendment,  the Company re-affirmed all representations and warranties contained
in the Purchase  Agreements  and all  covenants  and  conditions in the Purchase
Agreements were adopted and renewed. In addition,  the $223,600 principal amount
notes  payable  were  added to the  Security  Interest  Agreements  executed  in
connection with the Purchase Agreements.  The conversion price of the debentures
issued in connection  with the Purchase  Agreements was amended to be the lesser
of $0.05 or 70% of the  average of the five  lowest  closing  bid prices for the
Company's common stock for the 30 trading days prior to a conversion date.

Item 2.03 Creation of a Direct  Financial  Obligation or an Obligation  under an
Off-Balance Sheet Arrangement of a Registrant.

      See Item 1.01.

Item 9.01 Financial Statements and Exhibits.

(c)   Exhibits

Exhibit Number    Description
--------------------------------------------------------------------------------
4.1               Form of promissory note

4.2               Amendment,  Modification and Consent to Transaction  Documents
                  Agreement dated August 8, 2005 among Conspiracy  Entertainment
                  Holdings,  Inc.  and  the  Lenders  under  certain  Securities
                  Purchase  Agreements  with the Company  dated as of August 31,
                  2004 and January 31 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.

                                         Conspiracy Entertainment Holdings, Inc.

Dated: August 22, 2005                   By:  /s/ Keith Tanaka
                                                -----------------------
                                         Name: Keith Tanaka
                                         Title: Chief Financial Officer

                                       2