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): May 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

      On May 2, 2005,  Knockout  Holdings,  Inc. (the "Company")  entered into a
Securities Purchase Agreement for the sale of an 11% Senior Secured Note due May
2, 2008 (the "Note") and warrants (the "Warrants") to purchase 700,000 shares of
the Company's common stock to one accredited investor. The transaction closed on
May 3, 2005 and  provided  $3,000,000  in gross  proceeds  to the  Company.  The
transaction was exempt from registration  requirements  pursuant to Section 4(2)
of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder.

      The  Company  must pay  interest on the Note at the rate of 11% per annum,
payable  quarterly.  The first 15 months of  interest  will be held in an escrow
account to be  disbursed  as  quarterly  interest  payments  become  due.  After
expiration of the first 15 months, the Company has the option to pay interest in
shares of common  stock at a rate  equal to 85% of the volume  weighted  average
price of the  common  stock for the 20  trading  days  immediately  prior to the
applicable interest payment date. However, payment in shares of common stock may
only  occur if during  the 20  trading  days  prior to the  applicable  interest
payment date certain equity conditions have been met (as described  below),  the
payment in shares of common stock would not exceed 25% of the trading volume for
any of the  previous 10 trading  days and the Company must have given the holder
written  notice within 10 trading days of an interest  payment date.  The equity
conditions  that  must be met are as  follows:  (a) the  Company  must have duly
honored all redemptions  scheduled to occur, if any; (b) all liquidated  damages
and other amounts owing in respect of the Note must have been paid; (c) there is
an effective  registration  statement permitting the holder to resell all of the
shares issuable pursuant to the Warrants and any shares issued by the Company as
payment of principal or interest on the Note; (d) the Company's  common stock is
trading on a national securities  exchange,  national securities  association or
the OTC Bulletin  Board;  (e) there is a  sufficient  number of  authorized  but
unissued and otherwise unreserved shares of common stock for the issuance of all
of the shares  issuable to the holder,  (f) the company is not in default  under
any of the transaction documents;  (g) the holder does not beneficially own more
than 9.9% of the Company's  outstanding  common stock; and (h) there has been no
public  announcement of a pending or proposed change of control,  acquisition or
similar  transaction.  All  overdue and unpaid  interest  will entail a late fee
equal to 20% per annum.

      Beginning 15 months after  issuance of the Note, on the first business day
of each month the Company must redeem 1/21st of the original principal amount of
the Note plus accrued and unpaid  interest  and any other  amounts then owing to
the holder under the Note. The monthly  redemption amount may be paid in cash or
by the  issuance of common  stock at a rate equal to 85% of the volume  weighted
average  price  for the 20  trading  days  immediately  prior to the  applicable
monthly  redemption  date.  The Company  must provide the holder 10 trading days
prior  written  irrevocable  notice if it intends to pay the monthly  redemption
amount by the  issuance of common  stock.  However,  payment in shares of common
stock may only  occur if during  the 20  trading  days  prior to the  applicable
monthly  redemption date the above described equity conditions have been met and
the payment in shares of common stock would not exceed 25% of the trading volume
for any of the previous 10 trading days.

      So long as any portion of the Note is outstanding, the Company may not and
may not permit any  subsidiary  to  directly  or  indirectly,  without the prior
written  approval of the holder:  (a) incur any  indebtedness  of any kind other
than (i)  indebtedness  in the ordinary course of business and in an amount less
than $25,000 and (ii) indebtedness the net proceeds from which is used to prepay
the Note in full; (b) incur any liens of any kind other than in connection  with
indebtedness the net proceeds from which is used to prepay the Note in full; (c)
amend its  certificate of  incorporation,  bylaws or other charter  documents to
adversely  affect the rights of the holder;  (d) repay,  repurchase  or offer to
repay,  repurchase or otherwise acquire any of its common stock, preferred stock
or other equity securities;  or (e) enter into any agreement with respect to any
of the foregoing.  Notwithstanding the above covenants,  the holder acknowledges
that the Company  intends to enter into a customary  inventory  and  receivables
bank  financing and upon receipt of such  financing,  the holder and the Company
will  negotiate in good faith and in a timely  manner to modify the  transaction
documents as necessary to permit such financing. While the Note and the Warrants
are  outstanding,  the Company is prohibited  from effecting or entering into an
agreement  to  effect  any  subsequent   financing  involving  a  variable  rate
transaction  without the prior  written  approval  of the holder  unless the net
proceeds from the financing is used to prepay the Note in full.


                                       1
<PAGE>

      The  Securities   Purchase  Agreement  contains  a  most  favored  nations
provision  which  provides  that any  time  the  Company  effects  a  subsequent
financing  while the Note is  outstanding,  the holder  may  elect,  in its sole
discretion,  to  exchange  all or  some  of its  Note  then  held  by it for the
securities  issued in the  subsequent  financing  based on the then  outstanding
principal amount of the Note plus accrued but unpaid interest and any other fees
then owed by the Company to the holder,  and the  effective  price at which such
securities are sold in such subsequent financing.

      The  Company's  obligations  under  the  Note  are  secured  by all of the
Company's  assets  now  owned  or  hereafter  acquired.  The  holder  agreed  to
subordinate  its security  interest to any security  interest in connection with
inventory and receivables bank financing that the Company obtains.

      The Warrants are  exercisable  for a period of five years with an exercise
price of $0.01 per share.  The  Warrants may be exercised by means of a cashless
exercise if at any time after one year from the date of issuance of the Warrants
there is not an effective  registration  statement registering the resale of the
shares issuable upon exercise of the Warrants. If the Company or any subsidiary,
at any time while the Warrants are outstanding, offer, sell, grant any option to
purchase  or offer,  sell or grant  any  right to  reprice  its  securities,  or
otherwise dispose of or issue any common stock or securities entitling anyone to
acquire shares of common stock,  at an effective price per share less than $0.01
per share, then the exercise price of the Warrants will be reduced to such lower
price and the number of  warrant  shares  issuable  under the  Warrants  will be
increased  such that the aggregate  exercise  price  payable,  after taking into
account  the  decrease in the  exercise  price,  will be equal to the  aggregate
exercise price prior to such adjustment.

      The Company  agreed to prepare and file with the  Securities  and Exchange
Commission  a  registration  statement  covering  the resale of the common stock
issuable  upon  exercise of the Warrants and the common stock that may be issued
as  payment of  principal  and/or  interest  on the Note.  If such  registration
statement  is not  filed  on or  before  May  17,  2005  or if the  registration
statement is not declared effective by the Securities and Exchange Commission on
or before July 31, 2005 (or September 9, 2005 if the  registration  statement is
reviewed by the Securities and Exchange  Commission),  then the Company must pay
the holder liquidated damages equal to 1.5% percent of the outstanding principal
amount  of the  Note  for  the  first  30  days  and an  additional  1.5% of the
outstanding  principal  amount  of the Note for  each 30 day  period  subsequent
thereto.

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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

      See Item 1.01.


                                       2
<PAGE>

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(A)   FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

      Not applicable.

(B)   PRO FORMA FINANCIAL INFORMATION.

      Not applicable.

(C)   EXHIBITS

EXHIBIT
NUMBER                              DESCRIPTION
-------  -----------------------------------------------------------------------
4.1      Securities  Purchase  Agreement  dated as of May 2, 2005 among Knockout
         Holdings, Inc. and DCOFI Master LDC

4.2      11% Senior Secured Note due May 2, 2005 issued to DCOFI Master LDC

4.3      Registration  Rights  Agreement  entered  into as of May 2, 2005  among
         Knockout Holdings, Inc. and DCOFI Master LDC

4.4      Common  Stock  Purchase  Warrant to purchase  700,000  shares of common
         stock of Knockout Holdings, Inc. issued to DCOFI Master LDC

4.5      Security  Agreement  dated as of May 2, 2005 among  Knockout  Holdings,
         Inc. and DCOFI Master LDC

4.6      Escrow Agreement made as of May 2, 2005 by and among Knockout Holdings,
         Inc., DCOFI Master LDC and Continental Stock Transfer & Trust Company


                                       3
<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: May 5, 2005                            By: /s/ Oscar Turner
                                                 -------------------------------
                                                 Name:   Oscar Turner
                                                 Title:  Chief Financial Officer


                                       4
{"company-data": {"conformed-name": "Knockout Holdings, Inc.", "cik": "0001128008", "assigned-sic": "5160", "irs-number": "134024018", "state-of-incorporation": "DE", "fiscal-year-end": "1204"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-32007", "film-number": "05805930"}, "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): May 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 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

      On May 2, 2005,  Knockout  Holdings,  Inc. (the "Company")  entered into a
Securities Purchase Agreement for the sale of an 11% Senior Secured Note due May
2, 2008 (the "Note") and warrants (the "Warrants") to purchase 700,000 shares of
the Company's common stock to one accredited investor. The transaction closed on
May 3, 2005 and  provided  $3,000,000  in gross  proceeds  to the  Company.  The
transaction was exempt from registration  requirements  pursuant to Section 4(2)
of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder.

      The  Company  must pay  interest on the Note at the rate of 11% per annum,
payable  quarterly.  The first 15 months of  interest  will be held in an escrow
account to be  disbursed  as  quarterly  interest  payments  become  due.  After
expiration of the first 15 months, the Company has the option to pay interest in
shares of common  stock at a rate  equal to 85% of the volume  weighted  average
price of the  common  stock for the 20  trading  days  immediately  prior to the
applicable interest payment date. However, payment in shares of common stock may
only  occur if during  the 20  trading  days  prior to the  applicable  interest
payment date certain equity conditions have been met (as described  below),  the
payment in shares of common stock would not exceed 25% of the trading volume for
any of the  previous 10 trading  days and the Company must have given the holder
written  notice within 10 trading days of an interest  payment date.  The equity
conditions  that  must be met are as  follows:  (a) the  Company  must have duly
honored all redemptions  scheduled to occur, if any; (b) all liquidated  damages
and other amounts owing in respect of the Note must have been paid; (c) there is
an effective  registration  statement permitting the holder to resell all of the
shares issuable pursuant to the Warrants and any shares issued by the Company as
payment of principal or interest on the Note; (d) the Company's  common stock is
trading on a national securities  exchange,  national securities  association or
the OTC Bulletin  Board;  (e) there is a  sufficient  number of  authorized  but
unissued and otherwise unreserved shares of common stock for the issuance of all
of the shares  issuable to the holder,  (f) the company is not in default  under
any of the transaction documents;  (g) the holder does not beneficially own more
than 9.9% of the Company's  outstanding  common stock; and (h) there has been no
public  announcement of a pending or proposed change of control,  acquisition or
similar  transaction.  All  overdue and unpaid  interest  will entail a late fee
equal to 20% per annum.

      Beginning 15 months after  issuance of the Note, on the first business day
of each month the Company must redeem 1/21st of the original principal amount of
the Note plus accrued and unpaid  interest  and any other  amounts then owing to
the holder under the Note. The monthly  redemption amount may be paid in cash or
by the  issuance of common  stock at a rate equal to 85% of the volume  weighted
average  price  for the 20  trading  days  immediately  prior to the  applicable
monthly  redemption  date.  The Company  must provide the holder 10 trading days
prior  written  irrevocable  notice if it intends to pay the monthly  redemption
amount by the  issuance of common  stock.  However,  payment in shares of common
stock may only  occur if during  the 20  trading  days  prior to the  applicable
monthly  redemption date the above described equity conditions have been met and
the payment in shares of common stock would not exceed 25% of the trading volume
for any of the previous 10 trading days.

      So long as any portion of the Note is outstanding, the Company may not and
may not permit any  subsidiary  to  directly  or  indirectly,  without the prior
written  approval of the holder:  (a) incur any  indebtedness  of any kind other
than (i)  indebtedness  in the ordinary course of business and in an amount less
than $25,000 and (ii) indebtedness the net proceeds from which is used to prepay
the Note in full; (b) incur any liens of any kind other than in connection  with
indebtedness the net proceeds from which is used to prepay the Note in full; (c)
amend its  certificate of  incorporation,  bylaws or other charter  documents to
adversely  affect the rights of the holder;  (d) repay,  repurchase  or offer to
repay,  repurchase or otherwise acquire any of its common stock, preferred stock
or other equity securities;  or (e) enter into any agreement with respect to any
of the foregoing.  Notwithstanding the above covenants,  the holder acknowledges
that the Company  intends to enter into a customary  inventory  and  receivables
bank  financing and upon receipt of such  financing,  the holder and the Company
will  negotiate in good faith and in a timely  manner to modify the  transaction
documents as necessary to permit such financing. While the Note and the Warrants
are  outstanding,  the Company is prohibited  from effecting or entering into an
agreement  to  effect  any  subsequent   financing  involving  a  variable  rate
transaction  without the prior  written  approval  of the holder  unless the net
proceeds from the financing is used to prepay the Note in full.

                                       1
The  Securities   Purchase  Agreement  contains  a  most  favored  nations
provision  which  provides  that any  time  the  Company  effects  a  subsequent
financing  while the Note is  outstanding,  the holder  may  elect,  in its sole
discretion,  to  exchange  all or  some  of its  Note  then  held  by it for the
securities  issued in the  subsequent  financing  based on the then  outstanding
principal amount of the Note plus accrued but unpaid interest and any other fees
then owed by the Company to the holder,  and the  effective  price at which such
securities are sold in such subsequent financing.

      The  Company's  obligations  under  the  Note  are  secured  by all of the
Company's  assets  now  owned  or  hereafter  acquired.  The  holder  agreed  to
subordinate  its security  interest to any security  interest in connection with
inventory and receivables bank financing that the Company obtains.

      The Warrants are  exercisable  for a period of five years with an exercise
price of $0.01 per share.  The  Warrants may be exercised by means of a cashless
exercise if at any time after one year from the date of issuance of the Warrants
there is not an effective  registration  statement registering the resale of the
shares issuable upon exercise of the Warrants. If the Company or any subsidiary,
at any time while the Warrants are outstanding, offer, sell, grant any option to
purchase  or offer,  sell or grant  any  right to  reprice  its  securities,  or
otherwise dispose of or issue any common stock or securities entitling anyone to
acquire shares of common stock,  at an effective price per share less than $0.01
per share, then the exercise price of the Warrants will be reduced to such lower
price and the number of  warrant  shares  issuable  under the  Warrants  will be
increased  such that the aggregate  exercise  price  payable,  after taking into
account  the  decrease in the  exercise  price,  will be equal to the  aggregate
exercise price prior to such adjustment.

      The Company  agreed to prepare and file with the  Securities  and Exchange
Commission  a  registration  statement  covering  the resale of the common stock
issuable  upon  exercise of the Warrants and the common stock that may be issued
as  payment of  principal  and/or  interest  on the Note.  If such  registration
statement  is not  filed  on or  before  May  17,  2005  or if the  registration
statement is not declared effective by the Securities and Exchange Commission on
or before July 31, 2005 (or September 9, 2005 if the  registration  statement is
reviewed by the Securities and Exchange  Commission),  then the Company must pay
the holder liquidated damages equal to 1.5% percent of the outstanding principal
amount  of the  Note  for  the  first  30  days  and an  additional  1.5% of the
outstanding  principal  amount  of the Note for  each 30 day  period  subsequent
thereto.

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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

      See Item 1.01.

                                       2
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(A)   FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.

      Not applicable.

(B)   PRO FORMA FINANCIAL INFORMATION.

      Not applicable.

(C)   EXHIBITS

EXHIBIT
NUMBER                              DESCRIPTION
-------  -----------------------------------------------------------------------
4.1      Securities  Purchase  Agreement  dated as of May 2, 2005 among Knockout
         Holdings, Inc. and DCOFI Master LDC

4.2      11% Senior Secured Note due May 2, 2005 issued to DCOFI Master LDC

4.3      Registration  Rights  Agreement  entered  into as of May 2, 2005  among
         Knockout Holdings, Inc. and DCOFI Master LDC

4.4      Common  Stock  Purchase  Warrant to purchase  700,000  shares of common
         stock of Knockout Holdings, Inc. issued to DCOFI Master LDC

4.5      Security  Agreement  dated as of May 2, 2005 among  Knockout  Holdings,
         Inc. and DCOFI Master LDC

4.6      Escrow Agreement made as of May 2, 2005 by and among Knockout Holdings,
         Inc., DCOFI Master LDC and Continental Stock Transfer & Trust Company

                                       3
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: May 5, 2005                            By: /s/ Oscar Turner
                                                 -------------------------------
                                                 Name:   Oscar Turner
                                                 Title:  Chief Financial Officer

                                       4