================================================================================

                       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):
                    September 16, 2005 (September 12, 2005)

                             Knockout Holdings, Inc.
               (Exact Name of Registrant as Specified in Charter)

          Delaware                     000-32007                13-4024018
(State or Other Jurisdiction          (Commission              (IRS Employer
      of 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

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)

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.

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

Item 3.02 Unregistered Sale of Equity Securities.

      On September 12, 2005, Knockout Holdings, Inc. (the "Company") entered
into a Purchase Agreement (the "Agreement") by and among the Company and the
Purchasers named therein. Pursuant to the Agreement, the Purchasers purchased
the Company's 16.66% Senior Convertible Notes due February 28, 2007 (the
"Notes") in the aggregate principal amount of $2.8 million for an aggregate
purchase price of $2.8 million. The closing of the sale of the Notes occurred on
September 15, 2005.

      The offer and sale of the Notes was made pursuant to the exemption from
securities registration afforded by Section 4(2) under the Securities Act of
1933, as amended, and/or Rule 506 of Regulation D as promulgated by the United
States Securities and Exchange Commission thereunder.

      Pursuant to the Notes, the principal amount and interest at a rate of
16.66% per annum are payable on March 31, 2007. In addition, any outstanding
principal amount and accrued interest on the Notes are convertible into shares
of the Company's Common Stock at the option of the holder at a conversion price
of $.50 per share, subject to adjustment in the event the Company issues Common
Stock at a price less then the then effective conversion price.

      So long as any of the Notes are outstanding, the Company may not without
the prior consent of the holders of at least 50% of the principal amount of the
Notes incur any indebtedness of any kind other than (a) indebtedness existing as
of the date of the Notes, (b) indebtedness of the Company to its subsidiary, (c)
indebtedness arising out of trade accounts payable in the ordinary course of
business, (d) indebtedness arising out of honoring checks, drafts or other
similar instruments, (e) indebtedness which is subject and subordinate to the
Notes, (f) indebtedness arising out of customary inventory and receivable bank
financing and (g) indebtedness the net proceeds of which are used to redeem the
Notes. The Company also may not without the consent of the holders of the Notes
modify any term of indebtedness other than to extend the maturity, defer
payments, cancel indebtedness or reduce the interest rate or any fees nor prepay
any material indebtedness in the form of cash or other assets of the Company.

      In connection, with the issuance of the Notes, Kevin Waltzer, a member of
the Company's Board of Directors, agreed to transfer to the Purchasers in the
aggregate 59,302 shares of the Company's Series A Convertible Preferred Stock
owned by Mr. Waltzer.

      The Company also entered into a registration rights agreement with the
Purchasers whereby the Company has agreed to prepare and file with the
Securities and Exchange Commission a registration statement covering the resale
of the Company's Common Stock issuable upon conversion of the Notes and the
shares of Series A Preferred Stock transferred from Mr. Waltzer. In the event
that the registration statement is not declared effective within 120 days of the
closing, the Company is required to issue to the holders as liquidated damages
4,166 shares of Common Stock per $50,000 of principal of the Notes for each 30
days of such failure.

<PAGE>

      Pursuant to the terms of the Company's 11% Senior Secured Note due May 2,
2008 (the "11% Note"), the consent of the holder of the 11% Note is required for
the issuance of the new Notes. Accordingly, the Company entered into a Waiver
and Consent Agreement (the "Waiver") with the holder of the 11% Note whereby the
holder consented to the issuance of the new Notes. Pursuant to the terms of the
Waiver, the 11% Note was amended to provide for conversion of the principal
amount of the 11% Note into shares of the Company's Common Stock at the option
of the holder at a conversion price of $.50 per share, subject to adjustment in
the event the Company issues Common Stock at a price less then the then
effective conversion price. In addition, funds in the amount of $364,453 which
were being held in escrow to pay the first 15 months of interest under the 11%
Note were released to the holder as pre-payment of the outstanding principal and
the requirement of the Company to hold such interest payments in escrow was
deleted. The Company also agreed to reduce the exercise price of 364,720 Common
Stock purchase warrants held by the holder of the 11% Note from $.50 to $.30 and
to include in such warrants an anti-dilution provision substantially similar to
the anti-dilution provisions contained in the amended 11% Note.

      The waiver further provides for the termination and release of the 11%
Note holder's security interest in substantially all of the assets of the
Company and eliminates the Company's requirement to obtain the consent of the
holder of the 11% Note to incur any indebtedness or lien.

      In connection with the Waiver, Mr. Waltzer agreed to transfer to the
holder of the 11% Note 18,750 shares of the Company's Series A Convertible Stock
owned by Mr. Waltzer and our Chairman, John Bellamy, agreed to pledge 62,500
shares of Series A Stock owned by Mr. Bellamy as security for the 11% Note. The
Company has agreed to include the shares of Common Stock issuable upon
conversion of the 18,750 shares of Series A Stock in the registration statement
covering the shares of Common Stock issuable upon conversion of the 11% Note.

      In addition, the Purchasers of the new Notes have agreed to guarantee up
to $300,000 of the Company's obligations under the 11% Note.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
          Appointment of Principal Officers.

      On September 12, 2005, our board of directors appointed John Bellamy as
our Chief Executive Officer, effective immediately. Mr. Bellamy is the Chairman
the Company's Board of Directors and had previously served as our Chief
Executive Officer until August 22, 2005. In addition, David Malone agreed to
resign as the Chief Executive Officer. Mr. Malone will continue to serve as the
Company's President and Chief Operating Officer.

      Prior to joining the Company and its subsidiary, Knockout Group, Inc., Mr.
Bellamy was President of Artistic Communication Center, Ltd (ACC), a multi-media
production company he founded. ACC developed and produced media content and
television programming for companies such as NBC, Fox, Kraft, Wal-Mart, and
General Electric.

      There are no family relationships between Mr. Bellamy and our directors,
executive officers or persons nominated or charged by us to become directors or
executive officers. However, one of the Company's employees and one custodial
vendor has family relationships with Mr. Bellamy. The employees is Katie Green,
the wife of John Bellamy. Ms. Green is our Vice President of Human Resources. Ms
Green's annual compensation is $85,000.


                                       2
<PAGE>

      Artistic Communication Center, a multi-media video and audio production
company, is principally owned by Mr. Bellamy. In 2003, we agreed to reimburse
Artistic Communication Center for all advertising, marketing, licensing, legal
fees, accounting, consulting, product design and development, travel, and other
costs paid by Artistic Communication Center on the behalf of Knockout Group Inc.
("Group") prior to its incorporation in April 2003. These costs amounted to
$739,000.

      Group retained Artistic Communication Center to produce household and
automotive infomercials for television broadcast. The contract with Artistic
Communication Center provides that Artistic Communication Center will be
compensated on the basis of cost, plus 10%. Through August 31, 2005, Group has
incurred costs related to infomercial production of $1.1 million.

      In addition, Artistic Communication Center occupies space at our 100 W.
Whitehall Avenue location and pays monthly rent of $1,211 (annual rent of
$14,500). The monthly rent has been determined based on space utilization and
includes Artistic Communication Center's pro rata share of common area costs,
insurance, and real estate taxes.

Item 9.01. Financial Statements and Exhibits.

      (c) Exhibits:

            10.1  Purchase Agreement, dated September 12, 2005, among the
                  Company and the Purchasers identified therein
            10.2  Form of the Company's 16.66% Senior Convertible Note due March
                  31, 2007
            10.3  Registration Rights Agreement, dated September 12, 2005, among
                  the Company and the Purchasers identified therein
            10.4  Waiver and Consent Agreement, dated September 12, 2005,
                  between the Company and CAMOFI Master LDC
            10.5  Amended and Restated 11% Senior Secured Note due May 2, 2008
            10.6  Letter Agreement, dated September 15, 2005, with David Malone

                                       3
<PAGE>

                                   Signatures

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

Date: September 16, 2005

                                                KNOCKOUT HOLDINGS, INC.


                                                /s/ Richard Han
                                                Name:Richard Han
                                                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": "1205"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-32007", "film-number": "051089183"}, "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"}}
================================================================================

                       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):
                    September 16, 2005 (September 12, 2005)

                             Knockout Holdings, Inc.
               (Exact Name of Registrant as Specified in Charter)

          Delaware                     000-32007                13-4024018
(State or Other Jurisdiction          (Commission              (IRS Employer
      of 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

                                 Not Applicable
          (Former Name or Former Address, if Changed Since Last Report)

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.

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

Item 3.02 Unregistered Sale of Equity Securities.

      On September 12, 2005, Knockout Holdings, Inc. (the "Company") entered
into a Purchase Agreement (the "Agreement") by and among the Company and the
Purchasers named therein. Pursuant to the Agreement, the Purchasers purchased
the Company's 16.66% Senior Convertible Notes due February 28, 2007 (the
"Notes") in the aggregate principal amount of $2.8 million for an aggregate
purchase price of $2.8 million. The closing of the sale of the Notes occurred on
September 15, 2005.

      The offer and sale of the Notes was made pursuant to the exemption from
securities registration afforded by Section 4(2) under the Securities Act of
1933, as amended, and/or Rule 506 of Regulation D as promulgated by the United
States Securities and Exchange Commission thereunder.

      Pursuant to the Notes, the principal amount and interest at a rate of
16.66% per annum are payable on March 31, 2007. In addition, any outstanding
principal amount and accrued interest on the Notes are convertible into shares
of the Company's Common Stock at the option of the holder at a conversion price
of $.50 per share, subject to adjustment in the event the Company issues Common
Stock at a price less then the then effective conversion price.

      So long as any of the Notes are outstanding, the Company may not without
the prior consent of the holders of at least 50% of the principal amount of the
Notes incur any indebtedness of any kind other than (a) indebtedness existing as
of the date of the Notes, (b) indebtedness of the Company to its subsidiary, (c)
indebtedness arising out of trade accounts payable in the ordinary course of
business, (d) indebtedness arising out of honoring checks, drafts or other
similar instruments, (e) indebtedness which is subject and subordinate to the
Notes, (f) indebtedness arising out of customary inventory and receivable bank
financing and (g) indebtedness the net proceeds of which are used to redeem the
Notes. The Company also may not without the consent of the holders of the Notes
modify any term of indebtedness other than to extend the maturity, defer
payments, cancel indebtedness or reduce the interest rate or any fees nor prepay
any material indebtedness in the form of cash or other assets of the Company.

      In connection, with the issuance of the Notes, Kevin Waltzer, a member of
the Company's Board of Directors, agreed to transfer to the Purchasers in the
aggregate 59,302 shares of the Company's Series A Convertible Preferred Stock
owned by Mr. Waltzer.

      The Company also entered into a registration rights agreement with the
Purchasers whereby the Company has agreed to prepare and file with the
Securities and Exchange Commission a registration statement covering the resale
of the Company's Common Stock issuable upon conversion of the Notes and the
shares of Series A Preferred Stock transferred from Mr. Waltzer. In the event
that the registration statement is not declared effective within 120 days of the
closing, the Company is required to issue to the holders as liquidated damages
4,166 shares of Common Stock per $50,000 of principal of the Notes for each 30
days of such failure.
Pursuant to the terms of the Company's 11% Senior Secured Note due May 2,
2008 (the "11% Note"), the consent of the holder of the 11% Note is required for
the issuance of the new Notes. Accordingly, the Company entered into a Waiver
and Consent Agreement (the "Waiver") with the holder of the 11% Note whereby the
holder consented to the issuance of the new Notes. Pursuant to the terms of the
Waiver, the 11% Note was amended to provide for conversion of the principal
amount of the 11% Note into shares of the Company's Common Stock at the option
of the holder at a conversion price of $.50 per share, subject to adjustment in
the event the Company issues Common Stock at a price less then the then
effective conversion price. In addition, funds in the amount of $364,453 which
were being held in escrow to pay the first 15 months of interest under the 11%
Note were released to the holder as pre-payment of the outstanding principal and
the requirement of the Company to hold such interest payments in escrow was
deleted. The Company also agreed to reduce the exercise price of 364,720 Common
Stock purchase warrants held by the holder of the 11% Note from $.50 to $.30 and
to include in such warrants an anti-dilution provision substantially similar to
the anti-dilution provisions contained in the amended 11% Note.

      The waiver further provides for the termination and release of the 11%
Note holder's security interest in substantially all of the assets of the
Company and eliminates the Company's requirement to obtain the consent of the
holder of the 11% Note to incur any indebtedness or lien.

      In connection with the Waiver, Mr. Waltzer agreed to transfer to the
holder of the 11% Note 18,750 shares of the Company's Series A Convertible Stock
owned by Mr. Waltzer and our Chairman, John Bellamy, agreed to pledge 62,500
shares of Series A Stock owned by Mr. Bellamy as security for the 11% Note. The
Company has agreed to include the shares of Common Stock issuable upon
conversion of the 18,750 shares of Series A Stock in the registration statement
covering the shares of Common Stock issuable upon conversion of the 11% Note.

      In addition, the Purchasers of the new Notes have agreed to guarantee up
to $300,000 of the Company's obligations under the 11% Note.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
          Appointment of Principal Officers.

      On September 12, 2005, our board of directors appointed John Bellamy as
our Chief Executive Officer, effective immediately. Mr. Bellamy is the Chairman
the Company's Board of Directors and had previously served as our Chief
Executive Officer until August 22, 2005. In addition, David Malone agreed to
resign as the Chief Executive Officer. Mr. Malone will continue to serve as the
Company's President and Chief Operating Officer.

      Prior to joining the Company and its subsidiary, Knockout Group, Inc., Mr.
Bellamy was President of Artistic Communication Center, Ltd (ACC), a multi-media
production company he founded. ACC developed and produced media content and
television programming for companies such as NBC, Fox, Kraft, Wal-Mart, and
General Electric.

      There are no family relationships between Mr. Bellamy and our directors,
executive officers or persons nominated or charged by us to become directors or
executive officers. However, one of the Company's employees and one custodial
vendor has family relationships with Mr. Bellamy. The employees is Katie Green,
the wife of John Bellamy. Ms. Green is our Vice President of Human Resources. Ms
Green's annual compensation is $85,000.

                                       2
Artistic Communication Center, a multi-media video and audio production
company, is principally owned by Mr. Bellamy. In 2003, we agreed to reimburse
Artistic Communication Center for all advertising, marketing, licensing, legal
fees, accounting, consulting, product design and development, travel, and other
costs paid by Artistic Communication Center on the behalf of Knockout Group Inc.
("Group") prior to its incorporation in April 2003. These costs amounted to
$739,000.

      Group retained Artistic Communication Center to produce household and
automotive infomercials for television broadcast. The contract with Artistic
Communication Center provides that Artistic Communication Center will be
compensated on the basis of cost, plus 10%. Through August 31, 2005, Group has
incurred costs related to infomercial production of $1.1 million.

      In addition, Artistic Communication Center occupies space at our 100 W.
Whitehall Avenue location and pays monthly rent of $1,211 (annual rent of
$14,500). The monthly rent has been determined based on space utilization and
includes Artistic Communication Center's pro rata share of common area costs,
insurance, and real estate taxes.

Item 9.01. Financial Statements and Exhibits.

      (c) Exhibits:

            10.1  Purchase Agreement, dated September 12, 2005, among the
                  Company and the Purchasers identified therein
            10.2  Form of the Company's 16.66% Senior Convertible Note due March
                  31, 2007
            10.3  Registration Rights Agreement, dated September 12, 2005, among
                  the Company and the Purchasers identified therein
            10.4  Waiver and Consent Agreement, dated September 12, 2005,
                  between the Company and CAMOFI Master LDC
            10.5  Amended and Restated 11% Senior Secured Note due May 2, 2008
            10.6  Letter Agreement, dated September 15, 2005, with David Malone

                                       3
Signatures

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

Date: September 16, 2005

                                                KNOCKOUT HOLDINGS, INC.

                                                /s/ Richard Han
                                                Name:Richard Han
                                                Title: Chief Financial Officer

                                       4