SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549

FORM 10-KSB

|ý                                            | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|-------------------------------------------- | ----------------------------------------------------------------------------------------
|For the Fiscal Year ended December 31, 2004 
|OR                                          
|o                                            | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period
from            to

Commission File No. 000-17436

CKX, INC.(Exact name of Registrant as specified in its charter)

|Delaware(State or other jurisdiction of incorporation or organization)                            |  | 27-0118168(I.R.S. Employer Identification Number)
|------------------------------------------------------------------------------------------------- |  | -------------------------------------------------
|650 Madison AvenueNew York, New York 10022(Address of Principal Executive Offices and Zip Code)  
|Registrant's Telephone Number, Including Area Code: (212) 838-3100                               
|Securities Registered Pursuant to Section 12(b) of the Act:None                                  
|Securities Registered Pursuant to Section 12(g) of the Act:Common Stock, Par Value $.01 Per Share

Check
whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. ý Yes    o No

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. o

State issuer's revenues for its most recent fiscal year: $0

The
aggregate market value of the registrant's common stock held by non-affiliates on December 31, 2004 (based on the average of the bid and asked prices of the Common Stock on the
OTC Bulletin Board on such date) was $9,689,932.

As
of March 30, 2005 there were 68,402,195 shares of the registrant's common stock outstanding.



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PART I

ITEM 1. DESCRIPTION OF BUSINESS.

Overview

CKX, Inc., together with its subsidiaries and predecessors, will be referred to in this Form 10-KSB Annual Report by terms such as "we,"
"us," "our," "CKX," the "registrant" and the "Company," unless the context otherwise requires. On February 7, 2005, an entity formed and controlled by Robert F. X. Sillerman ("RFX Acquisition
LLC") acquired control of the registrant, which had been inactive since it sold all of its assets in August 2002. Also, subsequent to the end of our fiscal year ended December 31, 2004,
we completed two material acquisitions, which are described herein.

We
are engaged in the ownership, development and commercial utilization of entertainment content. To date, we have focused on acquiring globally recognized content, including the rights
to the name, image and likeness of Elvis Presley and certain proprietary rights to the "Pop Idol" brand (the "IDOLSbrand"), including American
Idol in the United States and Pop Idol in the United Kingdom, all of which have a proven history of consistently generating revenue across multiple entertainment platforms,
including the licensing of music, film and television rights; the sale of sponsorship opportunities; the development and sale of artist merchandising; the operation of themed attractions; the
management of artists' careers and the production of live tours.

We
are in active discussions with individuals and companies that own or control various forms of popular media and entertainment content, including intellectual property rights in music,
films,
television programs, written works and characters (fictional, cartoon and otherwise), the rights to names, images and likenesses, video games and corporate brands.

Acquisitions Made Subsequent to December 31, 2004

Presley Business

On February 7, 2005, we acquired an 85% controlling interest in each of Elvis Presley Enterprises, Inc. and Elvis Presley Enterprises, LLC, which
together directly own the Presley business. The Presley business' activities are primarily comprised of the operation of Graceland and the licensing of intellectual property relating to Elvis Presley.
The Graceland business includes revenues derived from the operation of the Graceland museum and related attractions, the operation of Elvis Presley's Heartbreak Hotel, and the operation of an
apartment complex in Memphis, Tennessee. The licensing of intellectual property business includes the licensing of the name, image, likeness and trademarks associated with Elvis Presley, the
exploitation of certain owned and/or controlled intellectual property and the collection of royalties from certain motion pictures, television specials and certain of his recorded music. We also own
and/or have the right to use a significant amount of memorabilia including items currently on display at Graceland.



Graceland, the 13.5-acre estate which served as the primary residence of Elvis Presley from 1957 until his passing in 1977, is located in Memphis,
Tennessee. Graceland was first opened to public tours in 1982. Over the past five years, Graceland has averaged approximately 570,000 visitors per annum.

We
operate Graceland under the terms of a 90-year lease with The Promenade Trust. We prepaid approximately $3.0 million of rent at closing of the acquisition of the
Presley business, and will make monthly payments of $1.00 per month during the term of the lease. We have also acquired all worldwide rights, title and interest in and to the name "Graceland," which
name may be used at additional themed locations as well as in Memphis, Tennessee.

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The
focal point of the Graceland business is the mansion tour, which includes a guided walk through the living room, music room, Elvis' parents' bedroom, the dining room, kitchen, TV
room, pool room, and "jungle" den in the main house, and, behind the house, Elvis' racquetball building and his original business office. The tour includes an extensive display of Elvis' gold records
and awards, career mementos, stage costumes, jewelry, photographs and more. The tour also includes a visit to the Meditation Garden, where Elvis and members of his family have been laid to rest.

In
addition to the mansion, the Graceland operations include access to an automobile museum featuring vehicles owned and/or used by Elvis, the "Sincerely Elvis" museum, which features
changing exhibits of Elvis memorabilia, a movie theater showing movies starring Elvis, an aviation exhibition featuring the airplanes on which Elvis traveled while on tour, retail stores offering
Elvis themed merchandise, restaurants, a wedding chapel, ticketing and parking. We also own and operate our own retail stores and directly produce exclusive licensed merchandise for visitors to
Graceland.

Adjacent
to the Graceland real property is the Meadow Oaks Apartments, a 270-unit apartment complex that we own and operate as a result of our acquisition of the Presley
business.



Adjacent to the mansion and related attractions, we have, since 1998, operated Elvis Presley's Heartbreak Hotel, which is marketed primarily to visitors to
Graceland. Elvis Presley's Heartbreak Hotel is a 128-room boutique hotel premised on the legendary hospitality and personal style for which Elvis Presley was known. In addition to the
regular guest rooms, the Heartbreak Hotel has four themed suites which provide guests with an opportunity to experience an Elvis themed lodging experience. The hotel had an average occupancy rate of
approximately 80% during the year ended December 31, 2004.



We own co-publishing rights to approximately 650 music compositions that Elvis Presley recorded. Chrysalis Music Publishing administers our company's
share of these compositions, along with that of one of two other co-publishers pursuant to an administration agreement. Approximately 40% of our publishing income from these compositions
originates from outside the United States. The public performance rights for these compositions are administered by The American Society of Composers, Authors and Publishers (ASCAP) and Broadcast
Music, Inc. (BMI), the two largest U.S. based companies which license and distribute royalties for the non-dramatic public performances of copyrighted musical works.

We
also own rights to receive royalties from sales of certain records Elvis recorded. Under his recording contract with RCA (now part of Sony BMG Music Entertainment), Elvis was entitled
to receive an artist's royalty on record sales. In March 1973, Elvis sold his ongoing royalty right for a lump sum payment from RCA on everything he had recorded up to that time. We continue to
receive royalties on sales of records Elvis recorded after March 1973.

BMG
(as RCA's successor) generally does not have the right to license Elvis' master recordings for any commercial use other than the direct sale of sound recordings. We negotiate,
together with BMG, when requests are received for the use of these masters in a commercial setting. In addition, we retain the right to approve remixes and edits of any of the master recordings.



We own the name, image and likeness of Elvis Presley as well as trademarks in various names and images associated with Elvis. We license to others the right to
use this intellectual property for merchandising and other commercial exploitation. In addition, we license the use of video and/or audio

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clips
of Elvis from various motion pictures in which he starred and the television programs which we own.



We own two of Elvis' television specials: "68 Special" (1968); and "Aloha From Hawaii" (1973). We also own the rights to "Elvis by the Presleys," a
two-hour documentary and four-hour DVD being produced for television, that contains rare archival footage, home movies and photos, and interviews with Elvis, his friends and
relatives, including Lisa Marie Presley and Priscilla Presley. "Elvis by the Presleys" is expected to air on the CBS television network in the United States and on various foreign television networks
in 2005.



Elvis starred in 31 feature films as an actor and two theatrically released concert documentary films. Elvis had, and we continue to receive, participation
royalties in 25 of these films. We only have the right to receive royalties; we do not own the films themselves nor control the content or distribution of such films. In addition, we have the right to
and negotiate for revenues associated with the out-of-context exploitation rights of Elvis' images from these films.



In addition to our own merchandising efforts, our licensing division is charged with the responsibility of protecting and preserving the integrity of Elvis
Presley, Graceland and other related properties. This is accomplished through the pursuit of the right commercial opportunities that fit with our financial strategies while maintaining desired
branding and positioning for Elvis and our other properties. We currently have over 100 licensing arrangements.



On March 17, 2005, we acquired 19 Entertainment Limited, a creator, producer and owner of globally recognized entertainment properties, and entered into a
long-term employment agreement with its founder and Chief Executive Officer, Simon Fuller. 19 Entertainment's strategy is to create and retain an ownership interest in entertainment
content, seeking to enhance the value of its content through the control of multiple complementary revenue streams. 19 Entertainment executes its business plan through its complementary divisions
which include television, music, sponsorship and merchandising, touring and artist management.



19 Entertainment's multi-platform approach to the commercial utilization of its entertainment properties is best illustrated by the example of the IDOLSbrand. In 1998, Mr. Fuller created what was to become the concept for "Pop Idol," a televised talent contest for musical artists that
allowed the viewing audience to participate in and ultimately select the winning performer via text messaging and telephone voting. The audience participation generates a pre-established
market for the winning artists and other finalists who 19 Entertainment then has the right to represent with respect to artist management and merchandising. In the United States and United Kingdom 19
Entertainment also enters into exclusive recording agreements with the winning artist and other finalists. The first television program based on this concept was "Pop Idol," first broadcast in the
United Kingdom in 2001 and in the United States, under the name "American Idol" in 2002. Since then, shows based on theIDOLSbrand have been broadcast
in over 30 countries. The popularity of theIDOLSbrand concept around the world resulted in substantial revenue growth across multiple media platforms,
in all of which 19 Entertainment retains a substantial ownership interest.

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Though
19 Entertainment is a party to a variety of commercial relationships with its television and record label production and distribution partners to produce, broadcast, distribute
and finance Pop Idol and American Idol, 19 Entertainment retains a substantial interest in all aspects of the show and its various revenue streams through its multiple operating subsidiaries both in
the United States and the United Kingdom. 19 Entertainment's operational and ownership interest is structured as follows:





In addition to owning 1/3 of theIDOLSbrand, Fremantle Media has the exclusive right to produce
(or sublicense production) and distributeIDOLSprograms and series throughout the world, excluding the United States. 19 TV and Fremantle have entered
into an agreement with the Fox Broadcasting Company for the production and airing of American Idol in the United States. In the United Kingdom, the series "Pop Idol" airs on ITV, a popular United
Kingdom based commercial television channel.



19 Entertainment has the exclusive right to select the record company entitled to sign contestants on television shows based on the IDOLSbrand to long-term recording contracts. In the United States and United Kingdom, 19 Entertainment typically options the recording
rights to the top ten or twelve finalists of each series of each television show based on theIDOLSbrand, and then enters into recording agreements
with each of the winner and certain finalists.

19
Entertainment has a worldwide agreement with Ronagold Limited, a subsidiary of BMG/Bertelsmann group, through which Ronagold is entitled to select the record company (which must be a
BMG Group Company) in territories outside the United States and the United Kingdom which will sign the contestant-artists. In the United States and United Kingdom, 19 Entertainment itself enters into
recording agreements with the finalists and then grants an optional exclusive license to Ronagold to select a BMG record company to handle the marketing, manufacturing and distribution of the records
throughout the world. 19 Entertainment's agreement with Ronagold runs through the first four series of American Idol/Pop Idol.



19 Entertainment's sponsorship division works to craft relationships between leading brands and 19 Entertainment properties. The sale of sponsorships in
connection with theIDOLSbrand is handled by a combination of ITV/19 Entertainment/Fremantle in the United Kingdom, Fox/19 Entertainment/Fremantle in
the United States and 19 Entertainment/Fremantle/local broadcaster in the rest of the world. 19 Entertainment's staff solicits sponsors for American Idol tours in the United States directly and
exclusively.

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Fox
and ITV have exclusive responsibility for selling on-air media on behalf of American Idol and Pop Idol, respectively. However, to the extent that media buyers seek any
off-air promotional tie-ins or in program identification rights, these rights can only be sold with the consent of 19/Fremantle.

19
Entertainment also options the merchandising rights for the top ten contestants for each American Idol program and typically signs long-term exclusive merchandising
contracts with the winner and certain runners-up.



In addition to its activities in television, film and music, 19 Entertainment has developed a number of relationships, in which it retains an ownership position
and which it expects to result in the creation of valuable properties and projects. 19 Entertainment manages Victoria Beckham and has recently taken over the management of David Beckham for all of his
commercial activities including advertising, sponsorship and endorsement activities. In addition, David and Victoria Beckham have agreed to pursue the development and exploitation of projects relating
to merchandising, products and skills exclusively through a joint venture vehicle owned one-third by each of David Beckham, Victoria Beckham, and a subsidiary of 19 Entertainment.



19 Entertainment owns 50% of music publishing company 19 Songs Limited with the remaining 50% owned by BMG. 19 Songs owns the copyrights to an increasing number
of songs developed by artists, writers and producers managed by Native Management, which is 50% owned by one of our subsidiaries. Many of the songs are written and developed exclusively for 19
Entertainment's current entertainment properties and projects. BMG has the right to purchase 19 Entertainment's interest in 19 Songs Limited beginning at the end of 2005.



19 Entertainment continues to represent its historical roster of clients, including Annie Lennox and Cathy Dennis. In addition, 19 Entertainment options the right
to manage the final contestants in each series of theIDOLSbrand broadcasts in the United States, United Kingdom, France, Germany and Canada.



With the success of theIDOLSbrand, touring has become an additional source of revenue for 19 Entertainment. As
discussed above, when the number of contestants on any of theIDOLSbrand broadcasts has been narrowed down to the final ten contestants, 19
Entertainment engages the finalists as talent forIDOLSbranded tours produced by 19 Entertainment 19 Entertainment typically works with a local agent
to book its tours with local promoters.

Intellectual Property

Our intellectual property, including the rights to the name, image, and likeness of Elvis Presley, and the name, trademark and service mark of each of American
Idol and Pop Idol, is material to our operations. We actively protect and defend our intellectual property throughout the world and consequently defend our intellectual property by initiating legal
proceedings from time to time to prevent their unauthorized use.

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Employees

As of March 30, 2005, our company had a total of 301 full-time employees, 141 part-time employees and 57 seasonal employees.

ITEM 2. DESCRIPTION OF PROPERTY.

The following chart briefly describes our owned and/or leased properties, all of which were acquired subsequent to December 31, 2004.

|Name of Property               |  | Owned or
Leased |  | Approx. Size       |  | Type/Use of Property                                              |  | Location               
|------------------------------ |  | --------------- |  | ------------------ |  | ----------------------------------------------------------------- |  | -----------------------
|Graceland                      |  | Leased          |  | 13.53 acres        |  | Museum Home                                                       |  | Memphis, Tennessee     
|Retail/Parking/Ancillary Use   |  | Owned           |  | 38.60 acres        |  | Parking Lot/Airplane
Museum/Retail/Corporate
Office/Ancillary Use |  | Memphis, Tennessee     
|Heartbreak Hotel               |  | Owned           |  | 2.658 acres        |  | Hotel                                                             |  | Memphis, Tennessee     
|Meadow Oaks Apartments         |  | Owned           |  | 10.70 acres        |  | Apartment Complex                                                 |  | Memphis, Tennessee     
|Memphis Restaurant Property(1) |  | Leased          |  | 0.828 acres        |  | Restaurant/Nightclub                                              |  | Memphis, Tennessee     
|Corporate Offices              |  | Leased          |  | 16,810 square feet |  | Offices                                                           |  | New York, New York     
|Corporate Offices              |  | Leased          |  | 2,200 square feet  |  | Offices                                                           |  | Los Angeles, California
|19 Entertainment Headquarters  |  | Leased          |  | 20,000 square feet |  | Offices                                                           |  | London, England        

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We also lease office space for the operations of 19 Entertainment in New York, Los Angeles, Paris and Hamburg.

We
believe that our facilities will be suitable for the purposes for which they are employed, are adequately maintained and will be adequate for current requirements and projected
growth.

ITEM 3. LEGAL PROCEEDINGS.

We are subject to certain claims and litigation in the ordinary course of business. It is the opinion of management that the outcome of such matters will not have
a material adverse effect on our combined financial position or results of operations.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to a vote of the security holders of the Company during the fourth quarter of 2004.

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PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

Market Price of Common Stock

Beginning on March 1, 2005, our common stock has been quoted on The Nasdaq National Market under the symbol "CKXE." Prior to that, since May 1999,
our common stock was quoted on The OTC Bulletin Board under the symbol "SPEA.OB." The following table sets forth the high and low closing sale prices for our common stock as reported on The Nasdaq
National Market and the high and low closing bid prices of our common stock, as quoted on The OTC Bulletin Board, for each of the periods listed.

|                                           |  | High |       | Low
|------------------------------------------ |  | ---- | ----- | ---
|2005                                       |  |      |       |    
|Nasdaq National Market                     |  |      |       |    
|March 18, 2005 to March 30, 2005 (3)       |  | $    | 26.73 |    
|March 1, 2005 to March 17, 2005            |  | $    | 18.48 |    
|OTC Bulletin Board                         |  |      |       |    
|February 8, 2005 to February 28, 2005 (2)  |  | $    | 21.49 |    
|January 1, 2005 to February 7, 2005        |  | $    | 13.40 |    
|2004                                       |  |      |       |    
|December 16, 2004 to December 31, 2004 (1) |  | $    | 9.15  |    
|October 1, 2004 to December 15, 2004       |  | $    | 0.20  |    
|Third Quarter                              |  | $    | 0.10  |    
|Second Quarter                             |  | $    | 0.16  |    
|First Quarter                              |  | $    | 0.08  |    
|2003                                       |  |      |       |    
|Fourth Quarter                             |  | $    | 0.03  |    
|Third Quarter                              |  | $    | 0.02  |    
|Second Quarter                             |  | $    | 0.02  |    
|First Quarter                              |  | $    | 0.03  |    

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The
last closing sale price of our common stock as reported on The Nasdaq National Market on March 30, 2005 was $23.75 per share. As of March 30, 2005, we had approximately
1,091 holders of record of our common stock, including record holders and individual participants in a security position listing.

Dividend Policy

We have never paid cash dividends on our common stock. We currently intend to retain any future earnings to fund the development and growth of our business, and
we do not anticipate paying any

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cash
dividends on our common stock in the future. We intend to pay cash dividends of $1,826,000 per year on our outstanding Series B Preferred Stock.

The
terms of our short term senior credit facilities and other indebtedness limit our ability to pay dividends. Any future determination to pay dividends will be at the discretion of our
board of directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements and contractual restrictions.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

The following discussion and analysis of our financial condition and results of operations for our financial year end December 31, 2004 should be read
together with our condensed consolidated financial statements and related notes included elsewhere in this report. We call to your attention the fact that, subsequent to December 31, 2004, we
made two significant transactions.



Prior to the acquisition of control of the company by RFX Acquisition LLC, the Company's operations were those of a company with no operating business, resulting
in the incurrence of general and administrative costs necessary to support an active public company that was seeking a business opportunity.



The Company did not employ any other accounting policies and estimates that are either selected from among available alternatives or that required the exercise of
significant management judgment to apply.

Recent Accounting PronouncementsThe Company elected to follow Accounting Principles Board Opinion No. 25, Accounting
for Stock Issued to Employees and related interpretations in accounting for its employee stock options.

However,
in December 2004, the Financial Accounting Standards Board (FASB) issued SFAS No. 123 (Revised 2004),Share-Based
Payment(SFAS 123R). SFAS 123R requires that compensation cost related to share-based employee compensation transactions be recognized in the financial statements.
Share-based employee compensation transactions within the scope of SFAS 123R include stock options, restricted stock plans, performance-based awards, stock appreciation rights and employee
share purchase plans. The provisions of SFAS 123R are effective as of the first interim period that begins after June 15, 2005. Accordingly, we will implement the revised standard in
2005.

In
December 2004, the FASB issued SFAS No. 153,Exchanges of Nonmonetary Assets, and Amendment of APB Opinion 29, Accounting for Nonmonetary
Transactions. The amendments made by SFAS 153 are based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets
exchanged. Further, the amendments eliminate the narrow exception for nonmonetary exchanges of similar productive assets and replace it with a broader exception for exchanges of nonmonetary assets
that do not have commercial substance. SFAS 153 is effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. We will apply this revised
standard, if applicable, for any transactions occurring on or after July 1, 2005.

Results of Operations for the Year Ended December 31, 2004G&A expenses consist principally of payroll, rent
professional fees and other corporate expenses. The increase of 17% to $99,781 in 2004 from $85,008 in 2003 is due to higher professional fees associated with the sale of control of the company to RFX
Acquisition LLC net of lower payroll costs. Interest expense increased $10,852 to $20,343 in 2004 due to higher advances due to an affiliate that funded the operation.

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As a result of our acquisition of the Presley and 19 Entertainment businesses, we have made changes to our historical capital and financial structure. The
following highlights the most significant changes:

Acquisition by RFX Acquisition LLCRFX Acquisition LLC invested in our company on February 7, 2005, pursuant to a Stock
Purchase Agreement dated as of December 15, 2004 and amended as of February 7, 2005. In accordance with the terms of such agreement, RFX Acquisition LLC contributed $3,046,407 in cash to
our company in exchange for 30,464,072 newly issued shares of common stock and warrants to purchase (i) 6,828,938 shares of common stock at $1.00 per share, (ii) 6,828,938 shares of
common stock at $1.50 per share, and (iii) 6,828,939 shares of common stock at $2.00 per share. Simultaneously with this exchange, RFX Acquisition LLC also acquired an aggregate of 2,240,397
shares of common stock directly from certain of our principal stockholders at a price of $0.10 per share. The amendment to the original purchase agreement provided for a reduction in the number of
shares of common stock and warrants RFX Acquisition LLC had originally agreed to acquire in order to allow for the investment in our company by The Huff Alternative Fund, L.P. and its affiliate and
the issuance of shares of our common stock to certain of our directors, without further dilution to our public stockholders. Immediately following the consummation of its investment in our company,
RFX Acquisition LLC distributed all of its shares of common stock and its warrants to its members, including Mr. Sillerman and certain members of our company's senior management. In order to
provide additional capital to our company, certain recipients of the warrants, including Mr. Sillerman and other members of our company's senior management, immediately exercised an aggregate
of five million of the $1.00 warrants for aggregate consideration to our company of $5,000,000. Upon
consummation of the RFX Acquisition investment, the four former directors of the Company resigned, and new directors designated by RFX Acquisition were appointed to the board.

The Presley Contribution and Exchange AgreementWe acquired 85% of the Presley business on February 7, 2005, pursuant
to a Contribution and Exchange Agreement dated December 15, 2004 and amended on February 7, 2005 by and among our company, The Promenade Trust and RFX Acquisition LLC. At the closing of
acquisition of the Presley business, The Promenade Trust contributed 85% of the outstanding equity interests of Elvis Presley Enterprises, Inc. and 85% of the outstanding membership interests
of Elvis Presley Enterprises, LLC to our company. In exchange, The Promenade Trust received from us, $50,125,000 in cash, 1,491,817 shares of Series B Preferred Stock and one share of
Series C Preferred Stock, valued at $22,825,000, and 500,000 shares of common stock valued at $7.67 per share (which represents the three day average of the closing sales price of our common
stock following public announcement of the acquisition of the Presley business). In addition, at closing, we repaid $25,125,000 of outstanding indebtedness of the Presley business. Following our
acquisition of the Presley business, The Promenade Trust continues to own 15% of the outstanding equity interests of Elvis Presley Enterprises, Inc. and 15% of the outstanding membership
interests of Elvis Presley Enterprises, LLC.

The Elvis Presley Enterprises, Inc. Stockholders Agreement and the Elvis Presley Enterprises, LLC Operating
AgreementThe ownership interests of the respective parties in Elvis Presley Enterprises, Inc. and Elvis Presley Enterprises, LLC are governed by the terms
of the Elvis Presley Enterprises, Inc. charter and Stockholders Agreement, dated as of February 7, 2005 and the Elvis Presley Enterprises, LLC Amended and Restated Operating Agreement
dated February 7, 2005. Under the terms of such documents, EPE Holding Corporation, our wholly owned subsidiary, has been appointed as lead stockholder and manager of Elvis Presley
Enterprises, Inc. and Elvis Presley Enterprises, LLC, respectively, with all rights of management over the day-to-day operations of the Presley business. The Promenade
Trust is entitled to certain preferred minimum distributions of certain cash flow from the Presley business. The Promenade Trust also has the right to require our company to purchase all or a portion
of its remaining ownership interest in the Presley business beginning on the third anniversary of

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the
acquisition of the Presley business at a price based on the then current fair market value of the Presley business.

Series B Convertible Preferred StockEach share of Series B Preferred Stock has a stated value of $15.30 and
entitles the holder to receive an annual dividend calculated at a rate of 8% of the stated value. The shares of Series B Preferred Stock are convertible by the holder into Common Stock at any
time at a conversion price equal to the stated value, subject to adjustments in connection with standard anti-dilution protections for stock splits, stock dividends and reorganizations.
The shares of Series B Preferred Stock become convertible at the Company's option from and after the third anniversary of the date of issuance, if, at any time, the average closing price of the
Common Stock over a thirty day trading period equals or exceeds 150% of the conversion price.

During
the period beginning seven years and six months following the date of issuance and ending eight years and six months following the date of issuance, the Company can redeem the
outstanding shares of Series B Preferred Stock, in whole or in part, for an aggregate price equal to the stated value plus accrued but unpaid dividends through the date of redemption. If we do
not exercise this redemption right, the conversion price for all remaining shares of Series B Preferred Stock is thereafter reduced to the lower of (i) the conversion price then in
effect and (ii) the average closing price of the Common Stock over a thirty day trading period measured as of the last day of the redemption period.

The Graceland LeaseWe have entered into a 90-year lease with The Promenade Trust for the Graceland mansion, under
which we have the exclusive right to conduct all business operations of and at Graceland, including receipt of all revenue generated in connection with such operations. We prepaid approximately
$3.0 million of rent at closing of the acquisition of the Presley business, and will make monthly payments of $1.00 per month during the term of the lease. Under the terms of the lease, we are
responsible for all costs and expenses arising from or related to the operation of Graceland. We have also acquired all worldwide rights, title and interest in and to the name "Graceland," which name
may be used at additional themed locations as well as in Memphis, Tennessee. We have also entered into a license arrangement for the use of all personal items which were owned by Elvis Presley at the
time of his death and which are currently owned by The Promenade Trust. Under the terms of the license, subject to certain limitations, we have the right to use such items, including the right to move
and display such items, in furtherance of the Presley business.

Priscilla Presley TransactionIn connection with the acquisition of the Presley business, we entered into an agreement with
Priscilla Presley, pursuant to which we acquired from Ms. Presley all commercial rights held by her to use the name "Presley" in connection with the use and exploitation of the assets acquired
from The Promenade Trust as well as all of Ms. Presley's rights, if any, to the name Graceland. The purchase price for the rights acquired from Priscilla Presley was $6.5 million, with
$3.0 million paid in cash at the closing and $3.5 million paid in the form of an 8 year subordinated promissory note. The promissory note bears interest at a rate of 5.385% per
year.

Distributions to Minority Shareholders of SubsidiariesUnder the terms of our agreement to acquire an 85% interest in the
Presley business, we are required to make future minimum annual distributions, in monthly installments, to the Trust which are intended to represent its 15% share of the operating income of the
Presley business before depreciation and amortization and after income taxes and capital expenditures. We have agreed that during the first year we operate the Presley business we will make a monthly
distribution of $125,000 to the Trust. At the end of each calendar year, we will make a calculation of the actual amount due to the Trust based on its 15% ownership interest and make an additional
distribution to the Trust if its actual 15% share is higher than the total distributions paid to the Trust over the prior twelve months. If the calculation indicates that we have paid more than the
Trust was entitled to, we will reduce future monthly distributions to the Trust by such amount. However, we will always be required to pay the Trust a minimum annual distribution of
$1.2 million for each full calendar year irrespective of the actual operating results for the business in such year.

11

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The
Trust has the right to require us to purchase for cash all or a portion of its 15% ownership interest in the Presley business from time to time beginning on the third anniversary of
the Presley Acquisition. The price we will be required to pay to the Trust will be based on the then current fair market value of the Presley business as determined through an appraisal process.

The Huff Alternative Fund, L.P. InvestmentSimultaneous with the closing of the investment in our company by RFX Acquisition
LLC and our acquisition of the Presley business, The Huff Alternative Fund, L.P. and its affiliate contributed an aggregate of $43,818,605 in cash in exchange for: (i) 2,172,400 shares of
Series A Preferred Stock, (ii) 3,706,052 newly issued shares of common stock, (iii) warrants to purchase 1,860,660 shares of common stock at $1.00 per share, (iv) warrants
to purchase 1,860,660 shares of common stock at $1.50 per share, and (v) warrants to purchase 1,860,661 shares of common stock at $2.00 per share. The transaction was consummated in accordance
with a Stock Purchase Agreement dated February 7, 2005.

The
allocation of the proceeds from the investment by The Huff Alternative Fund, L.P. and its affiliate between the fair value of the Series A Preferred Stock and the fair value
of the detachable warrants resulted in a beneficial conversion feature in the amount of $12,301,000. This discount will be accreted over the life of the Series A Preferred Stock redemption
period and treated as a deemed dividend to the holders of the Series A Preferred Stock.

Series A Convertible Preferred StockOn March 21, 2005, The Huff Alternative Fund, L.P. and its affiliate
exercised their rights to convert all of their 2,172,400 shares of Series A Preferred Stock into 6,051,253 shares of common stock. Accordingly, there are currently no shares of Series A
Preferred Stock outstanding.

The Presley Short Term Senior LoanA portion of the cash consideration for the Presley Acquisition was obtained through a
$39.0 million short term senior loan from an affiliate of Bear, Stearns & Co. Inc. The borrower under the Presley short term senior loan was EPE Holding Corporation, a wholly
owned subsidiary of the Company, which directly owns 100% of the Company's interests in the Presley business. The principal amount of the loan is guaranteed by the Company and secured by the
borrower's ownership interest in the Presley business. Full payment on the principal amount is due on February 6, 2006. At maturity, the borrower must repay the loan at 101% of the principal
amount thereof plus accrued and unpaid interest to the date of maturity. The loan bears interest at a rate per annum equal to LIBOR plus (i) 400 basis points for the first six months following
the closing date, (ii) 500 basis points for the period beginning after six months and ending on the ninth month following closing, and (iii) 600 basis points at all times thereafter
through maturity. The Company is required repay the loan with the proceeds from a public offering or private placement of any debt or equity securities, any future bank loan or comparable borrowings,
and any future asset sales. The loan places restrictions on EPE Holding Corporation's ability, as the borrower, to pay dividends to the Company, as its parent company, to fund corporate expenses. The
loan also requires the Company to maintain certain financial covenants including (i) a maximum debt to EBITDA ratio, (ii) minimum EBITDA, (iii) minimum tangible net worth and
(iv) minimum cash on hand. If the Company is unable to meet these requirements or satisfy these covenants, EPE Holding Corporation may not be able to pay dividends to the Company and the
Company therefore may not be able to fund all of its obligations.

19 Entertainment Share Purchase AgreementThe Company acquired 19 Entertainment (the "Acquisition") pursuant to a Share
Purchase Agreement dated March 17, 2005 by and among the Company, CKX UK Holdings Limited, a wholly owned subsidiary ("CKX UK"), 19 Entertainment, Mr. Fuller and the other shareholders
of 19 Entertainment (the "Purchase Agreement") for total consideration consisting of £64.5 million (US $124.4 million) in cash and 1,870,558 unregistered shares of the
Company's Common Stock, each paid at closing and an additional £19.2 million (US $36.9 million) to be paid in either cash or additional shares of Common Stock following
delivery of

12

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audited
results for 19 Entertainment's fiscal year ending June 30, 2005. Pursuant to Mr. Fuller's new employment agreement, he will continue to serve as Chief Executive Officer of 19
Entertainment. The employment agreement is for a term of six years, and provides for the base salary, bonus, incentive compensation, and other benefits for Mr. Fuller. Mr. Fuller is
expected to play a key role in planning and implementing the Company's overall creative direction. The Company financed the Acquisition by borrowing $109.0 million through a short term senior
loan from an affiliate of Bear, Stearns & Co. Inc. and through the receipt of cash from the exercise of $25.0 million of outstanding warrants to purchase Common Stock held by
Robert F. X. Sillerman and other members of the Company's management, The Huff Alternative Fund, L.P., the Company's largest institutional equity investor, and another Huff affiliate.

The 19 Entertainment Short Term Senior Loan.The 19 Entertainment short term senior loan is a direct obligation of CKX UK. The loan is
guaranteed by the Company, 19 Entertainment and each of the material subsidiaries of 19 Entertainment and is secured by 100% of the Company's beneficial ownership interest in CKX UK, 19 Entertainment
and its subsidiaries. The loan is also secured by a second lien on the Company's ownership interests in EPE Holding Corporation and its subsidiaries.

The
19 Entertainment short term senior loan is due and payable on February 6, 2006, although the Company is required to repay the 19 Entertainment short term senior loan
immediately with the proceeds from a public offering or private placement of any debt or equity securities, any future bank loan or comparable borrowings, and any future asset sales.

The
19 Entertainment short term senior loan bears interest at a rate per annum equal to LIBOR plus (a) 400 basis points through September 16, 2005, (b) 500 basis
points from September 17, 2005 through December 16, 2005, and (c) 600 basis points at all times thereafter through maturity, and may be increased under certain circumstances. The
loan places restrictions on CKX UK's ability, as the borrower, to pay dividends to the Company, as its parent company, to fund corporate expenses. The loan also requires the Company to maintain
certain financial covenants including (i) a maximum debt to EBITDA ratio, (ii) minimum EBITDA, (iii) minimum tangible net worth and (iv) minimum cash on hand. If the
Company is unable to meet these requirements or satisfy these covenants, CKX UK may not be able to pay dividends to the Company and the Company therefore may not be able to fund all of its
obligations.

ReincorporationOn March 25, 2005, the Company merged into its wholly-owned subsidiary, changing, among other things,
(i) the name of the Company from Sports Entertainment Enterprises, Inc. to CKX, Inc., (ii) the Company's state of incorporation from Colorado to Delaware, and
(iii) its capital stock from no par value to $0.01 par value per share.

Capital ExpendituresWe have not completed our 2005 capital expenditures budget. We presently anticipate that our capital
expenditures in 2005 will include ongoing improvements at the Presley business and 19 Entertainment with total costs reasonably similar to those incurred by the business in recent years. We also
expect to incur additional capital expenditures at the corporate level to implement new information technology and financial systems.

Future AcquisitionsWe intend to pursue additional businesses that fit our strategic goals. We expect to finance our future
acquisitions of entertainment related businesses from new credit facilities, additional debt and equity offerings, issuance of our equity directly to sellers of businesses and cash flow from
operations.

Our
Company is highly leveraged and has not previously issued significant amounts of equity or debt to the public markets. Therefore, no assurance can be given that we will be able to
obtain adequate financing to complete any potential future acquisitions we might identify.

DividendsOur Series B Preferred Stock requires payment of a cash dividend of 8% per annum in quarterly installments.
On an annual basis, our total dividend payment on the Series B Preferred Stock

13

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will
be $1,826,000. If we fail to make our quarterly dividend payments to the holders of the Series B Preferred Stock on a timely basis, the dividend rate increases to 12% and all amounts owing
must be paid within three business days in shares of Common Stock valued at the average closing price over the previous 30 consecutive trading days. After such payment is made, the dividend rate
returns to 8%.

We
are restricted under the terms of certain of our financing arrangements and have no intention of paying any dividends on our Common Stock for the foreseeable future.

Commitments and ContingenciesThere are various lawsuits and claims pending against us. We believe that any ultimate liability
resulting from these actions or claims will not have a material adverse effect on our results of operations, financial condition or liquidity.

In
addition to our scheduled maturities of debt, obligations to redeem preferred stock and obligations to the seller of the Presley business, we have future cash obligations under
various types of contracts. We lease office space and equipment under long-term operating leases. We have also entered into long-term employment agreements with certain of our
executives and other key employees. These contracts typically contain provisions that allow us to cancel the contract with good cause.



We believe that our current cash on hand together with cash flow from operations will be sufficient to fund our operations, including payments of interest due
under the Presley and 19 Entertainment short term senior loans, dividends on our Series B Convertible Preferred Stock, mandatory minimum distributions to the minority shareholder in the Presley
business and capital expenditures, for the remainder of 2005. We will need to raise additional capital through the sale of equity and/or debt securities in order to repay the Presley and 19
Entertainment short term senior loans which mature on February 6, 2006. No assurance can be given that we will able to raise sufficient capital to fund the repayment of the Presley and 19
Entertainment short term senior loans or that the terms of such financing will be favorable to the Company.

ITEM 7. FINANCIAL STATEMENTS.

See
Financial Statements and Financial Statement Index commencing on Page F-1 hereof.

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 8A. CONTROLS AND PROCEDURES.

As
of December 31, 2004, under the supervision and with the participation of the company's then Chief Executive Officer and Principal Financial Officer, management had evaluated the
effectiveness of the design and operations of the company's disclosure controls and procedures. Based on that evaluation, the then Chief Executive Officer and Principal Financial Officer concluded
that the company's controls and procedures were effective as of December 31, 2004. There have been no changes in internal controls over financial reporting that occurred during the fourth
quarter of the fiscal year covered by this report that have materially affected, or are reasonably likely to affect, the company's internal control over financial reporting.

ITEM 8B. OTHER INFORMATION.

None.

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PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.

The following table sets forth information regarding our executive officers and the members of our board of directors, each of whom was appointed or elected
following or in connection with the consummation of the Presley and RFX Acquisition LLC transactions described elsewhere in this Annual Report. The directors listed below will serve until the next
annual meeting of our stockholders.

|Name                  |  | Age |  | Position                                                                                                                   
|--------------------- |  | --- |  | ---------------------------------------------------------------------------------------------------------------------------
|Robert F.X. Sillerman |  | 56  |  | Chief Executive Officer, President, Chairman of the Board                                                                  
|Mitchell J. Slater    |  | 44  |  | Senior Executive Vice President, Chief Operating Officer, Director, Member of the Office of the Chairman                   
|Howard J. Tytel       |  | 58  |  | Senior Executive Vice President, Director of Legal and Governmental Affairs, Director, Member of the Office of the Chairman
|Thomas P. Benson      |  | 42  |  | Executive Vice President, Chief Financial Officer, Treasurer, Director                                                     
|Kraig G. Fox          |  | 36  |  | Executive Vice President, Chief Corporate Development Officer, Secretary                                                   
|Simon Fuller          |  | 44  |  | Chief Executive Officer, 19 Entertainment Limited                                                                          
|Jack Soden            |  | 58  |  | Chief Executive Officer, Elvis Presley Enterprises, Inc.                                                                   
|Edwin M. Banks        |  | 42  |  | Director                                                                                                                   
|Edward Bleier         |  | 75  |  | Director (2)                                                                                                               
|Jerry L. Cohen        |  | 71  |  | Director                                                                                                                   
|Carl D. Harnick       |  | 70  |  | Director(1)                                                                                                                
|Jack Langer           |  | 56  |  | Director(1)(2)(3)                                                                                                          
|John D. Miller        |  | 60  |  | Director(2)(3)                                                                                                             
|Bruce Morrow          |  | 69  |  | Director                                                                                                                   
|Priscilla Presley     |  | 58  |  | Director                                                                                                                   
|Birame N. Sock        |  | 29  |  | Director(1)(3)                                                                                                             

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Robert F.X. Sillermanwas appointed Chief Executive Officer, President and Chairman effective
February 7, 2005. Prior to that, Mr. Sillerman was Chairman of FXM, Inc., a private investment firm, since August 2000. Mr. Sillerman is the founder and has served
as managing member of FXM Asset Management LLC, the managing member of MJX Asset Management, a company principally engaged in the management of collateralized loan obligation funds, from
November 2003 through the present. Prior to that, Mr. Sillerman served as the Executive Chairman, a Member of the Office of the Chairman
and a director of SFX Entertainment, Inc. from its formation in December 1997 through its sale to Clear Channel Communications in August 2000. Mr. Sillerman also served as
the Executive Chairman of SFX Broadcasting, Inc. from July 1, 1995 until its sale to an affiliate of Hicks, Muse, Tate and Furst in May 1998. From 1992 through June 30,
1995, Mr. Sillerman served as Chairman and Chief Executive Officer of SFX Broadcasting. Since 1993, Mr. Sillerman has served as the Chancellor of the Southampton College of Long Island
University.

Mitchell J. Slaterwas appointed Senior Executive Vice President, Chief Operating Officer, a director and Member of the Office of the
Chairman effective February 7, 2005. Prior to that, Mr. Slater was Executive Vice President of FXM since August 2000. Mr. Slater served as Executive Vice President of SFX
Entertainment from January 1997 through August 2000. Prior to that, he was a founder and President of DelsenerSlater Enterprises and its predecessor from May 1988 through the sale
of DelsenerSlater to SFX Broadcasting in January 1997. Mr. Slater also owns The Slater Group, a private investment company, established in 2001, that owned Metropolitan Entertainment, an
independent concert promotion company. Mr. Slater served as Executive Chairman of Metropolitan from March 2002 through the sale of that company in December 2002.

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Howard J. Tytelwas appointed Senior Executive Vice President, Director of Legal and Governmental Affairs, a director and a Member of the
Office of the Chairman effective February 7, 2005. Prior to that, Mr. Tytel was Executive Vice President and Director of Legal and Governmental Affairs of FXM since August 2000.
Mr. Tytel also serves on the management advisory committee of FXM Asset Management, the managing member of MJX Asset Management. Mr. Tytel served as Executive Vice President, General
Counsel, Secretary and a director of SFX Entertainment from December 1997 through August 2000. In January 1999, Mr. Tytel was elected as a Member of the Office of the
Chairman of SFX Entertainment. Mr. Tytel also served as a director, General Counsel, Executive Vice President and Secretary of SFX Broadcasting from 1992 until May 1998. Mr. Tytel
has been continuously associated with Mr. Sillerman in various capacities with entities operating in the media business since 1978.

Thomas P. Bensonwas appointed Executive Vice President, Chief Financial Officer, Treasurer and a director effective February 7,
2005. Prior to that, Mr. Benson was Chief Financial Officer at FXM since August 2000. Mr. Benson also serves as Chief Financial Officer of MJX Asset Management, a company
principally engaged in the management of collateralized loan obligation funds. Mr. Benson has been with MJX since November 2003. Mr. Benson served as a Senior Vice President and
Chief Financial Officer of SFX Entertainment from March 1999 to August 2000, and as the Vice President, Chief Financial Officer and a director of SFX Entertainment from
December 1997. Mr. Benson also served as the Chief Financial Officer and a director of SFX Broadcasting having served in such capacity from November 1996 until May 1998.

Kraig G. Foxwas appointed Chief Corporate Development Officer, Executive Vice President and Secretary on February 7, 2005. Prior
to that, Mr. Fox was Senior Vice President at FXM since
August 2000. Mr. Fox has served as Senior Vice President of MJX Asset Management, a company principally engaged in the management of collateralized loan obligation funds, since
November 2003. Mr. Fox was a Vice President at SFX Entertainment from December 1997 through August 2000.

Simon Fullerhas served as Chief Executive Officer of 19 Entertainment Limited since founding the company in 1985. While at 19
Entertainment, Mr. Fuller has been responsible for the creation and development of many successful ventures, including the Spice Girls, S Club 7, the management of renowned artists such as
Annie Lennox and Cathy Dennis, and the development of Pop Idol and American Idol. Prior to forming 19 Entertainment, from 1981 to 1985, Mr. Fuller worked at Chrysalis Music, in music publishing
and A&R. While in the A&R department, Mr. Fuller signed and worked with many successful artists including Paul Hardcastle,Go West, Billy Idol
andSpandau Ballet.

Jack Sodenhas served as Chief Executive Officer of Elvis Presley Enterprises, Inc. since May 1990. Prior to that
Mr. Soden served as Executive Director of the Graceland Division since its opening in June 1982. Mr. Soden is active on the boards of various Memphis charitable institutions
including The National Civil Rights Museum, Professional Advisory BoardSt. Jude Children's Research Hospital, and the Society of Entrepreneurs.

Edwin M. Bankswas appointed to our board of directors on February 8, 2005. Mr. Banks has served as a Portfolio Manager for
W. R. Huff Asset Management Co., L.L.C., an investment management firm, since June 1988. Mr. Banks is currently a director of Caremark Rx, Inc. and NTL, Incorporated, a
communications services company.

Edward Bleierwas appointed to our board of directors on February 7, 2005. Mr. Bleier is a director of
RealNetworks, Inc., a leading Internet creator of digital media services and software. For 34 years, until his retirement as Senior Advisor in December 2003, Mr. Bleier was
an executive of Warner Bros., Inc. From 1986 through 2000, he was President of the division responsible for broadcast and cable networks, pay-television and
video-on-demand. He also previously served on Warner Communications' strategy committee, as President of Warner Bros. Animation, and overseeing the broadcast of certain sports
properties. Mr. Bleier has chaired numerous charitable organizations,

16

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including:
the Entertainment, Communications and Media division of the UJA Federation, The Center for Communications and the Guild Hall's Academy of the Arts. He is currently a director of The Charles
A. Dana Foundation, the Martha Graham Dance Company and a member of the Council on Foreign Relations.

Jerry L. Cohenwas appointed to our board of directors on February 7, 2005. Mr. Cohen has been a partner for more than six
years with Tishman Speyer Properties, L.P., one of the largest and oldest real estate development organizations in the United States. Prior to that, from 1992 to 1998, Mr. Cohen was
Vice Chair and a member of the Board of Directors of Cushman & Wakefield, Inc. Mr. Cohen is a partner of the Yankee Global Enterprises. Mr. Cohen is a member of the Board
of Overseers of New York University's Stern School of Business, the Board of Trustees of Long Island University and the Board of Directors of the Manhattan Theatre Club.

Carl D. Harnickwas appointed to our board of directors on February 7, 2005. Mr. Harnick was a partner with Ernst &
Young and its predecessor for thirty years, retiring from the firm in September 1997. Since leaving Ernst & Young, Mr. Harnick has provided financial consulting services to
various organizations, including Alpine Capital, a private investment firm, at various times since October 1998. He was a director of Platinum Entertainment, Inc., a recorded music
company, from April 1998 through June 2000, Classic Communications, Inc., a cable television company, from January 2000 through January 2003, and Sport Supply
Group, Inc., a direct mail marketer of sporting goods, from April 2003 through August 2004. Mr. Harnick has been Vice President and Chief Financial Officer of Courtside
Acquisition Corp. since March 18, 2005. Mr. Harnick has been the Treasurer as well as a Trustee for Prep for Prep, a charitable organization, for more than ten years.

Jack Langerwas appointed to our board of directors on February 7, 2005. Mr. Langer is a private investor. From
April 1997 to December 2002, Mr. Langer was Managing Director and the Global Co-Head of the Media Group at Lehman Brothers Inc. From 1995 to 1997,
Mr. Langer was the Managing Director and Head of Media Group at Bankers Trust & Company. From 1990 to 1994, Mr. Langer was Managing Director and Head of Media Group at Kidder
Peabody & Company, Inc. Mr. Langer also serves on the Board of Directors of SBA Communications Corp., Hummingbird Ltd. and Atlantic Broadband Group.

John D. Millerwas appointed to our board of directors on February 7, 2005. Mr. Miller is President, Co-Chairman
and Founder of StarVest Management, Inc., and manager of StarVest Partners, L.P., a $150 million venture capital investment fund formed in 1998. He is also Managing Member of StarVest
Associates LLC, the General Partner of the fund. He is currently on the board of two portfolio companies: MessageOne, Inc. and PrintVision, Inc. In December 2003,
Mr. Miller became Board Chairman of International Keystone Entertainment, Inc., a Canadian based family film company. He has been a board member of Keystone for a number of years. In
January 2003 Mr. Miller became Vice ChairmanCarey Asset Management Corp., affiliated with W.P. Carey & Co. LLC (where he recently was named Co-Chief
Investment Officer), which specializes in sale and leaseback transactions. From 1995 to 1998 Mr. Miller was President of Rothschild Ventures Inc., the private investments unit of
Rothschild North America, a subsidiary of the worldwide Rothschild Group. He was also President and CEO of Equitable Capital Management Corporation, an investment advisory subsidiary of The Equitable
where he worked for 24 years beginning in 1969.

Bruce Morrowwas appointed to our board of directors on February 7, 2005. Mr. Morrow is the host of two radio broadcast
shows on WCBS-FM, "Cousin Brucie's Yearbook" and "Cousin Brucie's Saturday Night Party," where he has been a deejay since 1982. Mr. Morrow has worked in the New York radio market
since 1961. Mr. Morrow was inducted into the Radio Hall of Fame in 1987, the Broadcasting & Cable Hall of Fame in 1990 and more recently, the National Association of Broadcasters Hall of
Fame. Mr. Morrow is the President of Variety, The Children's Charity.

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Mr. Morrow
was the Chairman of the Board of Directors of Multi-Market Radio, Inc. until its sale to SFX Broadcasting in November 1996.

Priscilla Presleywas appointed to our board of directors on February 8, 2005. Ms. Presley has been a director of
Metro-Goldwyn-Mayer Inc. since November 2000. Ms. Presley has served as Chairperson of Elvis Presley Enterprises, Inc. since 1982. In addition to being an actress, author
and producer, Ms. Presley has been, starting in 1988, the developer and spokesperson for an international fragrance line.

Birame N. Sockwas appointed to our board of directors on February 7, 2005. Ms. Sock is the founder and has been Chief
Executive Officer of Musicphone, Inc., a wireless entertainment company, since its formation in November 2002. Prior to that, from January 1999 to October 2002,
Ms. Sock was a Vice President at SetNet Corporation, a wireless messaging company. From July 1998 to January 1999, Ms. Sock was a Project Manager for Nortel
Networks, Inc.

Board Composition and Committees

All directors hold office until the next annual meeting of stockholders and the election and qualification of their successors. Officers are elected annually by
our board of directors and serve at the discretion of the board.

The
Audit Committee is comprised of Messrs. Harnick and Langer and Ms. Sock. The Audit Committee assists our board of directors in fulfilling its responsibility to oversee
management's conduct of our financial reporting process, including the selection of our outside auditors, review of the financial reports and other financial information we provide to the public, our
systems of internal accounting, financial and disclosure controls, the annual independent audit of our financial statements, our legal and regulatory compliance and our safety programs as established
by management.

All
members of the Audit Committee are independent within the meaning of regulations of the Securities and Exchange Commission, the requirements of The Nasdaq Stock Market and our
Corporate Governance Guidelines. In addition, Mr. Harnick is qualified as an audit committee financial expert under the regulations of the Securities and Exchange Commission and has the
accounting and related financial management expertise required by The Nasdaq Stock Market. The Audit Committee's charter is attached as an exhibit hereto.

The
Compensation Committee is comprised of Messrs. Bleier, Langer and Miller. The Compensation Committee represents our company in reviewing and approving the executive employment
agreements with our Chief Executive Officer, Chief Operating Officer, Director of Legal and Governmental Affairs and Chief Financial Officer described below. The Compensation Committee also reviews
management's recommendations with respect to executive compensation and employee benefits and is authorized to act on behalf of the board of directors with respect thereto. The Compensation Committee
will administer our stock option and incentive plans, including our 2005 Omnibus Long-Term Incentive Compensation Plan. All members of the Compensation Committee are independent within the
meaning of our Corporate Governance Guidelines and regulations of The Nasdaq Stock Market. The Compensation Committee's charter is attached as an exhibit hereto.

The
Nominating and Corporate Governance Committee is comprised of Messrs. Langer and Miller and Ms. Sock. The Nominating and Corporate Governance Committee is responsible
for recommending qualified candidates to the board for election as directors of our company, including the slate of directors that the board proposes for election by stockholders at our annual
meetings of stockholders. The Nominating and Corporate Governance Committee also advises and makes recommendations to the board of directors on all matters concerning directorship practices and
recommendations concerning the functions and duties of the committees of the board. The Nominating and Corporate Governance Committee developed and recommended to the board of directors

18

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Corporate
Governance Guidelines and will review, on a regular basis, the overall corporate governance of our company. All members of the Nominating and Corporate Governance Committee are independent
with the meaning of our Corporate Governance Guidelines and the regulations of The Nasdaq Stock Market. The Nominating and Corporate Governance Committee's charter is attached as an exhibit hereto.

We
adopted a Code of Business Conduct and Ethics, which is applicable to all our employees and directors, including our principal executive officer, principal financial officer and
principal accounting officer. We also adopted a separate Code of Ethics for Senior Financial Management which will be applicable to our Chief Executive Officer, Chief Financial Officer, Director of
Legal and Governmental Affairs and other officers in our finance department. The Code of Business Conduct and Ethics was filed with the Securities and Exchange Commission as an exhibit to our Current
Report on Form 8-K, filed on February 8, 2005.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely on a review of Forms 3 and 4 and amendments thereto furnished to the company during its most recent fiscal year, and Forms 5 and amendments thereto
furnished to the Company for its most recent fiscal year and certain written representations, no persons who were either a director, officer, or beneficial owner of more than ten percent of the
company's common stock, failed to file on a timely basis reports required by Section 16(a) of the Exchange Act of 1934 during the most recent fiscal year.

ITEM 10. EXECUTIVE COMPENSATION.

Director Compensation Prior to Recent Transactions

Prior to the consummation of the various transactions resulting in our acquisition of the Presley business, directors who were not employees of our company did
not receive any fees for board meetings they attended, but were entitled to be reimbursed for reasonable expenses incurred in attending such meetings.

Executive Compensation Prior to Recent Transactions

The following table sets forth information regarding the executive compensation for our company's former President and each other executive officer that received
compensation from our company in excess of $100,000 for the years ended December 31, 2004, 2003, and 2002:

SUMMARY COMPENSATION TABLE

|                                        |  |      |  |   |        |  |   |  |   | LONG-TERM COMPENSATION AWARDS
|--------------------------------------- |  | ---- |  | - | ------ |  | - |  | - | -----------------------------
|
|
|
|Vaso Boreta,                            |  | 2004 |  | $ | 0      |  |  |  |   |                              
|President and Chairman of the Board (2) |  | 2003 |  | $ | 0      |  |  |  |   |                              
|                                        |  | 2002 |  | $ | 58,242 |  |  |  | $ | 17,173                       

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Our company's former President, Mr. Boreta, did not have an employment agreement with our company. Since July 31, 1994, our company
paid Mr. Boreta an annual salary of $100,000. Effective July 31, 2002, Mr. Boreta ceased receiving a salary from our company.

19

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Stock Option Plans Prior to Recent Transactions

In 1991, our board of directors adopted a Stock Option Plan. The 1991 Plan allowed the board to grant stock options from time to time to our employees, officers
and directors and consultants. Our board of directors has the power to determine at the time the option is granted whether the option will be an Incentive Stock Option (an option that qualifies under
Section 422 of the Internal Revenue Code of 1986) or an option that is not an Incentive Stock Option. However, Incentive Stock Options will only be granted to persons who are our employees or
officers. The board of directors determines vesting provisions at the time options are granted. The total number of shares of common stock subject to options under the 1991 Plan may not exceed
250,000, subject to adjustment in the event of certain recapitalizations, reorganizations and so forth. The option price must be satisfied by the payment of cash and will be no less than the fair
market value of the common stock on the date the option is granted.

Under
the 1991 Plan, in August 1999, our board of directors granted options to purchase 210,500 shares of our company's common stock for a period of 5 years from the grant
date. All such options have since expired without being exercised.

In
April 2000, our board of directors approved the grant of an option to Kirk Hartle, our former Chief Financial Officer, to purchase an aggregate 25,000 shares of our common
stock at the price of $2.17 per share that is higher than the closing market price on the date of grant. Mr. Hartle resigned from our company effective February 20, 2004 and all of his
options were cancelled prior to the consummation of the transactions resulting in our acquisition of the Presley business.

There
are currently no options outstanding under the 1991 Plan and the Plan has terminated pursuant to its terms.

At
our Special Meeting of Shareholders held on March 25, 2005, our shareholders adopted our 2005 Omnibus Long-Term Incentive Compensation Plan. The 2005 Plan was
established for the purpose of recruiting and retaining our officers, employees, directors and consultants. For more
information about our 2005 Omnibus Long-Term Incentive Compensation Plan, please see our Proxy Statement filed with the Securities Exchange Commission on March 15, 2005.

Supplemental Retirement Plan Prior to Recent Transactions

Our company had a Supplemental Retirement Plan, pursuant to which certain employees selected by our Chief Executive Officer received benefits based on the amount
of compensation elected to be deferred by the employee and the amount of contributions made on behalf of the employee by our company.

Our
company made or accrued contributions to the Supplemental Retirement Plan on behalf of Vaso Boreta of $17,173 for 2002 and $30,250 for 2001.

Contributions
to this plan ceased in August 2002 in connection with the discontinuance of salary being paid to Vaso Boreta, and the plan was subsequently terminated.

Family Relationships

As of December 31, 2004, Vaso Boreta and Ronald Boreta, father and son, respectively, served as directors of the company. Other than Messrs. Boreta
and Boreta, who both resigned effective February 7, 2005, there is no family relationship between any directors or officers of the company.

Indebtedness of Directors and Executive Officers

None of our directors or executive officers or their respective associates or affiliates is indebted to our company.

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Legal Proceedings with Affiliates

As of the date of this report, there is no material proceeding in which any director, officer, affiliate or stockholder of our company is a party adverse to us.

Compensation Committee Interlocks And Insider Participation

As of December 31, 2004, the company did not have a compensation committee due to a lack of operating activities. As of December 31, 2004, no
interlocking relationship exists between our board of directors and the board of directors or compensation committee of any other company.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth information regarding the number of shares of our common stock beneficially owned on March 30, 2005 by:



As used in the table below, the term "beneficial ownership" means the sole or shared power to vote or direct the voting, or to dispose or direct the disposition,
of any security. A person is deemed as of any date to have beneficial ownership of any security that such person has a right to acquire within 60 days after such date. Except as otherwise
indicated, the stockholders listed below have sole voting and investment powers with respect to the shares indicated. For purposes hereof, beneficial ownership has been determined assuming 68,402,195
shares of common stock are outstanding, but without giving effect to the exercise or conversion of options, warrants and convertible securities which are exercisable for or convertible into shares of
common stock. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, any shares of common stock or other security that such person has the right
to acquire within 60 days, are deemed to be outstanding; however, such shares are not deemed outstanding for the purposes of computing the ownership percentage of any

21

---



other
person. Except as otherwise set forth below, the address of each of the persons listed below is c/o CKX, Inc., 650 Madison Avenue, New York, New York 10022.

|Name and Address of Beneficial Owner                          |  | Number of Shares
Beneficially Owned |        | Percent of Class
Beneficially Owned |  
|------------------------------------------------------------- |  | ----------------------------------- | ------ | ----------------------------------- | -
|5% Stockholders                                               |  |                                     |        |                                     |  
|The Huff Alternative Fund, L.P.                               |  | 15,009,453                          | (1)    | 21.9                                | %
|Directors and Executive Officers:                             |  |                                     |        |                                     |  
|Robert F.X. Sillerman                                         |  | 33,373,861                          | (2)    | 48.8                                |  
|Mitchell J. Slater                                            |  | 3,354,103                           | (3)    | 4.9                                 |  
|Howard J. Tytel                                               |  | 3,354,104                           | (4)    | 4.9                                 |  
|Thomas P. Benson                                              |  | 1,550,780                           | (5)    | 2.3                                 |  
|Edwin M. Banks                                                |  |                                    | (6)    | *                                   |  
|Edward Bleier                                                 |  | 6,000                               | (7)    | *                                   |  
|Jerry L. Cohen                                                |  | 6,000                               | (7)    | *                                   |  
|Carl D. Harnick                                               |  | 6,000                               | (7)    | *                                   |  
|Jack Langer                                                   |  | 6,000                               | (7)    | *                                   |  
|John D. Miller                                                |  | 306,000                             | (7)(8) | *                                   |  
|Bruce Morrow                                                  |  | 156,000                             | (7)(9) | *                                   |  
|Priscilla Presley                                             |  | 6,000                               |        | *                                   |  
|Birame N. Sock                                                |  | 6,000                               | (7)    | *                                   |  
|Vaso Boreta                                                   |  |                                    | (10)   | 0                                   |  
|All directors and executive officers as a group (16 persons): |  | 44,856,315                          |        | 62.6                                | %

---

22

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ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Related Party Transactions Prior to Recent Transactions

For the last two full fiscal years there has not been, any transaction or series of similar transactions to which we are or will be a party in which the amount
involved exceeded or will exceed $60,000, and in which any director, executive officer, holder of more than 5% of our common stock on an
as-converted basis or any member of their immediate family has or will have a direct or indirect material interest.

During
the year ended December 31, 2004, we did not have a separate conflicts policy, though we did comply with applicable state law with respect to transactions involving
potential conflicts. Applicable state law requires that all transactions between us and any director or executive officer are subject to full disclosure and approval of the majority of the
disinterested members of our board of directors, approval of the majority of our stockholders or the determination that the contract or transaction is intrinsically fair to us.

ITEM 13. EXHIBITS.





23

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|Exhibit
No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1         |  | Certificate of Incorporation (Filed herewith).                                                                                                                                                                                                                                                                                                                                                             
|3.2         |  | Form of Amended and Restated By-Laws (Filed herewith).                                                                                                                                                                                                                                                                                                                                                     
|4.1         |  | Specimen Common Stock Certificate (Filed herewith).                                                                                                                                                                                                                                                                                                                                                        
|10.1        |  | Contribution and Exchange Agreement dated as of December 15, 2004 between the Company, The Promenade Trust and RFX Acquisition LLC (Previously filed as Exhibit 10.1 to the Form 8-K/A filed February 11, 2005, and
incorporated herein by reference).                                                                                                                                                     
|10.2        |  | Amendment to the Contribution and Exchange Agreement dated as of February 7, 2005 between the Company, The Promenade Trust and RFX Acquisition LLC (Previously filed as Exhibit 10.2 to the Form 8-K/A filed February 11,
2005, and incorporated herein by reference).                                                                                                                                     
|10.3        |  | Purchase Agreement, dated as of December 15, 2004, by and among the Company, Ronald S. Boreta, Vaso Boreta, John Boreta, Boreta Enterprises Ltd., ASI Group LLC and RFX Acquisition LLC (Previously filed as Exhibit 10.3 to
the Form 8-K/A filed February 11, 2005, and incorporated herein by reference).                                                                                                
|10.4        |  | Amendment to Purchase Agreement, dated as of February 7, 2005, by and among the Company, Ronald S. Boreta, Vaso Boreta, John Boreta, Boreta Enterprises Ltd., ASI Group LLC and RFX Acquisition LLC (Previously filed as
Exhibit 10.4 to the Form 8-K/A filed February 11, 2005, and incorporated herein by reference).                                                                                    
|10.5        |  | Stock Purchase Agreement, dated as of December 15, 2004, by and among Ronald S. Boreta, Vaso Boreta, John Boreta, Boreta Enterprises Ltd., ASI Group LLC and RFX Acquisition LLC (Previously filed as Exhibit 10.5 to the
Form 8-K/A filed February 11, 2005, and incorporated herein by reference).                                                                                                       
|10.6        |  | Amendment to Stock Purchase Agreement, dated as of February 7, 2005, by and among Ronald S. Boreta, Vaso Boreta, John Boreta, Boreta Enterprises Ltd., ASI Group LLC and RFX Acquisition LLC (Previously filed as Exhibit
10.6 to the Form 8-K/A filed February 11, 2005, and incorporated herein by reference).                                                                                           
|10.7        |  | Stock Purchase Agreement dated as of February 7, 2005, by and between the Company and The Huff Alternative Fund, L.P. and affiliates (Previously filed as Exhibit 10.7 to the Form 8-K/A filed February 11, 2005, and
incorporated herein by reference).                                                                                                                                                   
|10.8        |  | Stock Pledge Agreement, dated as of February 7, 2005, by and among RFX Acquisition LLC, Ronald S. Boreta, John Boreta and Boreta Enterprises, Ltd. (Previously filed as Exhibit 10.8 to the Form 8-K/A filed February 11,
2005, and incorporated herein by reference).                                                                                                                                     
|10.9        |  | Lease Agreement, dated as of February 7, 2005, by and between The Promenade Trust and the Company with respect to the Graceland property (Previously filed as Exhibit 10.9 to the Form 8-K/A filed February 11, 2005, and
incorporated herein by reference).                                                                                                                                               
|10.10       |  | Elvis Presley Enterprises, Inc. Shareholders Agreement, dated as of February 7, 2005 (Previously filed as Exhibit 10.10 to the Form 8-K/A filed February 11, 2005, and incorporated herein by reference).                                                                                                                                                                                                  
|10.11       |  | Amended and Restated Operating Agreement of Elvis Presley Enterprises, LLC, dated as of February 7, 2005 (Previously filed as Exhibit 10.11 to the Form 8-K/A filed February 11, 2005, and incorporated herein by
reference).                                                                                                                                                                              
|10.12       |  | Bridge Loan Credit Agreement dated as of February 7, 2005 among the Company, EPE Holding Corporation, certain financial institutions or entities from time to time, Bear, Stearns & Co., Inc., as sole lead arranger, and
Bear Stearns Corporate Lending Inc., as administrative agent (Previously filed as Exhibit 10.12 to the Form 8-K/A filed February 11, 2005, and incorporated herein by reference).
|14.1        |  | Code of Ethics (Previously filed as Exhibit 14.1 to the Form 8-K/A filed February 11, 2005, and incorporated herein by reference).                                                                                                                                                                                                                                                                         
|21.2        |  | List of Subsidiaries (Filed herewith).                                                                                                                                                                                                                                                                                                                                                                     
|31.1        |  | Certification of Principal Executive Officer (Filed herewith)                                                                                                                                                                                                                                                                                                                                              
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                            

24

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|31.2 |  | Certification of Principal Financial Officer (Filed herewith).                                                                                                                                                                                                                                                                                                                                                                                       
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|32.1 |  | Section 1350 Certification of Principal Executive Officer (Filed herewith).                                                                                                                                                                                                                                                                                                                                                                          
|32.2 |  | Section 1350 Certification of Principal Financial Officer (Filed herewith).                                                                                                                                                                                                                                                                                                                                                                          
|99.1 |  | The Presley Business Combined Statements of Net Assets to be Sold and Related Combined Statements of Operations and Royalty Income and Net Assets and of Cash Flows as of September 30, 2004, December 31, 2003 and 2002 and
for the Nine Months Ended September 30, 2004 and for Each of the Three Years Ended December 31, 2003 (Previously filed as Exhibit 99.1 to the Form 8-K/A filed February 11, 2005, and incorporated herein by reference).
|99.2 |  | Unaudited Pro Forma Condensed Combined Financial Statements (Previously filed as Exhibit 99.2 to the Form 8-K/A filed February 11, 2005, and incorporated herein by reference).                                                                                                                                                                                                                                                                      
|99.3 |  | Audit Committee Charter (Filed herewith).                                                                                                                                                                                                                                                                                                                                                                                                            
|99.4 |  | Compensation Committee Charter (Filed herewith).                                                                                                                                                                                                                                                                                                                                                                                                     
|99.5 |  | Nominating and Corporate Governance Committee Charter (Filed herewith).                                                                                                                                                                                                                                                                                                                                                                              





ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

AUDIT
FEES

The
aggregate fees billed for each of the last two fiscal years ended December 31, 2004 and 2003 by Piercy Bowler Taylor & Kern for professional services rendered for the
audit of the Company's annual financial statements and review of financial statements included in the Company's quarterly reports on Form 10-QSB were $13,000 and $8,000,
respectively.

AUDIT
RELATED FEES

None.

TAX
FEES

The
aggregate fees billed for tax services rendered by Piercy Bowler Taylor & Kern for tax compliance and tax advice for the two fiscal years ended December 31, 2004 and
2003, were $2,000 and $1,000, respectively.

ALL
OTHER FEES

The
aggregate fees billed for all other services rendered by Piercy Bowler Taylor & Kern for merger related due diligence for the two fiscal years ended December 31, 2004
and 2003, were $5,846 and $0, respectively.

25

---





SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its
behalf by the undersigned thereunder duly authorized.

|CKX, INC.                                                                                                                                                                                               |  |                                                                                                                                       
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------
|By                                                                                                                                                                                                      |  | /s/ROBERT F.X. SILLERMANRobert F.X. Sillerman, Chief Executive Officer,
President, Chairman of the Board (Principal Executive Officer)
|By                                                                                                                                                                                                      |  | /s/THOMAS P. BENSONThomas P. Benson, Executive Vice President,
Chief Financial Officer, Treasurer, (Principal Financial Officer)      
|Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates
indicated.
|By                                                                                                                                                                                                      |  | /s/ROBERT F.X. SILLERMANRobert F.X. Sillerman, Chairman of the Board                                                                  
|By                                                                                                                                                                                                      |  | /s/MITCHELL J. SLATERMitchell J. Slater, Director                                                                                     
|By                                                                                                                                                                                                      |  | /s/HOWARD J. TYTELHoward J. Tytel, Director                                                                                           
|By                                                                                                                                                                                                      |  | /s/THOMAS P. BENSONThomas P. Benson, Director                                                                                         
|By                                                                                                                                                                                                      |  | /s/EDWIN M. BANKSEdwin M. Banks, Director                                                                                             
|By                                                                                                                                                                                                      |  | /s/EDWARD BLEIEREdward Bleier, Director                                                                                               
|By                                                                                                                                                                                                      |  | /s/JERRY L. COHENJerry L. Cohen, Director                                                                                             
|                                                                                                                                                                                                        |  |                                                                                                                                       

26

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|By |  | /s/CARL D. HARNICKCarl D. Harnick, Director     |  | March 30, 2005Date
|-- |  | ----------------------------------------------- |  | ------------------
|By |  | /s/JACK LANGERJack Langer, Director             |  | March 30, 2005Date
|By |  | /s/JOHN D. MILLERJohn D. Miller, Director       |  | March 30, 2005Date
|By |  | /s/BRUCE MORROWBruce Morrow, Director           |  | March 30, 2005Date
|By |  | /s/PRISCILLA PRESLEYPriscilla Presley, Director |  | March 30, 2005Date
|By |  | /s/BIRAME N. SOCKBirame N. Sock, Director       |  | March 30, 2005Date

27

---





CKX, INC.    INDEX TO FINANCIAL STATEMENTS

|Item                                                    |  | Page       
|------------------------------------------------------- |  | -----------
|Report of Independent Registered Public Accounting Firm |  | F-2        
|Balance Sheets                                          |  | F-3        
|Statement of Operations                                 |  | F-4        
|Statement of Shareholders' Equity                       |  | F-5        
|Statement of Cash Flows                                 |  | F-6        
|Notes to Financial Statements                           |  | F-7 to F-10

F-1

---





REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To
the Board of Directors and Shareholders of
CKX, Inc. (formerly Sports Entertainment Enterprises, Inc.)
New York, New York

We
have audited the accompanying balance sheets of CKX, Inc. (formerly Sports Entertainment Enterprises, Inc.) (a Delaware corporation) (the "Company") as of December 31, 2004 and
2003, and the related statements of operations, shareholders' equity and cash flows for the years then ended. These financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2004 and 2003, and the results of
their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States.

| |  | /s/ Piercy Bowler Taylor & Kern
| |  | -------------------------------
| |  | PIERCY BOWLER TAYLOR & KERN    

Las
Vegas, Nevada
March 25, 2005

F-2

---





CKX, INC.  BALANCE SHEETS  DECEMBER 31, 2004 AND 2003

|                                                      |                                                                                                                                  | 2004                                  |         | 2003        |         
|----------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------- | ------- | ----------- | --------
|ASSETS                                                |                                                                                                                                  |                                       |         |             |         
|                                                      | Other assets                                                                                                                     |                                       | $       |            |         
|                                                      |                                                                                                                                  |                                       |         |             |         
|                                                      |                                                                                                                                  | Total assets                          |         | $           |        
|                                                      |                                                                                                                                  |                                       |         |             |         
|LIABILITIES AND SHAREHOLDERS' EQUITY DEFICIENCY       |                                                                                                                                  |                                       |         |             |         
|Due to affiliates                                     |                                                                                                                                  | $                                     | 269,742 |             | $       
|                                                      |                                                                                                                                  |                                       |         |             |         
|                                                      |                                                                                                                                  | Total liabilities                     |         |             | 269,742 
|                                                      |                                                                                                                                  |                                       |         |             |         
|Shareholders' equity deficiency:                      |                                                                                                                                  |                                       |         |             |         
|                                                      | Series A Convertible Preferred Stock, no par value, 5,000,000 shares authorized; no shares issued                                |                                       |         |            |         
|                                                      | Common Stock, no par value, 100,000,000 shares authorized, 4,283,061 shares issued and outstanding at December 31, 2004 and 2003 |                                       |         | 6,114,590   |         
|                                                      | Additional paid-in capital                                                                                                       |                                       |         | 12,248,746  |         
|                                                      | Deficit                                                                                                                          |                                       |         | (18,633,078 | )       
|                                                      |                                                                                                                                  |                                       |         |             |         
|                                                      |                                                                                                                                  | Total shareholders' equity deficiency |         |             | (269,742
|                                                      |                                                                                                                                  |                                       |         |             |         
|Total liabilities and shareholders' equity deficiency |                                                                                                                                  | $                                     |        |             | $       
|                                                      |                                                                                                                                  |                                       |         |             |         

The
accompanying notes are an integral part of these financial statements.

F-3

---





CKX, INC.  STATEMENTS OF OPERATIONS  FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

|                                    |                                | 2004 |          | 2003    |  
|----------------------------------- | ------------------------------ | ---- | -------- | ------- | -
|General and administrative expenses |                                | $    | 99,782   |         | $
|                                    |                                |      |          |         |  
|Other income (expense):             |                                |      |         |         |  
|                                    | Gain on extinguishment of debt |      |          |        |  
|                                    | Interest expense               |      |          | (20,343 | )
|                                    |                                |      |          |         |  
|                                    |                                |      | (20,343  | )       |  
|                                    |                                |      |          |         |  
|Net loss                            |                                | $    | (120,125 | )       | $
|                                    |                                |      |          |         |  
|NET LOSS PER SHARE:                 |                                |      |          |         |  
|                                    | Basic and diluted              |      | $        | (0.03   | )
|                                    |                                |      |          |         |  

The
accompanying notes are an integral part of these financial statements.

F-4

---





CKX, INC.  STATEMENTS OF SHAREHOLDERS' EQUITY DEFICIENCY  FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

|                                 |          | COMMON STOCK |           | ADDITIONAL
PAID-IN CAPITAL |   | DEFICIT    |  | TOTAL |            
|-------------------------------- | -------- | ------------ | --------- | -------------------------- | - | ---------- |  | ----- | -----------
|Balances, January 1, 2003        |          | $            | 6,114,590 |                            | $ | 12,248,316 |  | $     | (18,432,591
|                                 |          |              |           |                            |   |            |  |       |            
|Common stock issued for services |          |              |          |                            |   | 430        |  |       |           
|                                 | Net loss |              |           |                            |   |            |  |       |            
|                                 |          |              |           |                            |   |            |  |       |            
|Balances, December 31, 2003      |          |              | 6,114,590 |                            |   | 12,248,746 |  |       | (18,512,953
|                                 |          |              |           |                            |   |            |  |       |            
|                                 | Net loss |              |           |                            |   |            |  |       |            
|                                 |          |              |           |                            |   |            |  |       |            
|Balances, December 31, 2004      |          | $            | 6,114,590 |                            | $ | 12,248,746 |  | $     | (18,633,078
|                                 |          |              |           |                            |   |            |  |       |            

The
accompanying notes are an integral part of these financial statements.

F-5

---





CKX, INC.  STATEMENTS OF CASH FLOWS  FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003

|                                      |                                               | 2004 |          | 2003     |  
|------------------------------------- | --------------------------------------------- | ---- | -------- | -------- | -
|CASH FLOWS FROM OPERATING ACTIVITIES: |                                               |      |          |          |  
|Net loss                              |                                               | $    | (120,125 | )        | $
|                                      | Adjustment to reconcile net loss to net cash: |      |          |          |  
|                                      | Decrease in other assets                      |      |          | 962      |  
|                                      | Gain on extinguishment of debt                |      |          | (14,137  | )
|                                      | Common stock issued for services              |      |          |          |  
|                                      |                                               |      |          |          |  
|                                      | Net cash used in operating activities         |      |          | (119,163 | )
|                                      |                                               |      |          |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES: |                                               |      |          |          |  
|                                      | Advances from affiliates                      |      |          | 119,163  |  
|                                      |                                               |      |          |          |  
|                                      | Net cash provided by financing activities     |      |          | 119,163  |  
|NET DECREASE IN CASH                  |                                               |      |         |          |  
|CASH, beginning of period             |                                               |      |         |          |  
|                                      |                                               |      |          |          |  
|CASH, end of period                   |                                               | $    |         |          | $
|                                      |                                               |      |          |          |  

The
accompanying notes are an integral part of these financial statements.

F-6

---





CKX, INC.  NOTES TO FINANCIAL STATEMENTS

1. ORGANIZATIONAL STRUCTURE AND BASIS OF PRESENTATION



The
accompanying financial statements include the accounts of CKX, Inc. (the "Company"), formerly known as Sports Entertainment Enterprises, Inc. ("SPEA"). The Company had been inactive
since it sold all of its assets in September 2002 and had no continuing operations other than those of a company seeking a business opportunity.

The
Company will be engaged in the ownership, development and commercial utilization of entertainment content. The Company's business plan is to make selective and strategic acquisitions of or partner
with individuals or companies that control various forms of established or developable content.



On
February 7, 2005, RFX Acquisition LLC, an entity formed and controlled by Robert F.X. Sillerman acquired control of the Company. On March 25, 2005, the shareholders approved the
change of the Company's name to CKX, Inc. and changed the state of incorporation from Colorado to Delaware.

On
February 7, 2005, the Company acquired an 85% interest in entities which control the commercial utilization of the name, image and likeness of Elvis Presley, the operation of Graceland and
related attractions and revenue derived from Elvis' music, films, and television specials in a transaction valued at approximately $108.4 million in cash and stock. The transaction was financed
with a contribution of equity by the members of RFX Acquisition LLC, the issuance of preferred and common stock to the sellers, the purchase of preferred stock, common stock and warrants by the Huff
Alternative Fund, L.P. and certain affiliates and a short-term senior loan from an affiliate of Bear, Stearns & Co., Inc.

On
March 17, 2005, the Company acquired 19 Entertainment Limited, a United Kingdom-based company that is a creator and producer of entertainment properties and management of artists. The
acquisition was completed with $124.4 million in cash and 1,870,558 shares of common stock, each paid at closing, with an additional $36.9 million in either cash or common stock to be
paid following delivery of the audited results for the acquired company's fiscal year ended June 30, 2005. The Company financed the cash consideration with a short-term senior loan
from an affiliate of Bear, Stearns & Co., Inc. and through the exercise of $25 million of outstanding common stock purchase warrants.

Pro
forma information has not been provided for these acquisitions as the transactions closed subsequent to December 31, 2004. The Company intends to provide audited financial
statements and related pro forma information for these businesses within the timeframes specified by the Securities and Exchange Commission.



The
preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that may require revision in future periods.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



The
Company has elected to follow Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB25) and related Interpretations in accounting for its employee stock
options, which does not necessarily require the recognition of compensation cost in the financial statements.

F-7

---



In
December 2004, the Financial Accounting Standards Board (FASB) issued SFAS 123 (Revised 2004),Share-Based Payment(SFAS 123R).
SFAS 123R requires that compensation cost related to share-based employee compensation transactions be recognized in the financial statements. Share-based employee compensation transactions
within the scope of SFAS 123R include stock options, restricted stock plans, performance-based awards, stock appreciation rights and employee share purchase plans. The provisions of
SFAS 123R are effective as of the first interim period that begins after June 15, 2005. Accordingly, we will implement the revised standard in 2005.



Basic
and diluted loss per share is computed by dividing reported net loss by the weighted-average number of common shares outstanding during the period. The weighted-average number of common and
common equivalent shares used in the calculation of basic and diluted earnings per share was 4,283,061 for 2004 and 4,271,869 for 2003.

3. RELATED PARTY TRANSACTIONS

Ongoing
expenses of the Company in 2004 and 2003 have been paid by advances from an affiliate of the former majority shareholder, which accrued interest at 10% per annum. All outstanding advances were
settled on February 7, 2005 with the acquisition of the Company by RFX Acquisition, LLC

4. INCOME TAXES

The
components of the deferred tax asset (liability) consisted of the following at December 31:

|                                                  |  | 2004 |         | 2003 |  
|------------------------------------------------- |  | ---- | ------- | ---- | -
|Deferred tax assets:                              |  |      |         |      |  
|Net operating loss carryforward                   |  | $    | 531,205 |      | $
|                                                  |  |      |         |      |  
|Net deferred tax asset before valuation allowance |  |      | 531,205 |      |  
|Valuation allowance                               |  |      | 531,205 |      |  
|                                                  |  |      |         |      |  
|Net deferred tax asset (liability)                |  | $    |        |      | $
|                                                  |  |      |         |      |  

As
of December 31, 2004, the Company had available for income tax purposes approximately $1.5 million in federal net operating loss carryforwards. These loss carryforwards begin to
expire in fiscal year 2011. A one hundred percent valuation allowance has been established against the net deferred tax asset due to limitations on the post-acquisition use of these
NOL's.

5. CAPITAL STOCK, STOCK OPTIONS, AND INCENTIVES



In
April 2003, after Board of Directors approval, SPEA issued 43,000 shares of its common stock to an SPEA employee in exchange for past services rendered to the Company. This transaction was
valued using the closing market price on or about the date the shares were issued.



The
Company had an Incentive Stock Option Plan (the "Plan") that allowed the Board to grant stock options from time to time to employees, officers and directors of the Company, and consultants to the

F-8

---



Company.
The Board of Directors had the power to determine vesting provisions and expiration at the time the option is granted and whether the option will be an Incentive Stock Option or otherwise.
Incentive Stock Options were only granted to persons who were employees or officers of the Company. The total number of shares of Common Stock subject to options under the Plan may not exceed 250,000,
subject to adjustment in the event of certain recapitalizations and reorganizations. Options representing 210,500 shares were granted in 1999 at an exercise price of $2.17 and vested immediately;
these options expired in August 2004. An option for 25,000 shares was granted in 2000 at an exercise price of $2.17; this option is fully vested and expires April 2005. The optionee
resigned from the Company effective as of February 20, 2004. Total options outstanding under the Plan were 25,000 and 235,500 at December 31, 2004 and 2003 respectively.

In
connection with common shares issued in a private transaction in 1998, the Company issued the buyer 173,988 options for common stock of the Company still outstanding at an exercise price of $3.68
per share through October 19, 2008.

All
outstanding options were cancelled prior to the consummation of the transactions resulting in the Company's acquisition of the Presley business.

Pro
forma information regarding net loss and loss per share is required by SFAS 123, and has been determined as if the Company had accounted for its employee stock options under the fair value
method of SFAS No. 123, Accounting for Stock-Based Compensation. The fair value for these options
was estimated at the date of grant using a Black-Scholes option pricing model with the following assumptions for 2004: risk-free interest rate of 4.2%; dividend yields of 0.0%; volatility
factors of the expected market price of the Company's common stock of 4.2; and a weighted-average expected life of the options of 3.36 years. The assumptions for 2003 were the same except for
the volatility factor of 1.90 and the weighted average expected life of the options of 2.42 years.

For
purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options' vesting period. The Company's pro forma information follows:

|                                     |             | Year ended December 31, |  
|------------------------------------ | ----------- | ----------------------- | -
|
|Net loss                             |             |                         |  
|                                     | As reported |                         | $
|                                     | Pro forma   |                         |  
|Basic and diluted net loss per share |             |                         |  
|                                     | As reported |                         |  
|                                     | Pro forma   |                         |  

F-9

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A
summary of changes in the status of the Company's outstanding stock options for the years ended December 31, 2004 and 2003, is presented below:

|                                 |           | 2004    |          | 2003
|-------------------------------- | --------- | ------- | -------- | ----
|
|Outstanding at beginning of year |           | 409,488 |          | $   
|                                 | Granted   |         |         |     
|                                 | Exercised |         |         |     
|                                 | Cancelled |         |          |     
|                                 | Expired   |         | (210,500 | )   
|                                 |           |         |          |     
|Outstanding at end of year       |           | 198,988 |          | $   
|                                 |           |         |          |     
|Exercisable at end of year       |           | 198,988 |          | $   
|                                 |           |         |          |     

The
following table summarizes information about stock options outstanding at December 31, 2004:

|                                       |  | Options Outstanding |  | Options Exercisable
|-------------------------------------- |  | ------------------- |  | -------------------
|
|Range of exercise prices $2.17  $3.68 |  | 198,988             |  | 3.39               
|                                       |  |                     |  |                    

F-10

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INDEX TO EXHIBITS

|Exhibit
No. |  | Description                                                                                                                                                                                                                                                                                                                                                                                                
|----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1         |  | Certificate of Incorporation (Filed herewith).                                                                                                                                                                                                                                                                                                                                                             
|3.2         |  | Form of Amended and Restated By-Laws (Filed herewith).                                                                                                                                                                                                                                                                                                                                                     
|4.1         |  | Specimen Common Stock Certificate (Filed herewith).                                                                                                                                                                                                                                                                                                                                                        
|10.1        |  | Contribution and Exchange Agreement dated as of December 15, 2004 between the Company, The Promenade Trust and RFX Acquisition LLC (Previously filed as Exhibit 10.1 to the Form 8-K/A filed February 11, 2005, and
incorporated herein by reference).                                                                                                                                                     
|10.2        |  | Amendment to the Contribution and Exchange Agreement dated as of February 7, 2005 between the Company, The Promenade Trust and RFX Acquisition LLC (Previously filed as Exhibit 10.2 to the Form 8-K/A filed February 11,
2005, and incorporated herein by reference).                                                                                                                                     
|10.3        |  | Purchase Agreement, dated as of December 15, 2004, by and among the Company, Ronald S. Boreta, Vaso Boreta, John Boreta, Boreta Enterprises Ltd., ASI Group LLC and RFX Acquisition LLC (Previously filed as Exhibit 10.3 to
the Form 8-K/A filed February 11, 2005, and incorporated herein by reference).                                                                                                
|10.4        |  | Amendment to Purchase Agreement, dated as of February 7, 2005, by and among the Company, Ronald S. Boreta, Vaso Boreta, John Boreta, Boreta Enterprises Ltd., ASI Group LLC and RFX Acquisition LLC (Previously filed as
Exhibit 10.4 to the Form 8-K/A filed February 11, 2005, and incorporated herein by reference).                                                                                    
|10.5        |  | Stock Purchase Agreement, dated as of December 15, 2004, by and among Ronald S. Boreta, Vaso Boreta, John Boreta, Boreta Enterprises Ltd., ASI Group LLC and RFX Acquisition LLC (Previously filed as Exhibit 10.5 to the
Form 8-K/A filed February 11, 2005, and incorporated herein by reference).                                                                                                       
|10.6        |  | Amendment to Stock Purchase Agreement, dated as of February 7, 2005, by and among Ronald S. Boreta, Vaso Boreta, John Boreta, Boreta Enterprises Ltd., ASI Group LLC and RFX Acquisition LLC (Previously filed as Exhibit
10.6 to the Form 8-K/A filed February 11, 2005, and incorporated herein by reference).                                                                                           
|10.7        |  | Stock Purchase Agreement dated as of February 7, 2005, by and between the Company and The Huff Alternative Fund, L.P. and affiliates (Previously filed as Exhibit 10.7 to the Form 8-K/A filed February 11, 2005, and
incorporated herein by reference).                                                                                                                                                   
|10.8        |  | Stock Pledge Agreement, dated as of February 7, 2005, by and among RFX Acquisition LLC, Ronald S. Boreta, John Boreta and Boreta Enterprises, Ltd. (Previously filed as Exhibit 10.8 to the Form 8-K/A filed February 11,
2005, and incorporated herein by reference).                                                                                                                                     
|10.9        |  | Lease Agreement, dated as of February 7, 2005, by and between The Promenade Trust and the Company with respect to the Graceland property (Previously filed as Exhibit 10.9 to the Form 8-K/A filed February 11, 2005, and
incorporated herein by reference).                                                                                                                                               
|10.10       |  | Elvis Presley Enterprises, Inc. Shareholders Agreement, dated as of February 7, 2005 (Previously filed as Exhibit 10.10 to the Form 8-K/A filed February 11, 2005, and incorporated herein by reference).                                                                                                                                                                                                  
|10.11       |  | Amended and Restated Operating Agreement of Elvis Presley Enterprises, LLC, dated as of February 7, 2005 (Previously filed as Exhibit 10.11 to the Form 8-K/A filed February 11, 2005, and incorporated herein by
reference).                                                                                                                                                                              
|10.12       |  | Bridge Loan Credit Agreement dated as of February 7, 2005 among the Company, EPE Holding Corporation, certain financial institutions or entities from time to time, Bear, Stearns & Co., Inc., as sole lead arranger, and
Bear Stearns Corporate Lending Inc., as administrative agent (Previously filed as Exhibit 10.12 to the Form 8-K/A filed February 11, 2005, and incorporated herein by reference).
|14.1        |  | Code of Ethics (Previously filed as Exhibit 14.1 to the Form 8-K/A filed February 11, 2005, and incorporated herein by reference).                                                                                                                                                                                                                                                                         
|21.2        |  | List of Subsidiaries (Filed herewith).                                                                                                                                                                                                                                                                                                                                                                     
|31.1        |  | Certification of Principal Executive Officer (Filed herewith)                                                                                                                                                                                                                                                                                                                                              
|31.2        |  | Certification of Principal Financial Officer (Filed herewith).                                                                                                                                                                                                                                                                                                                                             
|            |  |                                                                                                                                                                                                                                                                                                                                                                                                            

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|32.1 |  | Section 1350 Certification of Principal Executive Officer (Filed herewith).                                                                                                                                                                                                                                                                                                                                                                          
|---- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|32.2 |  | Section 1350 Certification of Principal Financial Officer (Filed herewith).                                                                                                                                                                                                                                                                                                                                                                          
|99.1 |  | The Presley Business Combined Statements of Net Assets to be Sold and Related Combined Statements of Operations and Royalty Income and Net Assets and of Cash Flows as of September 30, 2004, December 31, 2003 and 2002 and
for the Nine Months Ended September 30, 2004 and for Each of the Three Years Ended December 31, 2003 (Previously filed as Exhibit 99.1 to the Form 8-K/A filed February 11, 2005, and incorporated herein by reference).
|99.2 |  | Unaudited Pro Forma Condensed Combined Financial Statements (Previously filed as Exhibit 99.2 to the Form 8-K/A filed February 11, 2005, and incorporated herein by reference).                                                                                                                                                                                                                                                                      
|99.3 |  | Audit Committee Charter (Filed herewith).                                                                                                                                                                                                                                                                                                                                                                                                            
|99.4 |  | Compensation Committee Charter (Filed herewith).                                                                                                                                                                                                                                                                                                                                                                                                     
|99.5 |  | Nominating and Corporate Governance Committee Charter (Filed herewith).                                                                                                                                                                                                                                                                                                                                                                              

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