##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-Q
  þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    March 31, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For 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 Avenue
 New 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 $0.01 Per Share
  þ o
  12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

Non-accelerated
    filer o

Smaller reporting
    company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ




---



##### 



TABLE OF
    CONTENTS
   
 Part I.


FINANCIAL INFORMATIONItem 1


Financial StatementsCondensed Consolidated Balance Sheets (Unaudited)
    at March 31, 2008 and December 31, 2007


2Condensed Consolidated Statements of Operations
    (Unaudited) for the three months ended March 31, 2008 and
    2007


3Condensed Consolidated Statements of Cash Flows
    (Unaudited) for the three months ended March 31, 2008 and
    2007


4Notes to Condensed Consolidated Financial
    Statements (Unaudited)


6Item 2


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


19Item 3


Quantitative and Qualitative Disclosures About
    Market Risk


34Item 4


Controls and Procedures


35Part II


OTHER INFORMATIONItem 1


Legal Proceedings


35Item 6


Exhibits


36EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION   1




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##### Table of Contents



CKX,
    INC.
  CONDENSED
    CONSOLIDATED BALANCE SHEETS (UNAUDITED)
   March 31,


December 31,2008


2007(In thousands, except share information)ASSETSCurrent assets:Cash and cash equivalents

$
55,928


$
50,947Receivables, net of allowance for doubtful accounts of $570 at
    March 31, 2008 and $832 at December 31, 2007


61,260



42,231Due from related party


1,537



999Inventories, net of allowance for obsolescence of $671 at
    March 31, 2008 and $627 at December 31, 2007


2,096



2,092Prepaid expenses and other current assets


4,631



5,337Investment in FXRE






6,175Deferred tax assets


1,347



1,293Total current assets


126,799



109,074Property and equipment  net


45,906



43,989Receivables


9,437



1,607Loans to related parties


8,088



7,931Deferred production costs


4,198



635Other assets


20,958



19,223Goodwill


160,018



160,454Other intangible assets  net


176,868



181,872Deferred tax assets


689



670TOTAL ASSETS

$
552,961


$
525,455LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
14,623


$
14,987Accrued expenses


17,229



20,448Accrued dividend






6,175Current portion of long-term debt


673



652Income taxes payable


10,346



6,226Deferred revenue


28,805



12,009Other current liabilities


209



Total current liabilities


71,885



60,497Long-term liabilities:Long-term debt


101,933



102,418Deferred revenue


9,120



2,778Other long-term liabilities


4,205



4,216Deferred tax liabilities


36,934



38,083Total liabilities


224,077



207,992Minority interest


4,728



4,757Redeemable restricted common stock 
    1,672,170 shares outstanding at March 31, 2008 and
    December 31, 2007


23,002



23,002Commitments and contingenciesStockholders equity:Preferred stock, $.01 par value, authorized
    75,000,000 shares:Series B-1 
    1,491,817 shares outstanding


22,825



22,825Series C-1 share
    outstanding






Common stock, $0.01 par value: authorized
    200,000,000 shares, 95,409,672 shares issued and
    outstanding at March 31, 2008 and 95,402,757 issued and
    outstanding at December 31, 2007


954



954Additional
    paid-in-capital


374,980



374,665Accumulated deficit


(112,532
)


(123,746
)Accumulated other comprehensive income


14,927



15,006Total stockholders equity


301,154



289,704TOTAL LIABILITIES AND STOCKHOLDERS EQUITY

$
552,961


$
525,455    2




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##### Table of Contents



CKX,
    INC.
  CONDENSED
    CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
  Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2008


2007(In thousands, except share and per share information)Revenue

$
65,237


$
49,598Operating expenses:Cost of sales


17,071



11,554Selling, general and administrative expenses


17,504



19,310Corporate expenses


4,597



4,970Depreciation and amortization


5,632



5,572Merger and distribution-related costs


591



Other (income) expense


(217
)


70Total operating expenses


45,178



41,476Operating income


20,059



8,122Interest income


778



290Interest expense


(1,617
)


(416
)Income before income taxes, equity in earnings of affiliates and
    minority interest


19,220



7,996Income tax expense


8,365



4,809Income before equity in earnings of affiliates and minority
    interest


10,855



3,187Equity in earnings of affiliates


1,212



377Minority interest


(397
)


(208
)Net income


11,670



3,356Dividends on preferred stock


(456
)


(456
)Net income available to common stockholders

$
11,214


$
2,900Income per share:Basic income per share

$
0.12


$
0.03Diluted income per share

$
0.12


$
0.03Average number of common shares outstanding:Basic


97,080,778



96,737,982Diluted


97,083,350



96,947,282    3




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##### Table of Contents



CKX,
    INC
  CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
  Three Months


Three MonthsEnded


EndedMarch 31,


March 31,2008


2007(In thousands)Cash flows from operating activities:Net income

$
11,670


$
3,356Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


5,632



5,572Unrealized foreign currency gains


(217
)


Share-based payments


314



296Equity in earnings of affiliates, net of cash received


(1,212
)


404Deferred income taxes


(1,200
)


466Non-cash interest expense


166



158Provision for inventory and accounts receivable allowance


64



38Minority interest


397



208Changes in operating assets and liabilities:Receivables


(26,462
)


(5,478
)Inventory


(39
)


(149
)Prepaid expenses


706



(1,475
)Prepaid income taxes






4,518Other assets


(4,940
)


(2,535
)Accounts payable and accrued expenses


(3,176
)


(1,133
)Deferred revenue


23,138



(1,872
)Income taxes payable


4,120



Other


(19
)


(44
)Net cash provided by operating activities


8,942



2,330Cash flows from investing activities:Purchases of property and equipment


(2,586
)


(7,729
)Net cash used in investing activities


(2,586
)


(7,729
)Cash flows from financing activities:Exercise of warrants






243Distributions to minority interest shareholders


(425
)


(475
)Principal payments on debt


(464
)


(422
)Dividends paid on preferred stock


(456
)


(456
)Net cash used in financing activities


(1,345
)


(1,110
)Effect of exchange rate changes on cash


(30
)


40Net increase (decrease) in cash and equivalents


4,981



(6,469
)Cash and cash equivalents  beginning of period


50,947



36,610Cash and cash equivalents  end of period

$
55,928


$
30,141Supplemental cash flow data:Cash paid during the period for:Interest

$
1,401


$
336Income taxes


5,139



95    4




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##### Table of Contents



Supplemental
    Cash Flow Information
    Distribution of final 2% FXRE ownership interest

$
6,175Accrued but unpaid Series B Convertible Preferred Stock
    Dividends


456     Accrued but unpaid Series B Convertible Preferred Stock
    Dividends

$
456    5




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##### Table of Contents



CKX,
    INC.



NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL
    STATEMENTS  1.
    Overview  IDOLS American Idol IDOLS American Idol
  Form 10-K
  2.
    Merger
    Agreement    Description
    of Merger Offer
      Revised
    Offer
     6




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##### Table of Contents



CKX,
    INC.
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED
 FINANCIAL
    STATEMENTS  (Continued)
              Affiliated
    Elements of Transaction
    3.
    Transactions
    Involving FX Real Estate and Entertainment Inc. and FX Luxury
    Realty, LLC     7




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##### Table of Contents



CKX,
    INC.
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED
 FINANCIAL
    STATEMENTS  (Continued)
      Investments
    in FX Luxury Realty and FX Real Estate and Entertainment Inc.
    and Distributions to CKX Stockholders
         8




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##### Table of Contents



CKX,
    INC.
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED
 FINANCIAL
    STATEMENTS  (Continued)
    Accounting
    for the Investment and Distributions
      License
    Agreements
        CKX
    Loan to FXRE
   9




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##### Table of Contents



CKX,
    INC.
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED
 FINANCIAL
    STATEMENTS  (Continued)
    Shared
    Services Agreement
          4.
    Accounting
    Policies  Form 10-K
  Impact
    of Recently Issued Accounting Standards
   10




---



##### Table of Contents



CKX,
    INC.
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED
 FINANCIAL
    STATEMENTS  (Continued)
      5.
    Comprehensive
    Income    Three Months EndedMarch 31,2008


2007Net income

$
11,670


$
3,356Other comprehensive income (loss):Foreign currency translation adjustments


(79
)


401Comprehensive income

$
11,591


$
3,757     6.
    Earnings
    Per Share/Common Shares Outstanding  Earnings Per Share
 11




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##### Table of Contents



CKX,
    INC.
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED
 FINANCIAL
    STATEMENTS  (Continued)
    Three Months Ended March 31,2008


2007Basic common shares outstanding (including redeemable restricted
    common stock)


97,080,778



96,737,982Incremental shares for assumed exercise of stock options (and
    warrants in 2007)


2,572



209,300Diluted common shares outstanding (including redeemable
    restricted common stock)


97,083,350



96,947,282   7.
    Intangible
    Assets and Goodwill    WeightedAverage


Gross





NetRemaining


Carrying


Accumulated


CarryingUseful Life


Amount


Amortization


AmountDefinite Lived Intangible Assets:Presley record, music publishing, film and video rights


11.8 years


$
28,900


$
(5,896
)

$
23,004Other Presley intangible assets


13.9 years



13,622



(4,308
)


9,31419 Entertainment IDOLS television programming, merchandising and
    sponsorship relationships


4.0 years



80,798



(33,833
)


46,96519 Entertainment other artist management, recording,
    merchandising, and sponsorship relationships


1.2 years



16,881



(12,354
)


4,527MBST artist contracts, profit participation rights and other
    intangible assets


3.6 years



4,270



(1,976
)


2,294$
144,471


$
(58,367
)

$
86,104     Balance atMarch 31,2008Indefinite Lived Intangible Assets:Trademarks, publicity rights and other intellectual property

$
90,764  12




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##### Table of Contents



CKX,
    INC.
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED
 FINANCIAL
    STATEMENTS  (Continued)
    Gross





NetCarrying


Accumulated


CarryingAmount


Amortization


AmountDefinite Lived Intangible Assets:Presley record, music publishing, film and video rights

$
28,900


$
(5,408
)

$
23,492Other Presley intangible assets


13,622



(3,990
)


9,63219 Entertainment IDOLS television programming, merchandising and
    sponsorship relationships


80,879



(30,930
)


49,94919 Entertainment other artist management, recording,
    merchandising, and sponsorship relationships


16,898



(11,347
)


5,551MBST artist contracts, profit participation rights and other
    intangible assets


4,270



(1,786
)


2,484$
144,569


$
(53,461
)

$
91,108   Balance atDecember 31,2007Indefinite Lived Intangible Assets:Trademarks, publicity rights and other intellectual property

$
90,764     For the nine months ending December 31, 2008

$
13,700For the years ending December 31, 2009


16,9002010


16,1002011


15,0002012


5,700     2008ForeignBalance at


Currency





Balance atDecember 31,


Translation


Other


March 31,2007


Adjustment


Adjustments


2008Presley royalties and licensing

$
14,413


$



$



$
14,413Presley Graceland operations


10,166











10,16619 Entertainment


121,328



(121
)


(315
)


120,892MBST


10,097











10,097Ali Business


4,450











4,450Total

$
160,454


$
(121
)

$
(315
)

$
160,018    13




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##### Table of Contents



CKX,
    INC.
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED
 FINANCIAL
    STATEMENTS  (Continued)
  8.
    Debt            9.
    Stockholders
    Equity    10.
    Income
    Taxes           14




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##### Table of Contents



CKX,
    INC.
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED
 FINANCIAL
    STATEMENTS  (Continued)
          11.
    Commitments
    and Contingencies           15




---



##### Table of Contents



CKX,
    INC.
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED
 FINANCIAL
    STATEMENTS  (Continued)
    12.
    Segment
    Information      Presley BusinessRoyalties and


Graceland


19





CorporateSegment Information

Licensing


Operations


Entertainment


Ali Business


and Other


Total(Amounts in thousands)Three months ended March 31, 2008:Revenue

$
4,048


$
6,313


$
52,986


$
1,116


$
774


$
65,237Operating income (loss)

$
2,039


$
(1,076
)

$
24,795


$
274


$
(5,973
)

$
20,059Depreciation and amortization

$
645


$
552


$
4,190


$
15


$
230


$
5,632OIBDAN

$
2,695


$
(506
)

$
29,051


$
293


$
(5,528
)

$
26,005Three months ended March 31, 2007:Revenue

$
3,759


$
6,162


$
37,406


$
1,373


$
898


$
49,598Operating income (loss)

$
631


$
(1,255
)

$
13,642


$
716


$
(5,612
)

$
8,122Depreciation and amortization

$
645


$
502


$
4,189


$
9


$
227


$
5,572OIBDAN

$
1,283


$
(742
)

$
17,886


$
729


$
(5,166
)

$
13,990Asset Information:Segment assets at March 31, 2008

$
92,178


$
73,897


$
212,610


$
68,811


$
105,465


$
552,961Segment assets at December 31, 2007

$
83,324


$
72,846


$
230,696


$
60,053


$
78,536


$
525,455  16




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##### Table of Contents



CKX,
    INC.
  NOTES TO
    UNAUDITED CONDENSED CONSOLIDATED
 FINANCIAL
    STATEMENTS  (Continued)
    Three Months EndedMarch 31,2008


2007(Amounts in thousands)OIBDAN

$
26,005


$
13,990Depreciation and amortization


(5,632
)


(5,572
)Non-cash compensation


(314
)


(296
)Interest income


778



290Interest expense


(1,617
)


(416
)Equity in earnings of affiliates


1,212



377Income tax expense


(8,365
)


(4,809
)Minority interest


(397
)


(208
)Net income

$
11,670


$
3,356   13.
    Related
    Party Transactions       17




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##### Table of Contents



FORWARD
    LOOKING STATEMENTS
  In addition to historical information, this
    Form 10-Q
    (this Quarterly Report) contains forward-looking
    statements within the meaning of Section 27A of the
    Securities Act of 1933, as amended, and Section 21E of the
    Securities Exchange Act of 1934, as amended. Forward-looking
    statements are those that predict or describe future events or
    trends and that do not relate solely to historical matters. You
    can generally identify forward-looking statements as statements
    containing the words believe, expect,
    will, anticipate, intend,
    estimate, project, assume or
    other similar expressions, although not all forward-looking
    statements contain these identifying words. All statements in
    this Quarterly Report regarding our future strategy, future
    operations, projected financial position, estimated future
    revenue, projected costs, future prospects, and results that
    might be obtained by pursuing managements current plans
    and objectives are forward-looking statements. You should not
    place undue reliance on our forward-looking statements because
    the matters they describe are subject to known and unknown
    risks, uncertainties and other unpredictable factors, many of
    which are beyond our control. Our forward-looking statements are
    based on the information currently available to us and speak
    only as of the date on which this Quarterly Report was filed
    with the Securities and Exchange Commission (SEC).
    We expressly disclaim any obligation to issue any updates or
    revisions to our forward-looking statements, even if subsequent
    events cause our expectations to change regarding the matters
    discussed in those statements. Over time, our actual results,
    performance or achievements will likely differ from the
    anticipated results, performance or achievements that are
    expressed or implied by our forward-looking statements, and such
    difference might be significant and materially adverse to our
    stockholders.
 18




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Managements discussion and analysis of financial
    condition and results of operations should be read in
    conjunction with the historical financial statements and
    footnotes of the registrant included in its Annual Report on
    Form 10-K
    for the year ended December 31, 2007. Our future results of
    operations may change materially from the historical results of
    operations reflected in our historical financial statements.
  General
  IDOLS American Idol IDOLS
    Merger
    Agreement
    Description
    of Merger Offer
      Revised
    Offer
   19




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##### Table of Contents



Form 8-K,
    Form 10-K The Failure to Complete the Merger
    Could Adversely Affect the Business, Prospects, Results of
    Operations or Stock Price of the Company.
  Affiliated
    Elements of Transaction
    Approval
    Process
   20




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##### Table of Contents



Transactions
    Involving FX Real Estate and Entertainment Inc. and FX Luxury
    Realty, LLC
  Investments
    in FX Luxury Realty and FX Real Estate and Entertainment Inc.
    and Distributions to CKX Stockholders
         21




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##### Table of Contents



Accounting
    for the Investment and Distributions
      License
    Agreements
      CKX
    Loan to FXRE
   22




---



##### Table of Contents



Affiliated
    Elements of Transactions
      Approval
    Process
    Shared
    Services Agreement
         23




---



##### Table of Contents



Presley
    Business
  and/or and/or
          and/or
  19 Entertainment
    IDOLS IDOLS IDOLS IDOLS IDOLS IDOLS
  IDOLS American Idol 1 American Idol 4 American Idol 4
 24




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##### Table of Contents



IDOLS
  American Idol IDOLS
  American Idol American Idol American Idol American Idol American Idol
  American Idol So You Think You Can Dance IDOLS So You Think You Can Dance
    Ali
    Business
     25




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##### Table of Contents



Other
        Use of
    OIBDAN
      Consolidated
    Operating Results Three Months Ended March 31,
    2008
  Compared
    to Three Months Ended March 31, 2007
  Three Months


Three MonthsEnded


EndedMarch 31, 2008


March 31, 2007


Variance(In thousands)Revenue

$
65,237


$
49,598


$
15,639Operating expenses


45,178



41,476



3,702Operating income


20,059



8,122



11,937Income tax expense


8,365



4,809



3,556Net income


11,670



3,356



8,314Operating income

$
20,059


$
8,122


$
11,937Depreciation and amortization


5,632



5,572



60Non-cash compensation


314



296



18OIBDAN

$
26,005


$
13,990


$
12,015   American Idol,
 26




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##### Table of Contents



Presley
    Business  Royalties and Licensing
    2008


2007


Variance(In thousands)Revenue

$
4,048


$
3,759


$
289Cost of sales


(180
)


(316
)


136Selling, general and administrative expense, excluding non-cash
    compensation


(1,173
)


(2,160
)


987OIBDAN

$
2,695


$
1,283


$
1,412OIBDAN

$
2,695


$
1,283


$
1,412Depreciation and amortization


(645
)


(645
)


Non-cash compensation


(11
)


(7
)


(4
)Operating income

$
2,039


$
631


$
1,408     Presley
    Business  Graceland Operations
    2008


2007


Variance(In thousands)Revenue

$
6,313


$
6,162


$
151Cost of sales


(935
)


(1,060
)


125Selling, general and administrative expense, excluding non-cash
    compensation


(5,884
)


(5,844
)


(40
)OIBDAN

$
(506
)

$
(742
)

$
236OIBDAN

$
(506
)

$
(742
)

$
236Depreciation and amortization


(552
)


(502
)


(50
)Non-cash compensation


(18
)


(11
)


(7
)Operating income

$
(1,076
)

$
(1,255
)

$
179    27




---



##### Table of Contents



th
    19 Entertainment
    Three Months Ended March 31, 2008

Revenue


Cost of Sales(In thousands)American Idol(including television production, foreign
    syndication, sponsorship, merchandise and touring)

$
28,764


$
(4,762
)

$
24,002Other IDOLStelevision programs (including license fees
    and sponsorship)


4,345



(211
)


4,134So You Think You Can Danceand other television
    productions


311



(1,992
)


(1,681
)Recorded music, management clients and other


19,566



(8,641
)


10,925$
52,986


$
(15,606
)

$
37,380Selling, general and administrative expenses and other costs,
    excluding non-cash compensation










(8,329
)OIBDAN









$
29,051OIBDAN









$
29,051Depreciation and amortization










(4,190
)Non-cash compensation










(66
)Operating income









$
24,795   28




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##### Table of Contents



Three Months Ended March 31, 2007

Revenue


Cost of Sales(In thousands)American Idol(including television production, foreign
    syndication, sponsorship, merchandise and touring)

$
20,203


$
(5,508
)

$
14,695Other IDOLStelevision programs (including license fees
    and sponsorship)


3,839



(79
)


3,760So You Think You Can Danceand other television
    productions


352



(697
)


(345
)Recorded music, management clients and other


13,012



(3,746
)


9,266$
37,406


$
(10,030
)

$
27,376Selling, general and administrative expenses and other costs,
    excluding non-cash compensation










(9,490
)OIBDAN









$
17,886OIBDAN









$
17,886Depreciation and amortization










(4,189
)Non-cash compensation










(55
)Operating income









$
13,642   American Idol
  American Idol 7 American Idol 6 American Idol American Idol
  IDOLS So You Think You Can Dance American Idol
  American Idol
  Ali
    Business
   29




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##### Table of Contents



Corporate
    and Other
  MBST
    Corporate
    Expenses and Other Costs
      Interest
    Income/Expense
    Other
    Costs
    Income
    Taxes
           30




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##### Table of Contents



Equity
    in Earnings of Affiliates
    Minority
    Interest
    Liquidity
    and Capital Resources
     31




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##### Table of Contents



Cash Flow
    for the three months ended March 31, 2008 and
    2007
  Operating
    Activities
      Investing
    Activities
      Financing
    Activities
      Uses
    of Capital
      Capital
    Expenditures
     32




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##### Table of Contents



Future
    Acquisitions
    Dividends
      Commitments
    and Contingencies
          Inflation
   33




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##### Table of Contents



Critical
    Accounting Policies
  Form 10-K
        Off
    Balance Sheet Arrangements
  Regulation S-K.
  Item 3.
    Quantitative
    and Qualitative Disclosure About Market Risk    Interest
    Rate Risk
        Foreign
    Exchange Risk
   34




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##### Table of Contents



19 Entertainment
    Put Option
    Item 4.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15 15d-15
  Changes
    in Internal Controls over Financial Reporting
   Part II 
    Other Information  Item 1.
    Legal
    Proceedings     35




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##### Table of Contents



Item 6.
    Exhibits  ExhibitNo.

Description2
.1

Amendment No. 1, dated as of August 1, 2007, to the
    Agreement and Plan of Merger, dated as of June 1, 2007, by
    and among 19X, Inc., 19X Acquisition Corp. and CKX, Inc.
    (Previously filed as Exhibit 2.1 to the
    Form 8-K
    filed August 1, 2007, and incorporated herein by reference.)2
.2

Amendment No. 2, dated as of September 27, 2007, to
    the Agreement and Plan of Merger, dated as of June 1, 2007
    and amended as of August 1, 2007, by and among 19X, Inc.,
    19 Acquisition Corp. and CKX, Inc. (Previously filed as
    Exhibit 2.1 to the
    Form 8-K
    filed September 28, 2007, and incorporated herein by
    reference.)2
.3

Amendment No. 3, dated January 23, 2008, to the
    Agreement and Plan of Merger, dated as of June 1, 2007 and
    amended as of August 1, 2007 and September 27, 2007,
    by and among 19X, Inc., 19 Acquisition Corp. and CKX, Inc.
    (Previously filed as Exhibit 2.1 to the
    Form 8-K
    filed January 24, 2008, and incorporated herein by
    reference.)2
.4

Amendment No. 2, dated September 27, 2007, to the
    Management Cooperation Agreement, dated as of June 1, 2007
    and amended as of July 18, 2007, by and among CKX, Inc. and
    each of the stockholders set forth on Schedule I thereto.
    (Previously filed as Exhibit 2.2 to the
    Form 8-K
    filed September 28, 2007, and incorporated herein by
    reference.)2
.5

Amendment No. 2, dated as September 27, 2007 to
    Membership Interest Purchase Agreement, dated as of June 1,
    2007 and amended as of June 18, 2007, by and among FX
    Luxury Realty, LLC, FX Real Estate and Entertainment Inc., CKX,
    Inc., and Flag Luxury Properties, LLC. (Previously filed as
    Exhibit 2.4 to the Quarterly Report on
    Form 10-Q
    for the quarter ended September 30, 2007, and incorporated
    herein by reference).2
.6

Amendment No. 2, dated as of September 27, 2007, to
    Repurchase Agreement, dated as of June 1, 2007 and amended
    as of June 18, 2007, by and among FX Luxury Realty, LLC,
    CKX, Inc., Flag Luxury Properties, LLC, FX Real Estate and
    Entertainment Inc., Robert F.X. Sillerman, Brett Torino and Paul
    C. Kanavos. (Previously filed as Exhibit 2.3 to the
    Form 8-K
    filed September 28, 2007, and incorporated herein by
    reference.)3
.1

Certificate of Incorporation (Previously filed as
    Exhibit 3.1 to the
    Form 10-KSB
    filed September 30, 2005, and incorporated herein by
    reference.)3
.2

By-Laws (Previously filed as Exhibit 3.2 to the
    Form 8-K
    filed March 25, 2005, and incorporated herein by reference.)4
.1

Registration Rights Agreement, dated March 17, 2005, by and
    among the Company, Simon Robert Fuller and Fuller Nominees
    Limited. (Previously filed as Exhibit 4.2 to the
    Form 10-QSB
    for the period ended March 31, 2005, and incorporated
    herein by reference.)4
.2

Registration Rights Agreement, dated February 7, 2005
    between the Company, The Huff Alternative Fund, L.P., and The
    Huff Alternative Parallel Fund, L.P. (Previously filed as
    Exhibit 4.4 to the
    Form 8-K/A
    filed February 11, 2005, and incorporated herein by
    reference.)4
.3

Letter Agreement, dated June 6, 2005, among the Company,
    The Huff Alternative Fund, L.P. and The Huff Alternative
    Parallel Fund, L.P. (Previously filed as Exhibit 4.9 to
    Amendment No. 3 to
    Form S-1/A
    (Registration Statement
    No. 333-123995)
    filed June 21, 2005 and incorporated herein by reference.)4
.4

Registration Rights Agreement, dated February 7, 2005,
    between the Company and The Promenade Trust (Previously filed as
    Exhibit 4.5 to the
    Form 8-K/A
    filed February 11, 2005, and incorporated herein by
    reference.) 36




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##### Table of Contents



ExhibitNo.

Description4
.5

Form of Common Stock Purchase Warrant, dated as of
    February 7, 2005, to purchase shares of common stock of the
    Company (previously filed as Exhibit 4.6 to the
    Form 8-K/A
    filed February 11, 2005, and incorporated herein by
    reference.)4
.6

Form of Promissory Term Note made on February 7, 2005,
    payable to Priscilla Presley (Previously filed as
    Exhibit 4.8 to the
    Form 8-K/A
    filed February 11, 2005, and incorporated herein by
    reference.)10
.1

Amended and Restated Employment Agreement, dated as of
    January 10, 2008, between the Company and Robert F.X.
    Sillerman (Previously filed as Exhibit 10.11 to the
    Companys Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2007)10
.2

Amended and Restated Employment Agreement, dated as of
    January 10, 2008, between the Company and Thomas J. Benson
    (Previously filed as Exhibit 10.14 to the Companys
    Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2007)31
.1

Certification of Principal Executive Officer (Filed herewith).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).  37




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##### Table of Contents



SIGNATURES
    Inc.
  BY:
    /s/  Robert
    F.X. Sillerman   Chief Executive Officer and Chairman of the Board
  BY:
    /s/  Thomas
    P. Benson   Chief Financial Officer, Executive Vice President and Treasurer
   38




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##### Table of Contents



INDEX TO
    EXHIBITS
  ExhibitNo.

Description31
.1

Certification of Principal Executive Officer.31
.2

Certification of Principal Financial Officer.32
.1

Section 1350 Certification of Principal Executive Officer.32
.2

Section 1350 Certification of Principal Financial Officer.