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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
 Form 10-K/A
  Amendment No. 1
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2007ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission File
    No. 001-33902
  FX Real Estate and
    Entertainment Inc.
 (Exact name of Registrant as
    specified in its charter)
  Delaware

36-4612924(State or other jurisdiction
    of
    incorporation or organization)

(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:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Stock, Par Value $0.01 Per Share


The NASDAQ Global Market LLC   Securities Registered Pursuant to Section 12(g) of the
    Act:
  None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2).
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller
    reporting
    company o (Do
    not check if a smaller reporting company)
  Rule 12b-2 o þ




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FX Real
    Estate and Entertainment Inc.
  EXPLANATORY NOTE
  Form 10-K




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##### 



Form 10-K/A
  TABLE OF
    CONTENTS
   
 PagePART IIItem 5.


Market for Registrants Common Equity, Related Stockholder
    Matters and Issuer Purchases of Equity Securities


1PART IIIItem 10.


Directors, Executive Officers and Corporate Governance


2Item 11.


Executive Compensation


6Item 12.


Security Ownership of Certain Beneficial Owners and Management
    and Related Stockholder Matters


12Item 13.


Certain Relationships and Related Transactions, and Director
    Independence


13Item 14.


Principal Accountant Fees and Services


19PART IVItem 15.


Exhibits and Financial Statement Schedules


20EX-31.1: CERTIFICATIONEX-31.2: CERTIFICATION




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PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Market
    Information
  ®
    Dividend
    Policy
    Securities
    Authorized for Issuance Under Equity Compensation
    Plans
  Item 12. Security Ownership of Certain
    Beneficial Owners and Management and Related Stockholder
    Matters  Securities Authorized for Issuance Under
    Equity Compensation Plans
  Recent
    Sales of Unregistered Securities
          less Initial Tranche provided, however
   1




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PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Executive
    Officers and Directors of FX Real Estate and Entertainment
    Inc.
      Name

Age

PositionRobert F.X. Sillerman


59


Chairman and Chief Executive OfficerPaul C. Kanavos


50


Director, PresidentBarry A. Shier


52


Director, Chief Operating OfficerThomas P. Benson


45


Executive Vice President, Chief Financial Officer, DirectorBrett Torino


49


Chairman - Las Vegas DivisionMitchell Nelson


60


Executive Vice President, General Counsel, SecretaryDavid M. Ledy


58


DirectorHarvey Silverman


66


DirectorCarl D. Harnick


73


Director Nominee   Robert F.X. Sillerman
  Paul C. Kanavos
  Barry Shier
 2




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Thomas P. Benson
  Brett Torino
  Mitchell Nelson
  David M. Ledy
  Harvey Silverman
  Independent
    Director Nominee
    Carl D. Harnick
 3




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The Huff
    Director
        Section 16(a)
    Beneficial Ownership Reporting Compliance
     4




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Code of
    Business Conduct and Ethics
    Form 8-K
  Corporate
    Governance Guidelines
  ® www.fxree.com
  Board
    Committees
    Committee

MembersAudit Committee

David M. Ledy (Chairman)Harvey SilvermanCompensation Committee

David M. Ledy (Chairman)Harvey SilvermanNominating and Corporate Governance Committee

Harvey Silverman (Chairman)David M. Ledy   Audit
    Committee
    ® ®
 5




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##### Table of Contents



ITEM 11.
    EXECUTIVE
    COMPENSATION  Executive
    Compensation
    Compensation
    Discussion and Analysis
   Employment Contracts
    
    the individuals background, training, education and
    experience;
    the individuals role with us and the compensation paid to
    individuals in similar roles in the companies we consider to
    have characteristics similar to ours;
    the market demand for specific expertise possessed by the
    individual;
    the goals and expectations for the individuals position
    and his or her success in achieving these goals; and
    a comparison of the individuals pay to that of other
    individuals within the company with similar title, role,
    experience and capabilities.  Compensation
    Committee
  ® www.fxree.com
 6




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##### Table of Contents



Overview
    of Compensation Program
    Components
    of Compensation for Named Executive Officers
    Base
    Salary
  Employment
    Contracts
  Annual
    Incentives
    Executive
    Equity Incentive Plan
    Administration.
  Maximum Shares and Award Limits.
 7




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Eligibility.
  Stock Options.
    Amendment and Termination.
    Equity
    Incentive Plan
    Administration.
  Maximum Shares and Award Limits.
 8




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Eligibility.
  Stock Options.
    Stock Awards and Performance Based
    Compensation.
  Deferred Shares.
 9




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Performance Shares and Performance Units.
  Amendment and Termination.
  Employment
    Contracts
      Form S-3,
   Executive Equity Incentive Plan
   10




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and/or
        Shared
    Services Agreement
  Item 13 Certain Relationships, Related
    Transactions and Director Independence Shared
    Services Agreement
  Compensation
    Committee Interlocks and Insider Participation
  Item 13. Certain
    Relationships, Related Transactions, and Director
    Independence.
    
    a member of the compensation committee (or other committee of
    the board of directors performing equivalent functions or, in
    the absence of any such committee, the entire board of
    directors) or another entity, one of whose executive officers
    served on our compensation committee;
    a director of another entity, one of whose executive officers
    served on our compensation committee; and
    a member of the compensation committee (or other committee of
    the board of directors performing equivalent functions or, in
    the absence of any such committee, the entire board of
    directors) of another entity, one of whose executive officers
    served as a director of us. 11




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COMPENSATION
    COMMITTEE REPORT
       ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS  Securities
    Authorized for Issuance under Equity Compensation
    Plans
    (a)

(b)Number of

Weighted-Securities to

Averagebe

Exercise

(c)Issued Upon

Price of

Number ofExercise of

Outstanding

SecuritiesOutstanding

Options,

RemainingOptions, Warrants

Warrants and

Available ForPlan Category

and Rights

Rights

Future Issuance(#)

($)

(#)Equity compensation plans approved by security holders










Equity compensation plans not approved by security holders(1)


9,450,000



18.41



6,050,000     (1)
    
    We maintain the 2007 Executive Equity Incentive Plan and the
    2007 Long-Term Incentive Compensation Plan. All outstanding
    options, warrants and other rights were issued under the 2007
    Executive Equity Incentive Plan. See Note 12 to our audited
    Consolidated Financial Statements included in the Original
    Report. The Company intends to submit these Plans for
    stockholder approval at its 2008 Annual Meeting of Stockholders.  Item 11. Executive Compensation 
    Components of Compensation for Named Executive
    Officers
  Security
    Ownership of Certain Beneficial Owners and Management
    
    each person or entity known by us to beneficially own more than
    5% of our Common Stock;
    each of our named executive officers;
    each of our current directors and director nominees; and
    all of our directors, director nominees and executive officers
    named as a group.   12




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Amount andNature ofBeneficialName and Address(1)

Ownership


Percent of ClassBeneficial Owners of More Than 5% of Our Common Stock:Robert F.X. Sillerman(2)


14,844,904



33.2Paul Kanavos(3)


5,763,108



12.9Brett Torino(4)


5,733,108



12.8The Huff Alternative Fund, L.P.(5)


3,952,442



8.8Directors, DirectorNominees and NamedExecutive Officers:Barry Shier


500,000



1.1Thomas P. Benson


417,234



*David M. Ledy


28,024



*Carl D. Harnick


7,550



*Harvey Silverman(6)


1,577,016



3.5Mitchell J. Nelson


165,000



*All directors, director nominees and executive officers as a
    group (9 persons)


29,035,944



65.0     *
    
    Less than 1%(1)
    
    Unless otherwise indicated, the address of each identified
    beneficial owner is:
    c/o FX
    Real Estate and Entertainment Inc., 650 Madison Avenue, New
    York, New York 10022.(2)
    
    Includes: (i) 13,777,987 shares of common stock owned
    of record by Mr. Sillerman; (ii) 300,000 shares
    of common stock owned of record by Laura Baudo Sillerman,
    Mr. Sillermans spouse; and
    (iii) 766,917 shares of common stock owned of record
    by Sillerman Capital Holdings, L.P., a limited partnership
    controlled by Mr. Sillerman through a trust for the benefit
    of Mr. Sillermans descendants. Mr. Sillerman is
    our Chairman and Chief Executive Officer.(3)
    
    Includes: (i) 500,000 shares of common stock owned of
    record by Dayssi Olarte de Kanavos 2008 GRAT;
    (ii) 500,000 shares of common stock owned of record by
    Paul C. Kanavos 2008 GRAT; (iii) 4,408,804 shares of
    common stock owned of record by Mr. Kanavos and his spouse
    Dayssi Kanavos, as joint tenants and
    (iv) 354,254 shares of common stock owned of record by
    Paul C. Kanavos. Mr. Kanavos is our President and serves on
    our board of directors.(4)
    
    Includes: (i) 176,238 shares of common stock owned of
    record by Brett Torino; and (ii) 5,556,870 shares of
    common stock owned of record by ONIROT Living Trust.(5)
    
    Includes 88,596 shares of common stock owned of record by
    an affiliated limited partnership of The Huff Alternative Fund,
    L.P. William R. Huff possesses the sole power to vote and
    dispose of all the shares of our common stock held by the two
    Huff entities, subject to certain internal compliance
    procedures. The address of the Huff entities is 67 Park Place,
    Morristown, New Jersey 07960.(6)
    
    Includes: (i) 1,384,119 shares of common stock owned
    of record by Mr. Silverman and
    (ii) 192,897 shares of common stock owned of record by
    Silverman Partners LP, in which Mr. Silverman is the sole
    general partner.  ITEM 13.
    CERTAIN
    RELATIONSHIPS, RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE   13




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Related
    Parties
  
    Robert F.X. Sillerman, our Chairman and Chief Executive Officer,
    (i) is the Chairman and Chief Executive Officer of CKX,
    Inc., (ii) owns approximately 31% of the outstanding common
    stock of CKX, (iii) is a director, executive officer and
    principal stockholder of 19X, which has entered into an
    agreement to acquire CKX, (iv) owns approximately 29.3% of
    the outstanding equity of Flag Luxury Properties, and
    (v) has personally guaranteed a $23 million loan to
    our company from an affiliate of Credit Suisse.
    Paul Kanavos, our President, (i) is the Chairman and Chief
    Executive Officer of Flag Luxury Properties, and (ii) owns
    approximately 29.3% of the outstanding equity of Flag Luxury
    Properties.
    Flag Luxury Properties holds a $45 million priority
    preferred distribution as more fully described below.
    CKX, Inc. (i) is party to a shared services agreement with
    us as more fully described below, (ii) is party to license
    agreements with us, through its subsidiaries, as more fully
    described below, and (iii) has loaned us $6.0 million
    under a $7.0 million line of credit, as more fully
    described below.
    We have entered into an option agreement with 19X, Inc., a
    company owned in part by Mr. Sillerman which, if and when
    effective, would give us an option to acquire an 85% interest in
    the Elvis Presley business currently owned and operated by CKX,
    Inc. through its Elvis Presley Enterprises subsidiaries. Because
    19X will only own those rights upon consummation of its pending
    acquisition of CKX, the effectiveness of the Option Agreement is
    conditioned upon the closing of 19Xs acquisition of CKX.  Flag
    Luxury Properties Contribution and Sale of Assets to FX Luxury
    Realty
            CKX
    Investment, Transfer to Distribution Trusts and
    Reorganization
   14




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
    CKX FXLR Stockholder Distribution Trust I, or Distribution
    Trust I, formed to hold the dividend property for the
    benefit of certain named CKX executive officers who are
    stockholders of CKX pending consummation of the CKX
    Distribution and
    CKX FXLR Stockholder Distribution Trust II, or Distribution
    Trust II, formed to hold the FX Luxury Realty equity
    interests for the benefit of CKX stockholders as of the record
    date of the CKX Distribution pending consummation of the CKX
    Distribution.    
    CKX irrevocably transferred and assigned a 9.5% common
    membership interest in FX Luxury Realty to Distribution
    Trust I;
    CKX contributed a 15.5% common membership interest in FX Luxury
    Realty to FX Real Estate and Entertainment in exchange for
    shares of FX Real Estate and Entertainment as step one in the
    previously disclosed plan to reorganize FX Luxury Realty into a
    Subchapter C corporation prior to the CKX Distribution of its
    equity interests to CKX stockholders; and
    CKX irrevocably transferred and assigned the FX Real Estate and
    Entertainment shares to Distribution Trust II.          Flag
    Distribution
    Preferred
    Distribution
   15




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License
    Agreements
    Item 1
    Business  Elvis Presley License Agreement and
    Item 1 Business  Muhammad Ali License
    Agreement.
  Conditional
    Amendment
    1 2
    Shared
    Services Agreement
     16




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provided, however and/or provided further, however
    Sillerman
    Investment Agreement
      Conditional
    Option Agreement with 19X
  Business  The
    Company  Transaction With and Involving Elvis Presley
    Enterprises  Conditional Option Agreement with
    19X.
 17




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Stockholder
    Lock-Ups
  lock-up lock-up lock-up lock-up
  Related
    Party Indebtedness
       18




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Employee
    Relationships
    Board
    Decisions and Certain Conflicts of Interest
    Independent
    Directors
    Item 10.
    Directors, Executive Officers and Corporate
    Governance Item 10. Directors,
    Executive Officers and Corporate Governance
  ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES  Services
    Provided by the Independent Registered Public Accounting Firm
    and Fees Paid
    2007


2006Audit Fees(1)

$
2,454,300


$
321,400Audit-Related Fees






Tax Fees(2)


286,900



9,200All Other Fees






Total

$
2,741,200


$
330,600  19




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(1)
    
    Audit fees for 2007 include $1,703,300 associated with
    accounting consultations, procedures necessary to perform audits
    of the historical financial statements of the Metroflag
    entities, as the Companys predecessor, assistance with and
    review of the Companys registration statement on
    Form S-1,
    as amended, and relating filings with the SEC, in connection
    with the CKX Distribution.(2)
    
    Tax fees related to tax compliance, advice and planning of the
    Company and the Metroflag entities.  Audit
    Committee Pre-Approval of Services Provided by the Independent
    Registered Public Accounting Firm
   PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENTS AND SCHEDULES    (1) Financial Statements:
    (2) Financial Statement Schedule:
        (3) Exhibits
    ExhibitNumber

Description31
.1

Certification of Principal Executive Officer31
.2

Certification of Principal Financial Officer  20




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SIGNATURES
    FX Real Estate and Entertainment Inc.
  By:

/s/  ROBERT
    F.X. SILLERMAN

April 29, 2008Robert F.X. Sillerman
    Chief Executive Officer and Chairman of the BoardBy:

/s/  THOMAS
    P. BENSON

April 29, 2008Thomas P. Benson
    Chief Financial Officer, Executive Vice President and
    TreasurerPaul C. Kanavos, Director*
    Barry A. Shier, Director*
    David M. Ledy, Director*
    Harvey Silverman, Director**By:

/s/  THOMAS
    P. BENSON

April 29, 2008Thomas P. Benson, Attorney-in-fact by power of attorney  21




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INDEX TO
    EXHIBITS
    ExhibitNumber

Description31
.1

Certification of Principal Executive Officer31
.2

Certification of Principal Financial Officer