##### 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 September 30,
    2009ORo

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(State or other jurisdiction of
    incorporation or organization)

36-4612924(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
  þ o
  Regulation S-T
 o o
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company þ   Rule 12b-2 o þ




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##### 





TABLE OF
    CONTENTS
   
 PART I. FINANCIAL INFORMATIONExplanatory Note


3Item 1.


Financial StatementsConsolidated Balance Sheets as of September 30, 2009
    (Unaudited) and December 31, 2008


4Consolidated Statements of Operations (Unaudited) for the three
    months ended September 30, 2009 and 2008


5Consolidated Statements of Operations (Unaudited) for the nine
    months ended September 30, 2009 and 2008


6Consolidated Statements of Cash Flows (Unaudited) for the nine
    months ended September 30, 2009 and 2008


7Notes to Unaudited Consolidated Financial Statements


8Item 2.


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


30Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


41Item 4T.


Controls and Procedures


41PART II. OTHER INFORMATIONItem 1.


Legal Proceedings


42Item 3.


Defaults Upon Senior Securities


42Item 6.


Exhibits


43EX-31.1EX-31.2EX-32.1EX-32.2   2




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##### Table of Contents



EXPLANATORY
    NOTE  Form 10-Q
        Lock-Up Lock-Up and/or Lock-Up
    and/or
   3




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##### Table of Contents



FX Real
    Estate and Entertainment Inc.
  CONSOLIDATED
    BALANCE SHEETS
 (amounts
    in thousands, except share data)
  September 30,


December 31,2009


2008UnauditedASSETSCurrent assets:Cash and cash equivalents

$
575


$
2,659Restricted cash


607



29,814Marketable securities






4,231Rent and other receivables, net of allowance for doubtful
    accounts of $318 at September 30, 2009 and $17 at
    December 31, 2008


368



124Deferred financing costs, net






54Prepaid expenses and other current assets


1,017



1,325Total current assets


2,567



38,207Investment in real estate:Land


135,654



212,624Building and improvements


32,859



32,816Furniture, fixtures and equipment


686



730Less: accumulated depreciation


(28,876
)


(27,370
)Net investment in real estate


140,323



218,800Acquired lease intangible assets, net


1,014



1,063Total assets

$
143,904


$
258,070LIABILITIES AND STOCKHOLDERS DEFICITCurrent liabilities:Accounts payable and accrued expenses

$
29,137


$
10,321Accrued license fees






10,000Debt in default (see note 8)


454,000



475,000Notes payable






391Due to related parties


1,180



1,373Other current liabilities


5



519Acquired lease intangible liabilities, net


9



13Unearned rent and related revenue


229



36Total current liabilities


484,560



497,653Other long-term liabilities






309Total liabilities


484,560



497,962Stockholders deficit:Preferred stock, $0.01 par value: authorized
    75,000,000 shares, 1 share issued and outstanding at
    September 30, 2009 and at December 31, 2008






Common stock, $0.01 par value: authorized
    300,000,000 shares, 56,159,085 shares issued and
    outstanding at September 30, 2009 and December 31, 2008


520



520Additional
    paid-in-capital


299,925



299,142Accumulated deficit


(641,101
)


(539,554
)Total stockholders deficit


(340,656
)


(239,892
)Total liabilities and stockholders deficit

$
143,904


$
258,070    4




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FX Real
    Estate and Entertainment Inc.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS (UNAUDITED)
 (amounts
    in thousands, except share and per share data)
  Three Months


Three MonthsEnded


EndedSeptember 30, 2009


September 30, 2008Revenue

$
4,553


$
482Operating expenses:License fees (see note 10)






2,500Selling, general and administrative expenses


1,393



3,560Depreciation and amortization


505



7Operating and maintenance


1,337



6Debt restructuring costs


805



Real estate taxes


483



58Impairment of land (see note 2)






Impairment of capitalized development costs






10,667Total operating expenses


4,523



16,798Loss from operations


30



(16,316
)Interest income


0



84Interest expense


(10,455
)


(9,665
)Other expense






(3,950
)Loss from incidental operations






(3,860
)Net loss


(10,425
)


(33,707
)Less: Net loss attributable to noncontrolling interest






Net loss attributable to FX Real Estate and Entertainment
    Inc.

$
(10,425
)

$
(33,707
)Per share information attributable to FX Real Estate and
    Entertainment Inc.:Basic and diluted loss per share

$
(0.20
)

$
(0.65
)Basic and diluted average number of common shares outstanding


52,943,504



51,503,841    5




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FX Real
    Estate and Entertainment Inc.
  CONSOLIDATED
    STATEMENTS OF OPERATIONS (UNAUDITED)
 (amounts
    in thousands, except share and per share data)
  Nine Months


Nine MonthsEnded


EndedSeptember 30, 2009


September 30, 2008Revenue

$
13,935


$
1,453Operating expenses:License fees (see note 10)


(10,000
)


7,500Selling, general and administrative expenses


7,898



11,504Depreciation and amortization


1,518



20Operating and maintenance


3,525



23Debt restructuring costs


2,796



Real estate taxes


1,402



167Impairment of land (see note 2)


76,970



Impairment of capitalized development costs






10,667Total operating expenses


84,109



29,881Loss from operations


(70,174
)


(28,428
)Interest income


20



325Interest expense


(31,176
)


(36,183
)Other expense


(217
)


(35,535
)Loss from incidental operations






(12,881
)Net loss


(101,547
)


(112,702
)Less: Net loss attributable to noncontrolling interest






12Net loss attributable to FX Real Estate and Entertainment
    Inc.

$
(101,547
)

$
(112,690
)Per share information attributable to FX Real Estate and 
    Entertainment Inc.:Basic and diluted loss per share

$
(1.94
)

$
(2.43
)Basic and diluted average number of common shares outstanding


52,312,930



46,356,693    6




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FX Real
    Estate and Entertainment Inc.
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS (UNAUDITED)
 (amounts
    in thousands)
  Nine Months


Nine MonthsEnded


EndedSeptember 30, 2009


September 30, 2008Cash flows from operating activities:Net loss

$
(101,547
)

$
(112,690
)Adjustments to reconcile net loss to cash used in operating
    activities:Reversal of license fees


(10,000
)


Impairment of land


76,970



Impairment of
    available-for-sale
    securities


377



35,535Impairment of capitalized development costs






10,667Gain on sales of marketable securities


(251
)


Gain on disposal of assets


91



Depreciation and amortization


1,518



15,892Deferred financing cost amortization


54



7,493Share-based payments


533



2,448Minority interest






(12
)Provision for accounts receivable allowance


301



(258
)Changes in operating assets and liabilities:Receivables


(590
)


475Other current and non-current assets


204



(533
)Accounts payable and accrued expenses


19,165



(3,571
)Accrued license fees






(2,500
)Due to related parties


(193
)


(1,607
)Unearned revenue


193



66Other


(827
)


(266
)Net cash used in operating activities


(14,002
)


(48,861
)Cash flows from investing activities:Restricted cash


29,207



37,979Proceeds from sales of marketable securities


4,105



Proceeds from sale of assets


95



Purchase of property and equipment


(43
)


(117
)Capitalized development costs






(9,034
)Net cash provided by investing activities


33,364



28,828Cash flows from financing activities:Principal payment on mortgage loan


(21,000
)


Repayment of margin loan


(741
)


Proceeds from private placement of units


250



7,925Payments of mortgage loan extension costs






(14,988
)Repayment of related party debt






(7,054
)Repayment of notes






(26,069
)Proceeds from sale of common stock






2,570Proceeds from rights offering and investment agreements, net






96,613Preferred distribution to related party






(31,039
)Deferred financing and leasing costs






(1,669
)Contribution from noncontrolling interest


45



668Net cash (used in) provided by financing activities


(21,446
)


26,957Net (decrease) / increase in cash and equivalents


(2,084
)


6,924Cash and cash equivalents  beginning of period


2,659



2,559Cash and cash equivalents  end of period

$
575


$
9,483Supplemental cash flow data:Cash paid for interest

$
8,291


$
30,189Cash paid for debt restructuring expenses


2,796



   Supplemental
    cash flow information:
    Capitalized but unpaid development costs

$
102    7




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FX Real
    Estate and Entertainment Inc.
  NOTES TO
    UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Basis of
    Presentation  General
      10-K, Form 10-K).
  2.
    Organization
    and Background  Business
    of the Company
     8




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Lock-Up
  Receiver
  A-09-591831-B, and/or
    
    The Receiver took immediate and exclusive possession of the
    Receivership Property and is holding, operating, managing and
    leasing the Receivership Property;
    The Receiver is required to take all commercially reasonable
    efforts to diligently analyze, evaluate, report with regard to,
    organize and categorize information relating to the Receivership
    Property so as to assist in the preparation for sale of the
    Receivership Property at foreclosure;
    The Receiver is required to preserve the Receivership Property
    from loss, removal, material injury, destruction, substantial
    waste and loss of income there from; and
    The Companys Las Vegas subsidiaries were relieved of
    possession of, and any further obligation to administer, the
    Receivership Property.     9




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Impairment
    of Land
  and/or
    
    Loss of certain typical market participants (e.g., large hotel
    and casino operators) given their current financial condition,
    commitments and / or liquidity challenges;
    Discount from the available comparable sales which are primarily
    dated in 2007 and do not fully reflect the continued
    deterioration of the Las Vegas market values;
    Development requirements, and therefore, capital needs, to
    maximize the value and use of the Las Vegas property combined
    with the lack of available financing;
    Location, configuration and zoning of the Las Vegas property,
    each which may make it more or less attractive than other
    comparable properties; and
    Shrinking market and exposure periods in the current environment.  CKX
    Distribution
   10




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Rights
    Offering and Related Investment Agreements
        Form 10-K.
  Private
    Placement of Units
     11




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and/or
    Key
    Employee Changes
  Form 8-K
    
    A contingent severance payment in an amount equal to 2% of any
    future net proceeds or fees received by the company
    and/or the
    Companys subsidiary FX Luxury, LLC (FX Luxury)
    from the sale
    and/or
    development of the Las Vegas properties owned by the
    Companys Las Vegas subsidiaries, up to a maximum of
    $600,000, provided that such 2% may be increased (but not the
    maximum amount of $600,000) in the event the company enters into
    an equivalent severance arrangement with either its President or
    Executive Vice President, both of whom are still employed by the
    Company, that provides for a percentage greater than 2%;
    A grant on the effective Date of immediately exercisable
    incentive stock options to purchase up to 1,000,000 shares
    of the Companys common stock at an exercise price equal to
    the fair market value, as determined under the Companys
    2007 Executive Equity Incentive Plan, of a share of the
    Companys common stock on the Effective Date; and the
    retention of previously granted and vested stock options to
    purchase up to 750,000 shares of the Companys common
    stock at an exercise price of $10.00 per share.    
    A contingent severance payment in an amount equal to 2% of any
    future net proceeds or fees received by the company
    and/or FX
    Luxury, from the sale
    and/or
    development of the Las Vegas properties owned by the
    Companys Las Vegas subsidiaries, up to a maximum of
    $84,375, provided that such 2% may be increased (but not the
    maximum amount of $84,375) in the event the company enters into
    an equivalent severance arrangement with either its President or
    Executive Vice President, both of whom are still employed by the
    Company, that provides for a percentage greater than 2%;
    The retention of previously granted and vested stock options to
    purchase up to 80,000 shares of the Companys common
    stock at an exercise price of $20.00 per share.   12




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Form 8-K
      Delisting
    of Common Stock
    3.
    Going
    Concern    Lock-Up
    4.
    Accounting
    Policies  Significant
    Accounting Policies
  Form 10-K.
 13




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Impact
    of Recently Issued Accounting Standards
  Fair Value Measurements
  Business
    Combinations Noncontrolling Interests in Consolidated Financial Statements
    FASB Accounting Standards Codification TM FASB
    Accounting Standards Codification TM
   14




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Other-Than-Temporary other-than-temporary other-than-temporary other-than-temporary
         15




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5.
    Marketable
    Securities    Accounting
    for Certain Investments in Debt and Equity Securities,
    6.
    Loss Per
    Share/Common Shares Outstanding  Earnings Per Share
  7.
    Incidental
    Operations  Accounting for Costs and Initial Operations of Real Estate
    Projects
   16




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Three Months


Nine MonthsEnded


Ended(Amounts in thousands)

September 30, 2008


September 30, 2008Revenue

$
4,445


$
13,474Depreciation


(5,076
)


(15,873
)Operating & other expenses


(3,229
)


(10,482
)Loss from incidental operations

$
(3,860
)

$
(12,881
)   8.
    Debt and
    Notes Payable  Debt
    in Default
               17




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Lock-Up Lock-Up
 18




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Notes
    Payable
  Riv Loan 
  Bear Stearns Loan 
    9.
    Related
    Party Debt      10.
    Terminated
    License Agreements with Related Parties    and/or
 19




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Accounting
    for Minimum Guaranteed License Payments
    11.
    Acquired
    Lease Intangibles      September 30, 2009


December 31, 2008AssetsAbove-market leases

$
582


$
582In-place leases


1,320



1,320Accumulated amortization


(888
)


(839
)Net

$
1,014


$
1,063LiabilitiesBelow-market leases

$
111


$
111Accumulated accretion


(102
)


(98
)Net

$
9


$
13   12.
    Derivative
    Financial Instruments  Accounting for Derivative Instruments and Hedging
    Activities
  13.
    Share-Based
    Payments   20




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14.
    Income
    Taxes          15.
    Litigation          16.
    Related
    Party Transactions  Shared
    Services Agreement and Arrangement
   21




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and/or
           22




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Preferred
    Priority Distribution
        19X
    Payment
    650
    Madison Avenue Office Space
     23




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17.
    Fair
    Value of Financial Instruments    Cash and
    Cash Equivalents
    Investment
    in Marketable Securities
    Long-term
    Debt
      September 30, 2009


December 31, 2008Carrying


Fair


Carrying


FairAmount


Value


Amount


ValueFinancial assets:Cash and cash equivalents

$
575


$
575


$
2,659


$
2,659Investment in marketable securities










4,231



4,231   18.
    Fair
    Value Measurements    
    Level 1: Observable inputs such as quoted prices in active
    markets for identical assets or liabilities.
    Level 2: Inputs other than quoted prices that are
    observable for the asset or liability, either directly or
    indirectly; these include quoted prices for similar assets or
    liabilities in active markets and quoted prices for identical or
    similar assets or liabilities in markets that are not active.
    Level 3: Unobservable inputs that reflect the reporting
    entitys own assumptions.      Quoted Prices inActive Markets for


Significant Other


SignificantIdentical Assets or


Observable Inputs


Unobservable Inputs


December 31, 2008Liabilities (Level 1)


(Level 2)


(Level 3)


TotalAssets:Investment in marketable securities

$
4,231


$



$



$
4,231    24




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19.
    Subsequent
    Events    Lock-Up
    Agreement
  Lock-Up and/or
        
    The Las Vegas subsidiaries will be merged into one surviving
    entity (the Debtor) (such merger occurred on
    November 5, 2009);
    The Debtor will commence a voluntary prepackaged chapter 11
    bankruptcy proceeding on or about November 16, 2009 with
    the United States Bankruptcy Court for the District of Nevada
    for the purpose of disposing of the Las Vegas property for the
    benefit of the Las Vegas subsidiaries creditors either
    pursuant to an auction sale for at least $256 million or,
    if the auction sale is not completed, pursuant to a prearranged
    sale to the Newco Entities under the terms of the prepackaged
    chapter 11 bankruptcy proceedings plan of liquidation;
    Under the prearranged sale to one of the Newco Entities (LIRA
    Property Owner, LLC) as contemplated by the plan of
    liquidation, such entity will acquire the Las Vegas property for
    approximately $260 million (plus certain expenses, interest
    accruals and other items to the extent not paid during the
    prepackaged chapter 11 proceeding from the cash flows
    generated by the Las Vegas propertys real estate
    activities); and
    The first lien lenders will finance the prearranged sale to LIRA
    Property Owner LLC by entering into a new secured loan with it
    as the borrower under the following terms and conditions:
    (i) it will post a $2.2 million deposit before
    commencement of the prepackaged chapter 11 bankruptcy
    proceeding, (ii) it will fund up to $650,000 of expenses
    during the prepackaged chapter 11 bankruptcy proceeding,
    (iii) at closing, it will pay approximately
    $15 million in cash (in addition to the $2.2 million
    deposit referred to in preceding clause (i)), while the balance
    of the purchase price will be payable pursuant to the terms of
    the new secured loan, and it will prefund a minimum of
    $3.350 million of reserves (which reserves will be
    increased on a
    dollar-for-dollar
    basis to the extent that it does not fund the entire $650,000 of
    expenses under preceding clause (ii)), (iv) during the
    prepackaged chapter 11 bankruptcy proceeding, it will have
    to fund or assume other expenses as set forth in the
    Lock-Up
    Agreement, (v) the Newco Entities Equity Sponsors will have
    to provide a bad boy guarantee of $60 million
    (decreasing over time to $20 million) in the event of a
    voluntary or collusive bankruptcy filing
    and/or
    misappropriation of funds, and (vi) in the event there is a
    fault-based termination of 25




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the Lock Up Agreement, it will forfeit its $2.2 million
    deposit to the first lien lenders and be obligated to pay the
    first lien lenders an additional $650,000 as liquidated damages.           26




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and/or
      Lock-Up Lock-Up Form 8-K
  Change of
    Auditors
  Form 8-K
  Private
    Placement
  30-day
   27




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Litigation
    Contesting the Validity of the Lock Up Agreement
   28




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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.
 29




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ITEM 2.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  The following managements discussion and analysis of
    financial condition and results of operations of the Company
    should be read in conjunction with the historical audited
    consolidated financial statements and footnotes of the
    registrant included in its Annual Report on
    Form 10-K
    for the year ended December 31, 2008. Our future results of
    operations may change materially from the historical results of
    operations reflected in our historical financial statements.
  Business
    of the Company
         30




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and/or
  Lock-Up Lock-Up
      Impairment
    of Land
  and/or
   31




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
    Loss of certain typical market participants (e.g., large hotel
    and casino operators) given their current financial condition,
    commitments and / or liquidity challenges;
    Discount from the available comparable sales which are primarily
    dated in 2007 and do not fully reflect the continued
    deterioration of the Las Vegas market values;
    Development requirements, and therefore, capital needs, to
    maximize the value and use of the Las Vegas property combined
    with the lack of available financing;
    Location, configuration and zoning of the Las Vegas property,
    each which may make it more or less attractive than other
    comparable properties; and
    Shrinking market and exposure periods in the current environment.  Consolidated
    Operating Results Three Months Ended September 30, 2009
    Compared to Three Months Ended September 30, 2008
      Revenue
    Operating
    Expenses
    Depreciation
    and Amortization
   32




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Interest
    Income/Expense
    Loss
    from Incidental Operations
      Income
    Taxes
    Consolidated
    Operating Results Nine Months Ended September 30, 2009
    Compared to Nine Months Ended September 30, 2008
    Revenue
    Operating
    Expenses
   33




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Depreciation
    and Amortization
    Interest
    Income/Expense
    Loss
    from Incidental Operations
      Income
    Taxes
    Liquidity
    and Capital Resources
  Introduction
       34




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and/or
    Lock-Up Lock-Up
    and/or
 35




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Rights Offering 
  Shier Stock Purchase 
  Private Placement of Units 
  Riv Loan
  CKX Line of Credit
 36




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Bear Stearns Margin Loan
  Preferred Priority Distribution
  Cash Flow
    for the Nine Months Ended September 30, 2009 and
    2008
  Operating
    Activities
  available-for-sale
  for-sale
 37




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Investing
    Activities
      Financing
    Activities
      Uses of
    Capital
    Capital
    Expenditures
    Dividends
    Commitments
    and Contingencies
    Inflation
   38




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Application
    of Critical Accounting Policies
  Form 10-K,
  Impact
    of Recently Issued Accounting Standards
  rds concerning
    Fair Value Measurements
  Business
    Combinations Noncontrolling Interests in Consolidated
    Financial Statements as amended
    FASB Accounting Standards CodificationTM FASB
    Accounting Standards CodificationTM
   39




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Other-Than-Temporary other-than-temporary other-than-temporary other-than-temporary
       40




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Off
    Balance Sheet Arrangements
    Seasonality
    ITEM 3.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK    Interest
    Rate Risk
    ITEM 4T.
    CONTROLS
    AND PROCEDURES  Changes
    in Internal Control over Financial Reporting
  Due to
    recent changes in personnel, we have material weaknesses in our
    internal controls over financial reporting.
      Evaluation
    of Disclosure Controls and Procedures
   41




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##### Table of Contents



Rules 13a-15(e) 15d-15(e)) Rules 13a-15 15d-15,
 PART II 
    OTHER INFORMATION  ITEM 1.
    LEGAL
    PROCEEDINGS    ITEM 3.
    DEFAULTS
    UPON SENIOR SECURITIES    Lock-Up Lock-Up
   42




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##### Table of Contents



ITEM 6.
    EXHIBITS  Exhibits
    ExhibitNumber

Description10
.1

Lock Up and Plan Support Agreement dated as of October 27, 2009
    by and among Ladesbank Baden-Württemberg, Münchener
    Hypothekenbank EG, Deutsche Hypothekenbank
    (Actien-Gesellschaft), Great Lakes Reinsurance (UK) PLC, FX
    Luxury Las Vegas I, LLC, FX Luxury Las Vegas II, LLC, LIRA
    Property Owner, LLC and LIRA LLC(1)10
.2

Form of Subscription Agreement(2)10
.3

Form of Warrant(2)31
.1

Certification of Principal Executive Officer.31
.2

Certification of Principal Financial Officer32
.1

Section 1350 Certification of Principal Executive Officer32
.2

Section 1350 Certification of Principal Financial Officer     (1)
    
    Incorporated by reference from the registrants Current
    Report on
    Form 8-K
    dated October 30, 2009.(2)
    
    Incorporated by reference from the registrants Current
    Report on
    Form 8-K
    dated September 9, 2009. 43




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##### Table of Contents



SIGNATURES
    FX Real Estate and Entertainment Inc.
  By:
    /s/  ROBERT
    F.X. SILLERMAN  Robert F.X. Sillerman
 Chief Executive Officer and Chairman of the Board
  By:
    /s/  GARY
    McHENRY  Gary McHenry
 Principal Financial Officer
   44




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##### Table of Contents



INDEX TO
    EXHIBITS
    ExhibitNumber

Description31
.1

Certification of Principal Executive Officer.31
.2

Certification of Principal Financial Officer32
.1

Section 1350 Certification of Principal Executive Officer32
.2

Section 1350 Certification of Principal Financial Officer  45