8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report: July 28, 2005

THE KUSHNER-LOCKE COMPANY

(Exact name of registrant as specified in its charter)

California
(State or other jurisdiction
of incorporation) 0-17295
(Commission File Number) 95-4079057
(IRS Employer
Identification No.)

280 South Beverly Drive, Suite 205, Beverly Hills, California
(Address of principal executive offices) 90212
(Zip Code)

Registrant’s telephone number, including area code: (310) 275-7505

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

Item 8.01. Other Events.

     As previously disclosed in its Current Report on Form 8-K filed on November 21, 2001, and the Registrant’s Form 12b-25 filed on January 2, 2002, The Kushner-Locke Company, a California corporation (the “Registrant”), and certain of its wholly-owned subsidiaries (collectively, the “Debtors”), filed on November 21, 2001, voluntary petitions for reorganization under Chapter 11 of the United States Bankruptcy Code. The Debtors’ Chapter 11 cases are currently pending before the United States Bankruptcy Court for the Central District of California, Los Angeles Division (the “Bankruptcy Court”) and are being jointly administered under Case No. LA-01-44828-SB.

     The Registrant’s unaudited monthly operating report and monthly interim statement required by the Bankruptcy Court for May 2005 are provided in this Current Report on Form 8-K. The operating report and interim statement have been duly filed by the Registrant with the Bankruptcy Court.

     THE OPERATING REPORT AND THE INTERIM STATEMENT CONTAIN FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION THAT HAVE NOT BEEN AUDITED OR REVIEWED BY INDEPENDENT ACCOUNTANTS, ARE NOT PRESENTED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, AND MAY BE SUBJECT TO FUTURE RECONCILIATION OR ADJUSTMENTS. THE OPERATING REPORT AND INTERIM STATEMENT MAY ALSO CONTAIN INFORMATION FOR PERIODS THAT ARE SHORTER OR OTHERWISE DIFFERENT FROM THOSE CONTAINED IN THE REGISTRANT’S REPORTS REQUIRED TO BE MADE PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

     THE REGISTRANT MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER AS TO ANY OF THE INFORMATION CONTAINED IN THE OPERATING REPORT OR THE INTERIM STATEMENT. FOR THESE REASONS, THE REGISTRANT CAUTIONS READERS NOT TO PLACE UNDUE RELIANCE UPON THE INFORMATION CONTAINED IN THE OPERATING REPORTS OR THE INTERIM STATEMENTS. THE OPERATING REPORT AND INTERIM STATEMENT ARE BEING PROVIDED SOLELY FOR INFORMATION PURPOSES; THEY WERE NOT PREPARED FOR THE PURPOSE OF PROVIDING THE BASIS FOR AN INVESTMENT DECISION RELATING TO THE SECURITIES OF THE REGISTRANT.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

     Not Applicable.

(b) Pro Forma Financial Information.

     Not Applicable.

(c) Exhibits.

Exhibit 99.1. Monthly Interim Statement of The Kushner-Locke Company (the “Registrant”) for the calendar month from May 1, 2005 to May 31, 2005.

Exhibit 99.2. Monthly Operating Report of the Registrant for the calendar month from May 1, 2005 to May 31, 2005.

SIGNATURES

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

Dated: July 28, 2005	THE KUSHNER-LOCKE COMPANY
	By:	/s/ ALICE P. NEUHAUSER
		Alice P. Neuhauser
		Responsible Officer

EX-99.1

EXHIBIT 99.1

Office of the United States Trustee

In re:
   The Kushner-Locke Company

Chapter 11
Case No. LA 01-44828-SB (Administratively Consolidated with
Case Nos. LA 01-44829-SB through LA 01-44831-SB; LA 01-
44833-SB through LA 01-44836-SB; and LA 01-44841-SB)

DEBTOR IN POSSESSION INTERIM STATEMENT

Page 1 of 3

Statement Number:	43
For the Period FROM:	5/1/2005
TO:	5/31/2005

CASH ACTIVITY ANALYSIS (Cash Basis Only)

	Collateral		Concentration
	Account		Account
Balance before Statement #1		268,333.21		65,956.21
A. Total Receipts per all Prior Interim Statements		7,299,247.59		5,655,916.40
B. Less: Total Disbursements per all Prior Statements		5,861,903.55		5,553,809.09
C. Beginning Balance		1,705,677.25		168,063.52
D. Receipts during Current Period

	Description
	5/16/2005	Lifetime	85,000.00
	5/16/2005	Vision Films	42,022.16
	5/24/2005	Lifetime	175,000.00
	5/24/2005	A & E	147.23
	5/25/2005	Wire Transfer		40,000.00
	5/31/2005	interest	4,724.11
	TOTAL RECEIPTS THIS PERIOD		306,893.50	40,000.00		—		—
E.	Balance Available (C plus D)		2,012,570.75	208,063.52	$	—	$	—

DEBTOR IN POSSESSION INTERIM STATEMENT NO: 43 Page 2 of 3

F. Less: Disbursements during Current Period:

Date	Check No.	Payee/Purpose
5/4/2005	38229	Federal Express		34.18
5/4/2005	38230	Alice P. Neuhauser		563.55
5/4/2005	38231	Bonded Services, Inc		6,505.17
5/4/2005	38232	Qwest Communications		43.33
5/4/2005	38233	USI of Southern California		5,000.00
5/4/2005	38234	Digital Post Services		50.00
5/4/2005	38236	Brandon & Morner-Ritt		73,018.64
5/5/2005		ADP Taxes		8,530.91
5/6/2005		ADP Fees		194.48
5/6/2005	8186	Payroll		1,213.46
5/6/2005	8187	Payroll		11,035.54
5/6/2005	8188	Payroll		1,419.17
5/6/2005	8189	Payroll		2,510.53
5/13/2005		ADP Fees		20.00
5/23/2005	38234	Void Check 38234 and Reissue 38243		(50.00	)
5/24/2005	38237	Point 360		29.60
5/24/2005		ADP Taxes		3,942.03
5/24/2005	8190	Payroll		2,478.13
5/24/2005	8191	Payroll		5,156.63
5/24/2005	8192	Payroll		1,419.17
5/24/2005	8193	Payroll		2,510.53
5/25/2005	8194	Payroll		1,213.47
5/25/2005		ADP Taxes		566.90
5/25/2005	38238	Kushner-Locke - City National Start-Up		1,000.00
5/25/2005		Wire Transfer	40,000.00
5/27/2005		ADP Fees		17.49
5/27/2005	38239	New Beginnings Enterprises		3,972.10
5/27/2005	38240	Bonded Services, Inc		7,003.16
5/27/2005	38241	SBC		83.40
5/27/2005	38242	Health Net		3,239.13
5/27/2005	38243	Digital Post Services		25.33
5/27/2005	38244	Bowne of Los Angeles, Inc		522.00
5/27/2005	38245	Arrowhead		9.61
5/27/2005	38246	Blue Shield of California		373.00
5/27/2005	38247	Recall		1,388.20
5/27/2005	38248	Accurate Express		23.70
5/27/2005	38249	Federal Express		89.85
5/27/2005	38250	Digital Post Services		1,621.15
5/27/2005	38251	Digital Post Services		743.24
5/31/2005	38252	Digital Post Services		25.33
5/31/2005	38253	Qwest Communications		76.66
TOTAL DISBURSEMENTS THIS PERIOD:			40,000.00	147,618.77			—		—
G. Ending Balance (E less F)			1,972,570.75	60,444.75		$	—	$	—

DEBTOR IN POSSESSION INTERIM STATEMENT NO: 43 Page 3 of 3

H.	(1) Collateral Account:
	a) Depository Name and Location:	Chase Bank 1 Chase Manhattan Plaza, New York, NY 10081
	b) Account Number:	323221556
	(2) Concentration Account:
	a) Depository Name and Location:	Comerica Bank 10900 Wilshire Blvd, Los Angeles, CA 90024
	b) Account Number:	1891935460

I: Other monies on hand:

The Kushner Locke Company PWI account	1891215236	731.10
Bank of Scotland — Pinocchio	936582	875,793.74	Pound Sterling	Time Deposit
Bank of Scotland — Basil	936582	215,495.74	Pound Sterling	Time Deposit (KL’ s interest is 50%)
Allied Pinocchio	10747301	—	Pound Sterling
Edge Entertainment	1891152710	172.89
European Films LTD	1890563818	7,051.58
City National Bank — Collection Account	112391673	750.00

I: Other monies on hand (continued):

Additionally, the Company maintains a minimal amount of Petty Cash (less than $500).

Joint Venture Accounts:
BLT Venture	178-71491-7	16,890.04
BLT Venture	16-524173-1101	330.45
KL MDP Sensation	60-066-930	17,689.61
KL\7 Venture	1890-69-6360	11,957.82
Denial Venture	1890-69-6501	72,644.04
Cracker LLC	1891-04-1665	732.79
Swing	323-518095	6,957.50

I, Alice Neuhauser, declare under penalty of perjury that the information contained in the above Debtor in Possession Interim Statement is true and correct to the best of my knowledge.

/s/ ALICE P. NEUHAUSER

Debtor in Possession

EX-99.2

Exhibit 99.2

Office of the United States Trustee

In re:
     The Kushner-Locke Company

Chapter 11

Case No. LA 01-44828-SB (Administratively Consolidated with

Case Nos. LA 01-44829-SB through LA 01-44831-SB; LA 01-

44833-SB through LA 01-44836-SB; and LA 01-44841-SB)

DEBTOR IN POSSESSION OPERATING REPORT
Report Number:	43	Page 1 of 2
For the Period FROM:	5/1/2005
TO:	5/31/2005

1	Profit and Loss Statement (Accrual Basis Only)
	A.	Related to Business Operations
		Gross Sales		$	—
		Costs Related to Revenues (Film Cost Amortization)
		Gross Profit					—
		Less: Operating Expenses
		Officer Compensation	24,500
		Salaries and Wages — Other Employees	15,923
		Total Salaries and Wages			40,423
		Employee Benefits and Pensions			3,612
		Employer Payroll Taxes/Fees	1,805
		Other Taxes
		Total Taxes			1,805
		Rent and Lease Expense (including parking)	3,972
		Distribution/Delivery Expenses	2,592
		Interest Expense
		Insurance	5,000
		Automobile Expense/Mileage
		Utilities (incl. Phone, phone equipment, internet)	203
		Depreciation and Amortization
		Business Equipment Leases
		Business Expense reimbursement	564
		Storage Expense	14,897
		Supplies, Office Expenses, Photocopies, etc.	10
		Bad Debts
		Miscellaneous Operating Expenses	1,522
		Total Operating Expenses			74,600
		Net Gain/Loss from Business Operations					(74,600	)
	B.	Not related to Business Operations
		Income
		Interest Income
		Other Non-Operating Revenues			—
		Gross Proceeds on Sale of Assets	—
		Less: Original Cost of Assets plus expenses of sale	—
		Net Gain/Loss on Sale of Assets			—
		Total Non-Operating Income					—
		Expenses Not Related to Business Operations
		Legal and Professional Service Fees			73,019
		Other Non-Operating Expenses (Board/Trustee fees)			—
		Total Non-Operating Expenses					73,019
	NET INCOME/(LOSS) FOR PERIOD					$	(147,619	)

DEBTOR IN POSSESSION OPERATING REPORT NO: 43 Page 2 of 2

2 Aging of Accounts Payable and Accounts Receivable (exclude prepetition accounts payable):

	Accounts		Accounts
	Payable		Receivable
Current Under 30 days		—		—
Overdue 31-60 days		—		—
Overdue 61-90 days		—
Overdue 91-120 days		—
Overdue Over 121 days		—
Due in the Future		—		1,474,209
TOTAL		—		1,474,209

3	Statement of Status of Payments to Secured Creditors and Lessors:
	No payments to Secured Creditors or Lessors were paid or payable during the reporting period.
4	Tax Liability
	No tax payments were paid or payable during the reporting period other than payroll taxes shown above.
5	Insurance Coverage

	Carrier/	Amount of		Policy		Premium Paid
	Agent Name	Coverage		Expiration Date		Through Date
Worker’s Compensation (RENEWED)	St. Paul		1,000,000		1/14/2006		1/14/2006
Commercial Property (RENEWED)	St. Paul		2,000,000		2/14/2006		2/14/2006
Errors & Omissions — Library (RENEWED)	St. Paul		3,000,000		3/3/2006		3/3/2006

6 Questions:

A.	Has the Debtor in Possession provided compensation to any officers, directors, shareholders, or other principals without the approval of the Office of the United States Trustee?
	o Yes            Explain:
	þ No
B.	Has the Debtor in Possession, subsequent to the filing of the petition, made any payments on its prepetition unsecured debt, except as authorized by the Court?
	oYes            Explain:
	þNo

7	Statement on Unpaid Professional Fees (Postpetition Amounts Only)
	Total unpaid post-petition Professional Fees during the reporting period:                     $ 222,296.77
8	Narrative Report of Significant Events and Events out of the Ordinary Course of Business:
	None.
9	Quarterly Fees:
	Paid

I, Alice Neuhauser, declare under penalty of perjury that the information contained in the above Debtor in Possession Interim Statement is true and correct to the best of my knowledge.

/s/ ALICE P. NEUHAUSER

Debtor in Possession