-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FcsYEi5wXnEjuvwTqYjJot9NOPfZn/JBrImMCMVeRpmrsrfl2hRXnHEk74J9BMgp m/6R1z+iAsD7chwOJFRntw== 0001104659-07-031891.txt : 20070426 0001104659-07-031891.hdr.sgml : 20070426 20070426160459 ACCESSION NUMBER: 0001104659-07-031891 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070426 DATE AS OF CHANGE: 20070426 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KINGS ROAD ENTERTAINMENT INC CENTRAL INDEX KEY: 0000773588 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 953587522 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-37118 FILM NUMBER: 07791394 BUSINESS ADDRESS: STREET 1: 468 N. CAMDEN DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: (310) 278-9975 MAIL ADDRESS: STREET 1: 468 N. CAMDEN DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASHFORD CAPITAL CENTRAL INDEX KEY: 0001164699 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 15662 COMMERCE LANE CITY: HUNGINTON BEACH STATE: CA ZIP: 92649 MAIL ADDRESS: STREET 1: 15662 COMMERCE LANE CITY: HUNIGTON BEACH STATE: CA ZIP: 92649 SC 13D 1 a07-12404_1sc13d.htm SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Kings Road Entertainment, Inc.

(Name of Issuer)

 

Common Stock, $0.01 par value per share

(Title of Class of Securities)

 

835455 10 6

(CUSIP Number)

 

Philip Holmes
President
Kings Road Entertainment, Inc.
468 N. Camden Drive
Beverly Hills, California  90210

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

April 17, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 




CUSIP No. 835455 10 6

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)
Ashford Capital, LLC   33-0854817

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 x

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
OO

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Ashford Capital, LLC is organized under the laws of California.

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
4,700,000

 

8.

Shared Voting Power
0

 

9.

Sole Dispositive Power
4,700,000

 

10.

Shared Dispositive Power
0

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
Ashford Capital, LLC owns 4,700,000 common shares.

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
Ashford Capital, LLC owns 44.7% based on 10,506,501 shares of common stock of Kings Road Entertainment, Inc. (hereinafter the “Issuer”) outstanding as of April 23, 2007.

 

 

14.

Type of Reporting Person (See Instructions)
OO

 

2




 

Item 1.

Security and Issuer

This schedule relates to the acquisition of beneficial ownership of common stock, $0.01 par value per share, of the Issuer, whose principal executive office is located at 468 N. Camden Drive, Beverly Hills, California 90210.

Item 2.

Identity and Background

(a)

This schedule is being filed on behalf of Ashford Capital, LLC, a California limited liability company.  Ashford Capital, LLC is a business consulting service provider.  Frank Kavanaugh and Michael Read are managing directors of Ashford Capital, LLC. 

(b)

The principal business office address of Ashford Capital, LLC is 1301 Dove Street, Suite 800, Newport Beach, California 92660.

(c)

Mr. Kavanaugh and Mr. Read work as business consultants for Ashford Capital, LLC.

(d)

None of Ashford Capital, LLC, Mr. Kavanaugh nor Mr. Read has, during the past five years, been convicted in any criminal proceeding.

(e)

None of Ashford Capital, LLC, Mr. Kavanaugh nor Mr. Read has, during the past five years, been a party to a civil proceeding before a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violation of, prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

Mr. Kavanaugh and Mr. Read are United States citizens.

Item 3.

Source and Amount of Funds or Other Consideration

 

Ashford Capital, LLC acquired the shares of common stock via an initial purchase from the Issuer in exchange for an aggregate of $300,000.

Item 4.

Purpose of Transaction

 

The acquisition of the common stock described herein was for long-term investment purposes.  Pursuant to the Securities Purchase Agreement between the Issuer and Ashford Capital, LLC, dated March 1, 2007, the Issuer agreed to put a vote before its shareholders to approve a restatement of its Certificate of Incorporation to eliminate the requirement of a classified board of directors, increase the number of authorized shares of common stock to 100,000,000, and authorize 100,000 shares of Preferred Stock. 

Item 5.

Interest in Securities of the Issuer

(a)

Ashford Capital, LLC is the beneficial owner of 4,700,000 shares, or 44.7%, of the outstanding common stock of the Issuer as of April 23, 2007. Mr. Frank Kavanaugh and Mr. Michael Read are the managing directors of Ashford Capital.

(b)

Mr. Kavanaugh has sole power to vote and dispose of 4,700,000 shares of common stock of the Issuer.

(c)

N/A

(d)

N/A

(e)

N/A

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Ashford Capital, LLC and the Issuer are parties to the Securities Purchase Agreement. 

 

 

Item 7.

Material to Be Filed as Exhibits

10.1

Securities Purchase Agreement between the Company and Ashford Capital, LLC, dated March 1, 2007 (included as Exhibit 10.2 to Form 8-K filed April 23, 2007, and incorporated herein by reference).

 

3




Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

April 26, 2007

 

Date

 

 

 

/s/ Michael Read

 

Signature

 

 

 

Michael Read, Managing Director

 

Name/Title

 

4



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