10QSB/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 10-QSB/A

(Amendment No. 1)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the quarter ended January 31, 2005

-OR-

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934
For the transition period from:                                    to

Commission File Number 0-14234

KINGS ROAD ENTERTAINMENT, INC.

(Exact Name of Registrant as Specified in Its Charter)

DELAWARE	95-3587522
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)
468 N. Camden Drive Beverly Hills, California	90210
(Address of principal executive offices)	(Zip Code)

310-278-9975

(Registrant’s telephone number, including area code)

(Former name, former address or former fiscal year, if changed since last report)

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ     No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer o Accelerated filer o Non-accelerated filer þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange)oYes   þNo

The number of shares outstanding of each of the Registrant’s classes of common stock, as of January 31, 2005 was 5,464,390 shares, all of one class of $0.001 par value Common Stock. As of April 2nd, 2008 the number of shares outstanding of each of the Registrant’s classes of common stock was 10,756,493

KINGS ROAD ENTERTAINMENT, INC.

FORM 10-QSB/A - 1

Quarter Ended January 31, 2005

TABLE OF CONTENTS

		PAGE
FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements	F-1
	Condensed Consolidated Balance Sheets as of January 31, 2005 and April 30, 2004	F-2
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended January 31, 2005 and January 31, 2004	F-3
	Condensed Consolidated Statements of Operation and Comprehensive Income (Loss) for the Nine Months Ended January 31, 2005 and January 31, 2004	F-4
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended January 31, 2005 and January 31, 2004	F-5
	Notes to Condensed Consolidated Financial Statements as of January 31, 2005	F-6 – F-10
Item 2.	Managements Discussion and Analysis or Plan of Operation	13
Item 3.	Controls and Procedures	15
PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3.	Defaults Upon Senior Securities	19
Item 4.	Submission of Matters to a Vote of Security Holders	19
Item 5.	Other Information	19
Item 6.	Exhibits and Reports on Form 8-K	19
SIGNATURES		20

PART 1: FINANCIAL INFORMATION

KINGS ROAD ENTERTAINMENT INC

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

	Page
Condensed Consolidated Balance Sheets as of January 31, 2005 and April 30, 2004	F-2
Condensed Consolidated Statements of Operations And Comprehensive Income (Loss) for the three months ended January 31, 2005 and 2004	F-3
Condensed Consolidated Statements of Operations And Comprehensive Income (Loss) for the nine months ended January 31, 2005 and 2004	F-4
Condensed Consolidated Statements of Cash Flows for the nine months ended January 31, 2005 and 2004	F-5
Notes to Condensed Consolidated Financial Statements	F-6 to F-10

F-1

KINGS ROAD ENTERTAINMENT INC

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JANUARY 31, 2005 AND APRIL 30, 2004

(Currency expressed in United States Dollars (“US$”), except for number of shares)

	January 31, 2005			April 30, 2004
	(unaudited)			(audited)
ASSETS
Current assets:
Cash and cash equivalents	$	78,459		$	21,915
Restricted cash		60,000			60,000
Accounts receivable, trade		117,230			166,906
Amounts due from related parties		0			0
Prepayments and other current assets		0			0
Total current assets		255,689			248,821
FIXED ASSETS, NET		0			0
OTHER ASSETS
Film development costs, net		69,437			69,437
Total Other Assets		69,437			69,437
TOTAL ASSETS	$	325,126		$	318,258
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	192,722		$	165,170
Accrued expenses		227,378			247,043
Deferred revenue		247,781			67,327
Line of credit		60,000			60,000
Liabilities from discontinued operations		4,000			4,000
Total current liabilities		731,881			543,540
Stockholders’ equity:
Common stock; 12,000,000 shares authorized at $0.01 par value; 5,464,390 shares issued and outstanding at January 31, 2005 and 3,864,390 at April 30, 2004 respectively.		54,644			38,644
Additional paid-in capital		25,076,655			24,932,655
Accumulated deficit		(25,196,581	)		(25,196,581	)
Net Profit (Loss) for Period		(341,473	)		0
Total stockholders’ equity (deficit)		(406,755	)		(225,282	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	325,126		$	318,258

See accompanying notes to condensed consolidated financial statements.

F-2

KINGS ROAD ENTERTAINMENT INC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

FOR THE THREE MONTHS ENDED JANUARY 31, 2005 AND 2004

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

	Three months ended January 31,
	2005			2004
REVENUES
Feature films	$	65,532		$	100,106
TOTAL REVENUE		65,532			100,106
OPERATING EXPENSES:
Depreciation		0			0
General and administrative		209,764			179,195
Total operating expenses		209,764			179,195
INCOME (LOSS) FROM OPERATIONS		(144,232	)		(79,089	)
OTHER INCOME (EXPENSE):
Other income (expense)		0			(1,303	)
Interest income		248			168
Interest expense		(244	)		0
Total Other Income (Expense)		4			(1,135	)
INCOME (LOSS) BEFORE INCOME TAXES		(144,228	)		(80,224	)
PROVISION FOR INCOME TAXES		0			0
NET INCOME (LOSS)		(144,228	)		(80,224	)
Net income (loss) per share – Basic	$	(0.03	)	$	(0.02	)
Net income (loss) per share – Diluted	$	(0.03	)	$	(0.02	)
Basic weighted average number of shares outstanding during the period		3,951,347			3,864,390
Diluted weighted average number of shares outstanding during the period		3,951,347			3,864,390

See accompanying notes to consolidated financial statements.

F-3

KINGS ROAD ENTERTAINMENT INC

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME (LOSS)

FOR THE NINE MONTHS ENDED JANUARY 31, 2005 AND 2004

(Currency expressed in United States Dollars (“US$”), except for number of shares)

(Unaudited)

	Nine months ended January 31,
	2005			2004
REVENUES
Feature films	$	201,423		$	317,301
TOTAL REVENUE		201,423			317,301
OPERATING EXPENSES:
Depreciation		0			0
General and administrative		542,907			414,640
Total operating expenses		542,907			414,640
INCOME (LOSS) FROM OPERATIONS		(341,484	)		(97,339	)
OTHER INCOME (EXPENSE):
Other income (expense)		0			(2,982	)
Interest income		393			438
Interest expense		(382	)		0
Total Other Income (Expense)		11			(99,883	)
INCOME (LOSS) BEFORE INCOME TAXES		(341,473	)		(99,883	)
PROVISION FOR INCOME TAXES		0			0
NET INCOME (LOSS)		(341,473	)		(99,883	)
Net income (loss) per share – Basic	$	(0.06	)	$	(0.03	)
Net income (loss) per share – Diluted	$	(0.06	)	$	(0.03	)
Basic weighted average number of shares outstanding during the period		3,951,347			3,864,390
Diluted weighted average number of shares outstanding during the period		3,951,347			3,864,390

See accompanying notes to consolidated financial statements.

F-4

KINGS ROAD ENTERTAINMENT INC

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED JANUARY 31, 2005 AND 2004

(Currency expressed in United States Dollars (“US$”))

(Unaudited)

	Nine months ended January 31,
	2005			2004
CASH FLOWS FROM OPERATING ACTIVITIES:
Income (loss) from continuing operations	$	(341,473	)	$	(99,883	)
Adjustments to reconcile income (loss) from continuing operations to net cash (used in) provided by operating activities:
Stock-based compensation to executives, non-cash		80,000			0
Common stock issued for services, non-cash		80,000			0
Depreciation and amortization		0			0
Change in operating assets and liabilities:
Accounts receivable, trade		49,676			154,291
Prepayments and other current assets		0			(2,222	)
Accounts payables		27,552			(3,852	)
Accrued expenses		(19,665	)		10,690
Income tax payable		0			0
Deferred revenue		180,454			(15,000	)
Net cash (used in) provided by operating activities		56,544			44,024
CASH FLOWS FROM INVESTING ACTVITIES:
Gross additions to film development costs		0			(22,092	)
Net cash used in investing activities		0			(22,092	)
NET CHANGE IN CASH AND CASH EQUIVALENTS		56,544			21,932
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		21,915			50,679
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	78,459		$	72,611

See accompanying notes to condensed consolidated financial statements.

F-5

KINGS ROAD ENTERTAINMENT, INC.

Notes to Condensed Consolidated Financial Statements

As of January 31, 2005

NOTE 1 – NATURE OF OPERATIONS

Kings Road Entertainment, Inc, and its two wholly-owned subsidiaries (the "Company" or "Registrant"), have been engaged primarily in the development, financing and production of motion pictures for subsequent distribution in theaters, to pay, network and syndicated television, on home video, and in other ancillary media in the United States (the "domestic market") and all other countries and territories of the world (the "international market"). Kings Road Entertainment, Inc., incorporated in Delaware in 1980, began active operations in January 1983 and released its first motion picture in 1984. There have been 17 additional pictures theatrically released in the domestic market, and seven pictures have been released directly to the domestic home video or pay television market.

The Company’s two wholly-owned subsidiaries include Ticker, Inc., (a California corporation), and KRTR, Inc., (a New York corporation), both of which were inactive at January 31, 2005. The consolidated financial statements include those of Kings Road Entertainment, Inc. and its subsidiaries.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

a. Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements. Accordingly, they do not include all of the information and disclosures required for annual financial statements. These financial statements should be read in conjunction with the financial statements and related footnotes for the year ended April 30, 2004, included in the Kings Road Entertainment, Inc. annual report on Form 10-KSB for that period.

In the opinion of the Company's management, all adjustments (consisting of normal recurring accruals) necessary to present fairly the Company's financial position at January 31, 2005, and the results of operations and cash flows for the three and nine month periods ended January 31, 2005 have been included. The results of operations for the three and nine month periods ended January 31, 2005, are not necessarily indicative of the results to be expected for the full fiscal year. All inter-company items and transactions have been eliminated in consolidation.

b. Accounting Method

The Company's consolidated financial statements are prepared using the accrual method of accounting. The Company has elected an April 30 year-end.

c. Newly Issued Accounting Pronouncements

In December 2002, the FASB issued Statement No. 148 "Accounting for Stock-Based Compensation - Transition and Disclosure - an amendment of FASB Statement No. 123" (SFAS 148). SFAS 148 provides alternate methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, this Statement amends the disclosure requirements of Statement 123 to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the effect of the method used on reporting results. SFAS 148 is effective for fiscal years beginning after December 15, 2003. We intend to adopt SFAS 148, however, we do not believe that the adoption of SFAS 148 will materially affect the financial statements.

F-6

d. Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

NOTE 3 – CURRENT ASSETS

a. Cash and Cash Equivalents

Cash equivalents consist of cash on hand and cash due from banks. For purposes of the statements of cash flows, the Company considers all highly-liquid debt instruments with original maturities of three months or less to be cash equivalents. The Company maintains its cash balances at financial institutions that are federally insured. However, at times, these balances could exceed federally insured limits.

b. Restricted Cash

As of January 31, 2005, restricted cash totaled $60,000, which was associated with the Company’s line of credit. During 2004, the Company entered into a certificate of deposit to secure a revolving line of credit. This certificate of deposit had a beginning principal balance of $60,000 and interest accrued at a rate two percent below the rate on the line of credit it secured. During the three month period ending January 31, 2005, the interest on the certificate of deposit accrued at rate of 0.85% per annum. Funds contained in this CD are classified as restricted as long as the related line of credit is outstanding.

c. Concentration of Credit Risk

The Company licenses various rights in its films to distributors throughout the world. Generally, payment is received in full or in part prior to the Company's delivery of the film to the applicable distributor. As of January 31, 2005, none of the Company's accounts receivable was from foreign distributors.

NOTE 4 – FIXED & OTHER ASSETS

a. Fixed Assets

Fixed assets of the Company at January 31, 2005, consisted of various items of office equipment with a historical cost of $5,993 and a net book value of $0. All of these items were fully depreciated at January 31, 2005.

b. Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of

The Company has adopted the provisions of SFAS No. 121, “Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of” and SFAS No. 142 "Goodwill and Other Intangible Assets." These statements require that long-lived assets and certain identifiable intangibles be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed their respective fair values. Assets to be disposed of are reported at the lower of the carrying amount of fair value less the costs to sell.

F-7

c. Film Development Costs

Film development costs are costs incurred for movie projects not yet in production. Film development costs, including any related interest and overhead, are capitalized as incurred. Profit participations and residuals, if any, are accrued in the proportion that revenue for a period bears to the estimated future revenues. Costs are amortized using the individual film forecast method set forth in FASB Statement No. 53 ("SFAS 53"), which bases the costs on the ratio of revenue earned in the current period to the Company's estimate of total revenues to be realized. Management periodically reviews its estimates on a film-by-film basis and, when unamortized costs exceed net realizable value for a film, that film's unamortized costs are written down to net realizable value.

At January 31, 2005, film development costs totaled $69,437, which was net after an allowance of $30,000. During the three month period ended January 31, 2005, no film development costs were determined to be impaired.

NOTE 5 – LIABILITIES

a. Deferred Revenue

As of January 31, 2005, the Company has deferred revenue totaling $247,781. The Company is following the guidelines of SOP 00-02 for film production and distribution.

b. Line of Credit

On March 4, 2004, the Company entered into a revolving line of credit loan with a beginning principal balance of $60,000, secured by a $60,000 certificate of deposit (see Note 3). During the period ending January 31, 2005, the line of credit accrued interest at a rate of 2.85% per annum. The Company’s credit line will expire on March 1, 2005 unless renewed

c. Discontinued Operations

The Company has discontinued operations of its KRTR subsidiary. KRTR has been inactive and had no operations for the past two years. As of January 31, 2005, the Company has $4,000 of accrued liabilities outstanding.

In August 2001, the Board of Directors of the Company elected to discontinue the catalog sales operations of its Animal Town subsidiary, and on August 15, 2002 the Company sold the Animal Town subsidiary. The Company recorded a gain on the sale of Animal Town of $33,043 during the year ended April 30, 2003 when it was determined that the liabilities of Animal Town had been transferred to and/or or assumed by the new owner. No income tax benefit has been attributed to the loss from discontinued operations.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

a. Rent

In October, 2004, the Company renewed a one-year lease on a three-room apartment located in Beverly Hills, California. The Company elected to relocate its registered office to this location in November, 2003. Additionally, the Company rents a 3-unit storage facility for its archives. Rent expense for the Company's office and archive storage space was $7,043 and $4,390 during the three months ending January 31, 2005.

F-8

b. Contingent Losses & Litigation

We have previously disclosed our material litigation and regulatory issues in our Annual Report on Form 10-KSB, for the period ended April 30, 2004, and in our other filings with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended. At January 31, 2005, we were involved with various legal matters, including litigation with former officers, directors, and related parties. Although the ultimate resolution of certain matters cannot be determined at this time, we do not believe that such matters, individually or in the aggregate, will have a material adverse effect on our future consolidated results of operations, cash flows or financial condition.

Legal fees associated with litigation are recorded in the period in which they occur. The company has not created, and does not intend to create any reserves for contingent losses resulting from an unfavorable outcome from any of these legal matters.

c. Other Commitments and Contingencies

In the ordinary course of business, the Company has or may become involved in matters of dispute which in the aggregate are not believed by management to be material to its financial position or results of operations.

NOTE 7 - COMMON STOCK

At January 31, 2005, the Company had 12,000,000 authorized shares of common stock, of which 5,464,390 shares were issued and outstanding. On January 16, 2005, the Company's Board of Directors resolved to issue an aggregate of 1,600,000 shares of its previously unissued common stock to various parties in order to reduce the Company's total debt. The common shares issued were valued at $0.10 per share, representing the 90-day weighted-average value of the shares. Of the 1,600,000 shares issued, a total of 500,000 were issued to service providers, 200,000 to a private contractor, 100,000 to a director as consideration for past services, and 800,000 to Company officers for deferred salaries.

NOTE 8 – RECOGNITION OF REVENUES

The Company’s revenues are derived primarily from distribution agreements in the US domestic market place and are amortized during the reporting period for which the revenue is applicable. Revenues derived from purchase option agreements are amortized over the period of the option granted. Revenues from theatrical exhibition are recognized on the dates of exhibition. Revenues from international, home video, television and pay-television license agreements are recognized when the license period begins and the film is available for exhibition or exploitation pursuant to the terms of the applicable license agreement. Once complete, a typical film will generally be made available for licensing as follows:

Marketplace	Months After Initial Release		Approximate Release Period
Domestic theatrical				3-6 months
All international markets				1-10 years
Domestic home video		6 months		6-12 months
Domestic cable/pay television		12-18 months		18 months
Domestic syndicated/free television		24-48 months		1-n years

F-9

N0TE 9 – DEPRECIATION AND AMORTIZATION

Depreciation of fixed assets is computed by the straight-line method over the estimated useful lives of the assets ranging from three to five years. Leasehold improvements are amortized over the useful life of the improvements or the term of the applicable lease, whichever is less.

NOTE 10 - GOING CONCERN

The Company's consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However at January 31, 2005, the Company has a deficit in working capital of $476,607, has an accumulated deficit of approximately $25,538,000, and has sustained recent losses from operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company has discontinued certain operations that historically produced negative cash flow and plans to raise capital through equity-based investment instruments, which will provide funding for the development of future projects and operating expenses.

NOTE 11 - SUBSEQUENT EVENTS

a. Stock Purchase Agreement

On February 4, 2005, the Company entered into a Stock Purchase Agreement with several entities, such that the entities agreed to purchase an aggregate of 1.5 million shares of the Company's common stock at $0.10 per share. On February 8, 2005 the Company's Board of Directors approved the transaction, and on February 11, 2005, the Company received the $150,000 and the Agreement was consummated.

b. Option/Purchase Agreement

Subsequent to the period covered by this report, on August 16, 2005, the Company received $90,000 (less 10% agency commission of $9,000) from New Line Cinema, as an option fee, applicable against the $900,000 purchase price, pertaining to the Company's rights to the movie production, All of Me. The option fee entitles New Line Cinema to the film rights of the remake of All of Me, for a 16-month option period from June 16, 2005 and expiring on October 11, 2006. Should New Line Cinema elect to move forward with the remake, it will be required to pay the Company an additional $810,000 (less an agency fee commission of 10%) within the 16-month option period. New Line has the right to extend this option period for an additional 18-month period upon payment of a further $90,000, which shall be non-applicable against the purchase price. In accordance with the agreement, the Company shall be granted an official producer credit.

F-10

ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following review concerns the periods ended January 31, 2005 and January 31, 2004, which should be read in conjunction with the financial statements and notes thereto presented in the Form 10-QSB/A -1 and the Form 10-KSB for the fiscal year ending April 31, 2004.

Forward Looking Statements

The information in this discussion 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. These forward-looking statements involve risks and uncertainties, including statements regarding our capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", “estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ materially. We disclaim any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.

The following discussion should be read in conjunction with the Company's financial statements and related notes.

Certain matters discussed herein may contain forward-looking statements that are subject to risks and uncertainties. Such risks and uncertainties include, but are not limited to, the following:

- the volatile and competitive nature of the film industry,

- the uncertainties surrounding the rapidly evolving markets in which the Company competes,

- the uncertainties surrounding technological change of the industry,

- the Company's dependence on its intellectual property rights,

- the success of marketing efforts by third parties,

- the changing demands of customers and

- the arrangements with present and future customers and third parties.

Should one or more of these risks or uncertainties materialize or should any of the underlying assumptions prove incorrect, actual results of current and future operations may vary materially from those anticipated.

Recent Developments

Subsequent to the fiscal year ended April 30, 1995, the Company has produced no new films and has derived its film revenues almost exclusively from the exploitation of films produced in prior years. The Company continues to fund and develop motion picture projects, with the intention of either producing the motion picture, establishing a partnership or joint venture with another film production company to develop and/or produce the project or an outright sale of the project.

On September 30, 2004, the Company executed an Amendment Agreement with Lions Gate Films, Inc., ("LGF"), extending and amending the original Agreement dated August 1, 1998. This Agreement, effective August 20, 2004 through August 30, 2015, stipulates that LGF pay the Company a guarantee (in the form of an advance against royalties) of $1.2 million; $250,000 of which was payable upon execution of the Agreement, and the remaining $950,000 payable on September 1, 2005. In addition, the Company is entitled to certain royalties related to home video distribution. The Company received the initial $250,000 in September, 2004, and the final $950,000 in September, 2005.

13

Results of Operations

The Three Months Ended January 31, 2005 vs. the Three Months Ended January 31, 2004

For the quarter ended January 31, 2005, feature film revenues were $65,532 as compared to $100,106 for the quarter ended January 31, 2004. The decrease of $34,574 results primarily from decreased royalties on the Company's feature film library.

Costs and expenses increased to $209,764 for the quarter ended January 31, 2005 as compared to $179,195 during the quarter ended January 31, 2004. This increase of $30,569 is due primarily to an increase in professional expenses.

The Company had a net loss of $144,232 for the quarter ended January 31, 2005 as compared to net loss of $79,089 for the quarter ended January 31, 2004. This increase of net loss of $65,143 results primarily from a decrease in film revenues, and an increase in professional fees.

The Nine Months Ended January 31, 2005 vs. the Nine Months Ended January 31, 2004

For the nine month period ended January 31, 2005, feature film revenues were $201,423 as compared to $317,301 for the nine month period ended January 31, 2004. The decrease of $115,878 results primarily from decreased royalties on the Company's feature film library.

Costs and expenses increased to $542,907 for the nine months ended January 31, 2005 as compared to $414,640 during the nine months ended January 31, 2004. This increase of $128,267 is due primarily to an increase in professional expenses and officer compensation.

The Company had a net loss of $341,473 for the nine month period ended January 31, 2005 as compared to net loss of $99,883 for the comparable period ended January 31, 2004. This increased net loss of $241,590 results primarily from a decrease in film revenues, coupled with increases in professional fees and officer compensation.

Liquidity and Capital Resources

The Company's principal source of working capital during the three and nine month periods ended January 31, 2005 was motion picture royalty income. The Company does not currently have sufficient capital to fund its operations. If the Company fails to raise additional capital, increase revenues, or sell certain of its assets, the Company will, in all likelihood, be forced to significantly reduce its operations or liquidate.

For the nine months ended January 31, 2005, the Company's net cash flow provided by operating activities was $56,544 compared to net cash provided by operating activities of $44,042 during the comparable period in 2004. At January 31, 2005, the Company had cash of $78,459 as compared to $72,611 at January 31, 2004.

Subsequent to the date of this report in February 2005, the Company received a cash inflow of $150,000 from the sale of 1,500,000 shares of the Company’s common stock. Furthermore, the Company received $950,000 in September 2005 pertaining to its Distribution Agreement with Lions Gate Films. Management believes these inflows will be instrumental in allowing the Company to implement its business plan, as well as fund existing operations and service its debt requirements.

Future Commitments

The Company does not have, nor is it aware of, any other material future commitments.

14

ITEM 3. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures. Our Chief Executive Officer and Chief Financial Officer performed an evaluation of our disclosure controls and procedures, which have been designed to permit us to effectively identify and timely disclose important information. They concluded that the controls and procedures were effective as of January 31, 2005 to provide reasonable assurance that the information required to be disclosed by the Company in reports it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. While our disclosure controls and procedures provide reasonable assurance that the appropriate information will be available on a timely basis, this assurance is subject to limitations inherent in any control system, no matter how well it may be designed or administered.

Changes in Internal Controls. There was no change in our internal control over financial reporting during the quarter ended January 31, 2005, that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1.LEGAL PROCEEDINGS

Demands for Investigation by Shareholders Action Committee

On April 17, 2003, the Company received a formal request by a Shareholders Action Committee for the Board to investigate a series of Related Party Transactions, which occurred during the period of November 1998 through April 2001. The Board appointed independent counsel to investigate these transactions and report to the Board.

On November 10, 2003, the Company received a letter from the Chairman of the Kings Road Shareholders Action Committee inquiring as to the status of the Independent Counsel's investigation as formally requested by such Shareholders Action Committee in its letter to the Board of April 17, 2003. The inquiry as conducted by the independent counsel at that time was proceeding at an unsatisfactory pace and therefore the Board removed this first independent counsel.

The Board thereupon appointed a new independent counsel to investigate these transactions and report to the Board, the Shareholders Action Committee and the Shareholders.

Subsequent to the period covered by this report, on November 3, 2004, the Board received a preliminary report from Mr. Leonard Machtinger of Kenoff & Machtinger, LLP, its independent counsel, with respect to some of the transactions of November 1998 through April 2001, that concerned former a former President & Director. After consultation with counsel, the Company’s management decided not to pursue this matter further due primarily to the expected cost of such action vs. possible benefits.

Demand and Notice for Annual Meeting

On November 17, 2003 the Board received a Letter from counsel for Kings Road Enterprises Corp. (formerly Parkland AG) of which Mr. Michael Berresheim a former officer and director of the Company, is the principal shareholder, the President and a director. In this letter, Kings Road Enterprises Corp., the holder of 1,507,247 shares of common stock of the Company, claims that the Board has failed to comply with SEC filing regulations and announced his intention of calling a Special Shareholders Meeting in order to replace the Board of Directors. Mr. Berresheim, through his counsel, was advised that the Board was working with the Company's auditors in order to complete any delinquent reports and intended on holding an annual meeting of the Shareholders as soon as practical after the Company's period reports were current, the Rigel lawsuit had been resolved, and the Company had received the report back from the independent counsel pertaining to the demand of the Shareholders Action Committee.

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On May 12, 2004 and in accordance with the Board Resolution of May 10, 2004, the Company issued a press release and filed a Form 8-K, announcing that the Annual Meeting of the Shareholders shall be held on September 15, 2004, at such time and place to be determined by the Board prior to the filing of the Proxy Statement. The Board further resolved to set the Record Date at the close of business of July 15, 2004. The Board further resolved that any proposal of shareholders to be included in the Proxy Statement for the Annual Meeting must be received by the Corporation no later than June 15, 2004, along with all information required to be provided by such proposing shareholder in accordance with the By-laws of the Corporation, the Delaware General Corporation Law and Regulation 14A of the SEC Act of 1934. The Board further resolved to appoint HJ & Associates, LLC, as the Company's auditors for the fiscal year ending April 30, 2004/5.

On July 15, 2004 and in accordance with the Board Resolution of the same date, the Company issued a Press Release and filed a Form 8-K, announcing the record date of for stockholders entitled to notice and to vote at the meeting has been changed to July 30, 2004, in order to reconcile a conflict between the provisions of the Delaware General Corporation Law and the Company's by-laws.

On August 27, 2004, and in accordance with its Board Resolution of August 26, 2004, the Company issued a Press Release and filed a Form 8-K, announcing the postponement of the annual meeting of stockholders from September 15, 2004 to November 30, 2004. The record date for stockholders entitled to notice and to vote at the meeting and any postponements and adjournments thereof, was also changed to October 15, 2004.

On October 21, 2004, and in accordance with the Board Resolution of October 18, 2004, the Company issued a Press Release and filed a Form 8-K, announcing that the Company has postponed and changed the date of the Annual Meeting of Stockholders which was scheduled for November 30, 2004 to a date which shall be determined upon completion of its Annual Report.

In conjunction with the change of the meeting date, the record date for stockholders entitled to notice and to vote at such meeting shall likewise be changed from October 15, 2004 to such date as shall be determined upon the setting of the meeting date.

Kings Road Entertainment, Inc. vs. Michael Berresheim, Eric Ottens, et al.

On or about April 1, 2004, the Company discovered that checks in an aggregate amount of $103,517, from Paramount Pictures Group ("Paramount") payable to Regal Productions c/o Kings Road Entertainment (earned by the Company and Regal Productions) as part of its joint venture on the film "Fastbreak"), were deposited into accounts of Kings Road Entertainment, Inc., (Florida Corporation P03000042628) and Kings Road to Fame, Inc. (Florida Corporation P03000043121) doing business as Regal Productions, corporations controlled by Michael Berresheim and Eric Ottens, without the consent or knowledge of the Company.

The Company's investigation revealed that four checks sent by Paramount between April 1, 2003 and December 20, 2003, payable to Regal Productions c/o Kings Road Entertainment, were mailed to 5743 NW 66th Avenue, Parkland, Florida 33067, the previous address of the Company. Rather than contacting and forwarding these check to the Company the checks were deposited into accounts of Kings Road Entertainment, Inc. (Florida Corporation P03000042628) and Kings Road to Fame, Inc. (Florida Corporation P03000043121) doing business as Regal Productions, corporations controlled by Messrs. Berresheim and Ottens.

On April 11, 2003, Messrs. Berresheim and Ottens also filed electronic Articles of Incorporation with the Secretary of State of Florida, to form Kings Road to Fame, Inc. (Florida Corporation P03000043121), which Articles were processed on April 17, 2003. According to the Florida Secretary of State records, Mr. Berresheim was and is the President and a Director, and Mr. Ottens was and is the Secretary and a Director, of Kings Road to Fame, Inc. (Florida Corporation P03000043121).

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On April 17, 2003, Kings Road to Fame, Inc. (Florida Corporation P03000043121) filed an application for registration of the use of the fictitious name "Kings Road Entertainment" and "Regal Productions."

Between April 18, 2003 and December 20, 2003, without the knowledge or authorization of the Company, the 4 checks totaling $103,517, belonging to the Company and Regal Productions were deposited into accounts of Kings Road Entertainment, Inc., (Florida Corporation P03000042628) and Kings Road to Fame, Inc. (Florida Corporation P03000043121) doing business as Regal Productions.

On June 8, 2004, the Company made a demand upon Kings Road Entertainment, Inc., (Florida Corporation P03000042628) Kings Road to Fame, Inc. (Florida Corporation P03000043121) doing business as Regal Productions, and Messrs. Berresheim and Ottens, to pay the Company the sum of $103,517 plus interest and attorneys fees.

On August 9, 2004, the Company retained the services of Weiss Serota Helfman Pastoriza Cole & Bonsike, P.A., Attorneys at Law, of 2665 S. Bayshore Drive, Suite 420, Miami, FL 33133, in order to file a complaint in the State of Florida and perform other legal services seeking to recover the funds, in accordance with a Board Resolution of August 10, 2004.

On September 9, 2004, the Company filed suit in the Circuit Court of the 17th Judicial Circuit in and for Broward County, Florida, Case No. 04-14356 CACE 13, against Messrs. Berresheim, Ottens, the Florida entities, et al, "seeking the return of money illegally obtained and converted from the Company, an accounting and an injunction from further use of its trade name." Defendants Ottens and Berresheim have since been served with the Complaint. Discovery has commenced.

Subsequent to the period covered by this report, on July 26, 2005, the defendant filed his answer, affirmative defenses, and counterclaims. The defendant in his counterclaim is seeking to recover approximately $500,000 for money allegedly lent to the Company beginning back in the year 2000 and for libelous statements made by the Company.

On August 15, 2005, Plaintiff filed a motion to strike portions of the Defendant's Affirmative Answer and Counterclaim, which have no bearing on this case, together with its response to Defendant's counterclaim, demanding proof of such. Defendant likewise sent out a request for production and a set of interrogatories.

On March 10, 2006, after the defendant had failed to comply with two court orders, the Company’s motion for sanctions was granted and the defendant’s answer, affirmative defenses and counterclaim were stricken. An entry of default was entered against the defendant.

On April 18, 2006, the court ordered and adjudged on the plaintiff’s motion for final default judgment to recover the total sum of $332,553.57 from the defendant, as well as to provide full accounting of the Paramount funds and the defendant was also enjoined by permanent injunction to cease and desist all use of the name “Kings Road” in any capacity, as well as the name “Regal Productions”.

On March 19, 2007, the Company entered into a Settlement Agreement and Mutual General Release (the “Settlement Agreement”) with the following parties: MBO Musikverlage, GmbH, a German limited liability company (“MBO Musikverlage”); MBO Media GmbH, a German limited liability company (“MBO Media”) and its new owner, as of March 2006, Tacitus Treuhand, Switzerland (“Tacitus”); Fabulous AG, a Nevada corporation (“Fabulous”), formerly Kings Road Entertainment Corp. (“KREC”), and prior to that Parkland AG (“Parkland”); Metropolitan Worldwide, Inc., a Nevada corporation (“Metropolitan”); Donal C. Tunnell (“Tunnell”); William E. Ottens (“Ottens”); and Lothar Michael Berresheim (“Berresheim”) individually and in his capacity as an officer, director, manager, member and/or shareholder of MBO Musikverlage, MBL Media, Tacitus, Fabulous/KREC/Parkland, KRFame, Florida and KREN Flordia, including any affiliates, subsidiaries, parents and other entities controlled, directly or indirectly by Berresheim, (collectively the “Berresheim Entities”).

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The Settlement Agreement calls for Berresheim to deliver to the Company three (3) original certificate representing One Million Four Hundred Fifty-One Thousand Two Hundred Forty-Seven (1,451,247) shares of the Company’s Common Stock (“Settlement Shares”), these being all the shares held or beneficially owned by Berresheim. Further, the parties agreed to the following: the discharges and releases of Berresheim, Tunnell, Ottens, the Berrsheim Entities, and their officers, directors, managers, members, shareholders, assigns, attorneys, agents, representatives, principals, predecessors and successors in interest (collectively, the “Berresheim Parties”), from any and all claims, demands, obligations, or causes of action of whatever nature or description; Dismissal of the Fourth DCA Litigation Appeal; Dismissal of the MBO Litigation; Dismissal of the Tunnell Litigation; Dissolution of KREFame Florida and KREN Florida; Withdrawal of Fictitious Name Filing of Regal Productions; Acknowledgement and Agreement to Refrain from Use of Kings Road Name by Berresheim; Transfer and Assignments of any Rights to the Kingsroadentertainment.com Website Ownership and Content; Agreement to Refrain from Acquiring Shares of Kings Road Stock by Berresheim Entities and Berresheim; Agreement to Refrain from Soliciting, Enticing, Encouraging or Assisting Claims of Litigation Against Kings Road by Berresheim and Berresheim Entities; and Non Solicitation of Vendors, Customers or Employees of Kings Road by Berresheim.

For consideration of the above, including the surrender of the Settlement Shares, the Company will pay Mr. Berresheim Sixty Thousand Dollars ($60,000) upon the receipt of the Settlement Shares by the Company’s Stock Transfer Agent, U.S. Stock Transfer Corporation; the transfer and quitclaim from the Company to Berresheim of the rights to the script entitled “Babylon Blues;” Agreement to refrain from opposing Berresheim’s motion to vacate the KREN Litigation; Dismissal of the MBO Litigation; Agreement to Refrain from Acquiring Shares of Metropolitan; Agreement to Refrain from Soliciting, Enticing, Encouraging or Assisting Claims of Litigation Against Berresheim.

The Settlement Agreement was filed as Exhibit 10.1 to Form 8-K filed with the Commission on April 23, 2007.

Claim on the Company from MBO Media GmbH

Subsequent to the period covered by this report, on March 29, 2005, the Company received a German language fax communication from attorney at law Ms. Beate C. Mueller, on behalf of her client MBO Media GmbH and its managing director Mr. Michael Berresheim (a former director and officer of the Company), demanding the Company's repayment of leasing costs of Euro 179,884.37 for the video and film editing suite Avid Symphony V 2.0 as ostensibly paid by her client MBO Media GmbH (formerly MBO Musikverlags GmbH). According to this letter her client made the initial claim for the reimbursement of this sum on May 18, 2000.

The Company has no record of any such claim, invoice, or corresponding leasing/repayment agreement between the parties in its files and has passed this correspondence on to its German counsel, who repudiated this claim on April 4, 2005.

Please see the above “Berresheim and Eric Ottens Matters” which discusses the settlement with MBO Media GmbH.

Shareholder Demand for Inspection of Company Records

Subsequent to the period covered by this report, on March 30, 2005, the Company received a registered letter dated March 22, 2005 from Georgia based attorney at law Daniel D. Dinur, Esq., on behalf of his client Kings Road Enterprises Corp. (formerly Parkland AG, an entity controlled by Mr. Michael Berresheim a former Director and Officer of the Company), together with a power of attorney signed on March 16, 2005 by that Company's President Mr. Evert Wilbrink and a demand under oath likewise dated March 22, 2005. The agent for the stockholder pursuant to such power of attorney made a "Demand under oath to inspect the Corporation's stock ledger, list of its stockholders, and its other books and records and to make copies or extracts there from, all as provided in Section 220 of the Delaware General Corporation Law and states that the purpose of the demand and the inspection is (a) to make a determination as to the value of the Stockholder's stock in the Corporation, (b) to investigate the Corporation's compliance with applicable laws, including but not limited to applicable corporate and securities laws and its own organizational and operational requirements as may be set forth in the books and records, based upon a reasonable suspicion of mismanagement and/or self-dealing due, among other things, to the apparent sale of stock to certain stockholders for less than its actual value." Company's counsel has been in contact with Mr. Dinur and the Company has complied with this demand.

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The Company is not aware of any pending claims or assessments, other than as described above, which may have a material adverse impact on the Company's financial position or results of operations.

ITEM 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Subsequent to the period covered by this report, on February 4, 2005, the Company entered into a Stock Purchase Agreement with three investors under which the Company would sell 1,500,000 restricted shares of common stock at a price of $0.10 per share for an aggregate purchase price of $150,000 in cash.

Geraldine Blecker, the Chief Executive Officer and a director of the Company, agreed to purchase 350,000 shares for $35,000. ISBC GmbH, a German company of which Philip Holmes, a director of the Company, is sole managing director, agreed to purchase 800,000 shares for $80,000. And, The People Helpers, Inc., an unaffiliated third party, agreed to purchase 350,000 shares for $35,000.

Said transaction was disclosed in an 8-K filed on February 15, 2005 and a copy of the agreement attached as an exhibit to that filing.

Said shares were issued pursuant to an exemption from registration provided by Section 4(2) and 4(6) of the Securities Act of 1933.

ITEM 3.DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matters were submitted to security holders for a vote as of January 31, 2004.

ITEM 5.OTHER INFORMATION

None.

ITEM 6.EXHIBITS

INDEX TO EXHIBITS

OF

KINGS ROAD ENTERTAINMENT INC.

31.1	Rule 13a-14 (a)/15d-14 (a) Certification of President.
31.2	Rule 13a-14 (a)/15d-14 (a) Certification of Chief Financial Officer.
32	Section 1350 Certifications.

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SIGNATURES

Pursuant to the requirements of Section 13 of 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	KINGS ROAD ENTERTAINMENT, INC.
	(Registrant)
Date: June 30, 2008	By:	/s/ Philip Holmes
		Philip Holmes, President

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EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Philip Holmes, certify that:

1. I have reviewed this quarterly report on Form 10-QSB/A -1 of Kings Road Entertainment, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: June 30, 2008

/s/ Philip Holmes

Philip Holmes

President

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Robert Kainz, certify that:

1. I have reviewed this quarterly report on Form 10-QSB/A -1 of Kings Road Entertainment, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: June 30, 2008

/s/ Robert Kainz

Robert Kainz

Chief Financial Officer

EX-32

EXHIBIT 32

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), each of the undersigned officers of Kings Road Entertainment, Inc., a Nevada corporation (the "Company"), does hereby certify, to such officer's knowledge, that:

The Quarterly Report on Form 10-QSB/A - 1 for the fiscal quarter ended January 31, 2005 (the "Form 10-QSB/A") of the Company fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in the Form 10-QSB/A fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to Kings Road Entertainment, Inc. and will be retained by Kings Road Entertainment, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: June 30, 2008

/s/ Philip Holmes

Philip Holmes

President

/s/ Robert Kainz

Robert Kainz

Chief Financial Officer