-----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, Q0DI8HcbpKppbQ/FsS9w2ut2j+0+LXnLptS+VyIfp38MwJy+f31dnMXA36DHICe3 aaqyBSKf9Xup3ZhMDYzOgQ== 0001144204-08-068135.txt : 20081205 0001144204-08-068135.hdr.sgml : 20081205 20081205161228 ACCESSION NUMBER: 0001144204-08-068135 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20081201 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081205 DATE AS OF CHANGE: 20081205 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14234 FILM NUMBER: 081233034 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 8-K 1 v134258_8k.htm
UNITED STATES
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 (date of earliest event reported): December 5, 2008 (December 1, 2008)
 
 
(Exact name of registrant as specified in its charter)
 
Delaware
 
000-14234
 
95-3587522
(State of incorporation or organization)
 
(Commission file number)
 
(I.R.S. employer identification number)

468 N. Camden Drive
Beverly Hills, California
(Address of principal executive offices)
 
 
90210
(Zip code)

Registrant’s telephone number, including area code: 310-278-9975

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

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 (see General Instruction A.2. below):
 
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))
 
 
 

 
 
 
(a) Dismissal of Certifying Accountant
 
On December 1, 2008, Kings Road Entertainment, Inc. (“we” or the “Company”) dismissed Jaspers + Hall, PC (“Jaspers”) as the Company’s independent registered public accounting firm due to the revocation of Jaspers’ registration by the Public Company Accounting Oversight Board. The Company’s decision to dismiss Jaspers was unanimously approved by the Company’s Audit Committee and Board of Directors.
 
Jaspers issued reports on the Company’s consolidated balance sheets as of April 30, 2008 and 2007, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the years ended April 30, 2008, and 2007. The reports of Jaspers on the foregoing financial statements did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except that the audit report contained a separate paragraph stating:
 
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 11, conditions exist which raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 11. The financial statements do not include any adjustments that might result from this uncertainty.
 
During our two most recent fiscal years and the subsequent interim period through December 1, 2008, there were no disagreements with Jaspers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which disagreement, if not resolved to Jaspers’ satisfaction, would have caused Jaspers to make reference to the subject matter of the disagreement in connection with its report. There were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K during our two most recent fiscal years and the subsequent interim period through December 1, 2008.
 
On December 3, 2008, we provided Jaspers with a copy of this Form 8-K and requested that Jaspers furnish us with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements within ten (10) business days of the filing of this Form 8-K. Jaspers provided us with such a letter on December 4, 2008. The letter is attached as Exhibit 16.1 to this Form 8-K.
 
(b) Engagement of New Certifying Accountant
 
On December 1, 2008, our Audit Committee and Board of Directors approved the engagement of Haskell & White LLP (“Haskell”) as our new independent registered public accounting firm. We have not consulted with Haskell during our two most recent fiscal years and the subsequent interim period through December 1, 2008 regarding the application of accounting principles to a specific completed or proposed transaction, or the type of audit opinion that might be rendered on our financial statements, or as to any disagreement or reportable event as described in Item 304(a)(1)(iv) and Item 304(a)(1)(v) of Regulation S-K. 
 
Item 9.01
Financial Statements and Exhibits.
 
(d) Exhibits
 
Exhibit
Number
  
Description
16.1
 
Letter from Jaspers + Hall, PC dated December 5, 2008 regarding change in certifying accountant
 
 
 

 
 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
     
 
KINGS ROAD ENTERTAINMENT, INC.
 
 
 
 
 
 
Date: December 5, 2008
By:   /s/ Philip Holmes
 
Name:  Philip Holmes
 
Title:    Chief Executive Officer
 
 
 

 
EX-16.1 2 v134258_ex16-1.htm
Exhibit 16.1
 
Jaspers + Hall, PC
9175 E. Kenyon Ave, Suite 100
Denver, Colorado 80237
Telephone (303) 773-3391
Fax: (303) 773-3361
 
December 4, 2008

Securities and Exchange Commission
100 F Street N.E.
Washington, DC 20549

Gentlemen:
 
We have read the statements made by Kings Road Entertainment, Inc. (the “Company”) pursuant to Item 4.01(a) of Form 8-K, as part of the Form 8-K to be filed by the Company on or about December 4, 2008 (copy attached). We agree with the statements concerning our firm contained in the fist sentence of the first paragraph and the third and fourth paragraphs under Item 4.01(a) of such Form 8-K. We have no basis to agree or disagree with the Company’s other comments in the Form 8-K.
 
Very truly yours,
 
/s/ Jaspers + Hall, PC
Jaspers + Hall, PC

 
 

 
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