10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarter ended October 31, 2009

-OR-

¨ 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)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities 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  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  ¨   No   x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨(Do not check if a smaller reporting company)	Smaller reporting company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) ¨ Yes   x No

As of December 14, 2009, the registrant had 31,321,493 shares of common stock outstanding.

KINGS ROAD ENTERTAINMENT, INC.

FORM 10-Q

Quarter Ended October 31, 2009

TABLE OF CONTENTS

		PAGE
PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Consolidated Balance Sheets as of October 31, 2009 and April 30, 2009	3
	Consolidated Statements of Operations for the Three Months Ended October 31, 2009 and 2008	4
	Consolidated Statements of Operations for the Six Months Ended October 31, 2009 and 2008	5
	Consolidated Statements of Cash Flows for the Six Months Ended October 31, 2009 and 2008	6
	Notes to Consolidated Financial Statements as of October 31, 2009	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4T.	Controls and Procedures	13
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	15
Item 1A.	Risk Factors	15
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15
Item 3.	Defaults Upon Senior Securities	15
Item 4.	Submission of Matters to a Vote of Security Holders	15
Item 5.	Other Information	15
Item 6.	Exhibits	17
SIGNATURES		18

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

KINGS ROAD ENTERTAINMENT, INC.

CONSOLIDATED BALANCE SHEETS

AS OF OCTOBER 31, 2009 AND APRIL 30, 2009

	October 31, 2009			April 30, 2009
	(unaudited)			(audited)
ASSETS
Current assets:
Cash and cash equivalents	$	18,013		$	11,416
Accounts receivable, trade		10,097			0
Prepayments and other current assets		5,190			5,190
Total current assets		33,300			16,606
Other assets:
Film development costs, net (Note 4)		443,253			584,506
Total other assets		443,253			584,506
TOTAL ASSETS	$	476,553		$	601,112
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	134,189		$	99,554
Accrued expenses		362,326			281,528
Stockholder loans		112,822			109,332
Deferred revenue (Note 5)		109,091			109,091
Total current liabilities		718,428			599,505
Non-current liabilities
Deferred revenue (Note 5)		518,182			589,411
Total non-current liabilities		518,182			589,411
Total liabilities		1,236,610			1,188,916
Stockholders’ equity (deficit):
Common stock; 50,000,000 shares authorized at $0.01 par value; 19,971,493 shares issued and outstanding at October 31, 2009 and 19,321,493 at April 30, 2009.		199,714			193,214
Preferred stock: 2,000,000 authorized at $0.01 par value; no shares issued and outstanding at October 31, 2009 and April 30, 2009.		-			-
Additional paid-in capital		25,970,141			25,876,641
Accumulated deficit		(26,928,458	)		(26,657,734	)
Accumulated other comprehensive income		(1,454	)		75
Total stockholders’ deficit		(760,057	)		(587,804	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	476,553		$	601,112

See accompanying notes to consolidated financial statements.

3

KINGS ROAD ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2009 AND 2008

(unaudited)

	Three months ended October 31,
	2009			2008
REVENUES
Feature films	$	92,348		$	91,704
Service productions		-			37,000
TOTAL REVENUE		92,348			128,704
OPERATING EXPENSES:
General and administrative		170,131			128,634
Impairment of capitalized film costs		152,597			-
Project expenses		-			16,200
Total operating expenses		322,728			144,834
LOSS FROM OPERATIONS		(230,380	)		(16,130	)
OTHER INCOME (EXPENSE):
Interest income		21			-
Interest expense		(1,762	)		(1,834	)
Total other income (expense)		(1,741	)		(1,834	)
LOSS BEFORE INCOME TAXES		(232,121	)		(17,964	)
PROVISION FOR INCOME TAXES		-			-
NET LOSS	$	(232,121	)	$	(17,964	)
Net loss per share – Basic & Diluted	$	(0.01	)	$	(0.00	)
Basic and diluted weighted average number of shares outstanding during the period		19,971,493			9,956,493

See accompanying notes to consolidated financial statements.

4

KINGS ROAD ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2009 AND 2008

(unaudited)

	Six months ended October 31,
	2009			2008
REVENUES
Feature films	$	156,137		$	162,498
Service productions		-			37,000
TOTAL REVENUE		156,137			199,498
OPERATING EXPENSES:
General and administrative		270,792			273,219
Impairment of capitalized film costs		152,597			-
Project expenses		-			16,200
Total operating expenses		423,389			289,419
LOSS FROM OPERATIONS		(267,252	)		(89,921	)
OTHER INCOME (EXPENSE):
Interest income		21			-
Interest expense		(3,493	)		(2,189	)
Total other income (expense)		(3,472	)		(2,189	)
LOSS BEFORE INCOME TAXES		(270,724	)		(92,110	)
PROVISION FOR INCOME TAXES		-			-
NET LOSS	$	(270,724	)	$	(92,110	)
Net loss per share – Basic & Diluted	$	(0.01	)	$	(0.01	)
Basic and diluted weighted average number of shares outstanding during the period		19,653,558			10,286,928

See accompanying notes to consolidated financial statements.

5

KINGS ROAD ENTERTAINMENT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED OCTOBER 31, 2009 AND 2008

(unaudited)

	Six months ended October 31,
	2009			2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(270,724	)	$	(92,110	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impaired film development costs		152,597			-
Accrued shareholder interest payable		3,490			-
Change in operating assets and liabilities:
Accounts receivable, trade		(10,097	)		27,235
Film development costs		(11,344	)		(45,020	)
Prepayments and other current assets		-			6,638
Accounts payable		34,635			72,553
Accrued expenses		80,798			(72,634	)
Deferred revenue		(71,229	)		(41,545	)
NET CASH USED IN OPERATING ACTIVITIES		(91,874	)		(144,883	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock issued for cash		100,000			-
Common stock repurchased for cash		-			(84,000	)
Proceeds from stockholder loans		-			92,189
NET CASH PROVIDED BY FINANCING ACTIVITIES		100,000			8,189
Foreign currency translation		(1,529	)		5,914
NET CHANGE IN CASH AND CASH EQUIVALENTS		6,597			(130,780	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		11,416			149,765
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	18,013		$	18,985

See accompanying notes to consolidated financial statements.

6

KINGS ROAD ENTERTAINMENT, INC.

Notes to Consolidated Financial Statements

As of October 31, 2009

NOTE 1 – NATURE OF OPERATIONS

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

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

a. Basis of Presentation

The accompanying audited consolidated financial statements as of and for the fiscal year ended April 30, 2009 have been prepared in accordance with generally accepted accounting principles in the United States of America. All material inter-company activity and transactions have been eliminated in the preparation of the condensed consolidated financial statements. The unaudited condensed consolidated financial statements have been prepared in accordance with the requirements of Form 10-Q and Rule 10-01 of Regulation S-X. Some information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the consolidated financial position, results of operations and cash flows of the Company. The consolidated balance sheet at April 30, 2009 was derived from the Company’s audited financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended April 30, 2009. The unaudited condensed consolidated financial statements included herein should be read in conjunction with the audited consolidated financial statements and the notes thereto included in that Annual Report on Form 10-K and the Company’s other SEC filings. Results for the interim period are not necessarily indicative of the results for any other period.

b. Accounting Method

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

c. 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.

Film development costs are expensed or capitalized in accordance with generally accepted accounting principles. The amortization of film and participation costs is calculated according to the individual-film-forecast-computation method, which amortizes or accrues (expenses) such costs in the same ratio that current period actual revenue (numerator) bears to estimated remaining unrecognized ultimate revenue as of the beginning of the current fiscal year (denominator).

The Company periodically reviews its capitalized film costs and where it determines that a property will not be used (i.e. will be disposed of) or where a date for production has not been set within 3 years from the time of the first capitalized transaction, a loss by a charge to the income statement is made where the carrying amount of the project exceeds its fair value.

7

d. Principals of Consolidation

The consolidated financial statements include the accounts of the Company and of its wholly-owned subsidiaries. As of October 31, 2009, the Company had three wholly-owned subsidiaries: Ticker, Inc., (a California corporation), which was inactive during the six month period ended October 31, 2009, The Big Easy II Film, LLC (a California limited liability corporation), which was also inactive during the six month period ended October 31, 2009 and Kings Road Entertainment Europe GmbH (a limited liability company incorporated under the laws of Germany), which facilitates international co-productions.

e. 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.

f. Newly Issued Accounting Pronouncements

In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (a replacement of FASB Statement No. 162)” (SFAS No. 168). This statement modifies the GAAP hierarchy by establishing only two levels of GAAP, authoritative and non-authoritative accounting literature. Effective July 2009, the FASB Accounting Standards Codification (“ASC”), also known collectively as the “Codification,” is considered the single source of authoritative U.S. accounting and reporting standards, except for additional authoritative rules and interpretive releases issued by the SEC. The Codification was developed to organize GAAP pronouncements by topic so that users can more easily access authoritative accounting guidance. It is organized by topic, subtopic, section, and paragraph, each of which is identified by a numerical designation. The Company has adopted SFAS No. 168 prospectively beginning in the second quarter of fiscal 2010, resulting in no impact on the Company’s consolidated financial statements.

g. Earnings (Net Loss) Per Share

In accordance with generally accepted accounting principles, we calculate basic net loss per share using the weighted average number of common shares outstanding during the periods presented. We do not have any potentially dilutive common stock equivalents, such as options or warrants and we have not issued any preferred shares.

h. Foreign Currency Translation

Monetary assets and liabilities denominated in currencies other than the functional currency of U.S. Dollars are translated at exchange rates in effect at the balance sheet date. Foreign company assets and liabilities in foreign currencies are translated into U.S. Dollars at the exchange rate in effect at the balance sheet date. Foreign company revenue and expense items are translated at the average exchange rate for the period. Unrealized gains or losses arising on the translation of the accounts of foreign companies are included in accumulated other comprehensive income (loss), a separate component of stockholders’ equity.

NOTE 3 – CURRENT ASSETS

a. Cash and Cash Equivalents

Cash equivalents consist of cash on hand and cash on deposit at financial institutions. 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. Accounts Receivable

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. Once calculated royalties from actual sales have exceeded such an advance, the Company receives royalty income at the end of a specific reporting period (usually three, six or twelve months) based on actual sales from the preceding reporting period. As of October 31, 2009, the Company had a total of $10,097 in accounts receivable. This amount had been collected by the date of this report.

8

NOTE 4 - 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 in accordance with generally accepted accounting principles. 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 which bases the costs amortized 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. Management’s periodical review of unamortized film costs resulted in an impairment of $152,597during the three month period ending October 31, 2009. This amount comprised primarily of the impairment of one project in development where the Company decided not to renew the screenplay option.

Subject to the closing of financing for the production budgets of three films, the Company expects to amortize approximately $240,000 of its film development costs during the next twelve months. This represents production of two complete movies and partial production of one further movie. The components of the Company’s film costs at October 31, 2009 relate entirely to movies in development for theatrical release.

Regarding the Company’s released films, there are no unamortized film costs capitalized on the balance sheets.

The Company does not have any accrued participation liabilities for its projects in development. The Company accrues costs for participation liabilities primarily for existing movies in distribution in the period and amount in which they occur.  The Company’s cash flows for film costs, participation costs, exploitation costs and manufacturing costs are classified as operating activities in the Statement of Cash Flows.

NOTE 5 – DEFERRED REVENUE

Deferred revenue represents the unamortized portion of royalty advances from distributors. The Company amortizes a royalty advance across the applicable period of each distribution agreement.  Current liabilities disclose the amount expected to be amortized during the subsequent 12 month period and the balance is disclosed as a non-current liability. As of October 31, 2009 and April 30, 2009, the Company had deferred revenue totaling $627,273 and $698,502, respectively. The decrease is primarily due to the regular amortization of royalty advances but also includes amortization of $16,684 due to early termination of a distribution contract.

NOTE 6 - COMMITMENTS AND CONTINGENCIES

a. Rent

The Company rents its registered office space at 468 N. Camden Drive in Beverly Hills, California and additional office space in Santa Monica, California. The Company also rents flexible storage space for its archives. Rent expense for the Company's offices and archive storage space was $13,689 and $13,873 during the three months ended October 31, 2009 and 2008, respectively and $26,484 and $25,616 during the six months ended October 31, 2009 and 2008, respectively. All rental agreements may be terminated upon one month’s notice.

b. Writing Agreement

As a result of a writing agreement signed on February 19, 2008, in connection with a currently untitled feature length motion picture remake/sequel of one of the films in the Company’s library, the Company is obligated to pay the writer a further $66,667 in installments upon completion of certain writing milestones which may occur during the course of the agreement. As these milestones occur, the amounts due will be paid or accrued.

9

c. Stockholder Loans

As of October 31, 2009, the Company had borrowed the principal sum of $103,977 ($112,822 including accrued interest) from its two largest stockholders, the Company’s Head of Production, Mr. Sven Ebeling and the Company’s President and CEO, Mr. Philip Holmes under the terms of an arrangement dated October 15, 2008, which authorized the borrowing of up to $500,000 from stockholders of the Company to fund working capital and other needs (the “Stockholder Loans”). The loans bear interest at an adjustable rate equal to 3% above the WSJ Prime Rate. The interest rate will be reset for each calendar quarter by the same measure. The term of each loan will be for a maximum of one year from the end of the month in which the loan is made. At the end of this term, the Company will either repay the loan with interest or renegotiate the loan with the lending party. The lenders may require that the Company issue shares at the value of the 90-day rolling average share price of the Company’s common stock as quoted on the Pink Sheets at the lower price at the day of lending or date of renewal upon default or failure to negotiate a mutual extension. The value shall include the principal and accumulated interest. The accrued interest charge is recognized on the balance sheet together with the principal amount of the loans and the annual interest charge is expensed on the statement of operations.  As of October 31, 2009 the accumulated interest for the loans totaled $8,845.  The Company disclosed this transaction in a Form 8-K filed on July 21, 2008.  On July 22, 2009, the board unanimously resolved to extend and clarify the terms to include amounts due to stockholders for services and to provide for the conversion of those loans to equity at any time during the term of the loan at the 90 day rolling average stock price for transactions.  As the loans and accrued interest are convertible at the option of the lender, the Company has classified the stockholder loans as a current liability. Of the principal sum of $103,977 outstanding as of October 31, 2009, an amount of $90,000 plus accrued interest was re-negotiated according to the original terms on July 31, 2009 between the stockholders and the Company resulting in a 12 month extension of the loan term through to July 31, 2010.

d. Contingent Losses & Litigation

Legal fees associated with litigation are recorded or accrued in the period in which they occur.  In the ordinary course of business, the Company 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. As of October 31, 2009, the Company was not involved in any litigation.

NOTE 7 – RELATED PARTY TRANSACTIONS

On August 4, 2009, the Company paid ISBC GmbH, a German limited liability company managed by Philip Holmes, President and CEO of the Company and therefore an affiliate, a flat fee amount of $5,000 as compensation for its work and expenses incurred in the successful introduction of an equity transaction which closed on July 29, 2009 (see Note 8). On October 6, 2009, the Company reimbursed to ISBC GmbH an amount of approximately $5,000 within the conditions of a Service Agreement dated December 17, 2007.

On August 14, 2009 the Company compensated Mr. Sven Ebeling an amount of approximately $5,000 for production services relating to movies in development. Mr. Ebeling is Head of Production and beneficial shareholder of approximately 40% of the Company’s common stock and therefore an affiliate.  The production services arrangement between the Company and Mr. Ebeling, respectively his production company West Coast Pictures was published in an 8-K/A on August 4, 2008. On October 2, 2009 the Company reimbursed West Coast Pictures an amount of $5,000 for production overhead.

NOTE 8 - COMMON STOCK

At October 31, 2009, the Company had 50,000,000 authorized shares of common stock, $0.01 par value, of which 19,971,493 were issued and outstanding and 2,000,000 authorized shares of “blank check” preferred stock, $0.01 par value, of which no preferred shares were issued or outstanding.  At April 30, 2009, the Company had 50,000,000 authorized shares of which 19,321,493 were issued and outstanding. The following common stock transaction transpired in the six months ended October 31, 2009:

On July 26, 2009, the Company entered into a Securities Purchase Agreement (“Agreement”) with a European entity (“Investor”), for the purchase of a total of 650,000 shares of the Company’s common stock for the purchase price of $100,000. The transaction closed on July 29, 2009. The investment was based on a price per common share of approximately $0.154. This transaction was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933.

NOTE 9 – RECOGNITION OF REVENUES

Revenue from the sale or licensing of films is recognized in accordance generally accepted accounting principles. 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, video-on-demand, 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:

10

	Months After	Approximate
Marketplace	Initial Release	Release Period
Domestic theatrical		0-3 months
All international markets		1-12 years
Domestic home video/DVD/
Video on Demand	3-6 months	3-12 months
Domestic cable/pay television	12-18 months	18 months
Domestic syndicated/free television	24-48 months	1-n years

These periods are dynamic and as new media, distribution platforms and consumer demands dictate, they will continue to change.

The Company also derives revenues from service production contracts. Third parties engage the Company to develop or produce film projects on a consulting basis. These revenues will generally be recognized in the period in which the work is performed. In a given accounting period, where a timing difference results in the cash received exceeding the actual work performed, the difference between the cash flows and the recognition of revenue is recorded as deferred revenue. Conversely, where work performed exceeds the payments received then the difference is recorded as accounts receivable.

NOTE 10 - GOING CONCERN

The Company's consolidated financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and payment of liabilities in the normal course of business. However at October 31, 2009, the Company has limited revenues and a deficit in working capital of $685,128 and has an accumulated deficit of approximately $26,928,458. 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 is in the process of raising capital through equity-based investment instruments, which is expected to provide funding for the development of future projects and operating expenses.

11

ITEM 2.   MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion concerns the periods ended October 31, 2009 and October 31, 2008, which should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this document as well as the Form 10-K for the fiscal year ended April 30, 2009.

Results of Operations

The Three Months Ended October 31, 2009 vs. the Three Months Ended October 31, 2008

For the quarter ended October 31, 2009, operating revenues were $92,348 as compared to $128,704 for the quarter ended October 31, 2008. The decrease of $36,356 results primarily from no service production contracts in progress during the three month period ending on October 31, 2009.  Of the $92,348 revenue for the period, $38,310 was from non-recurring revenue representing a revenue adjustment by a distributor relating to prior periods.

Operating expenses amounted to $322,728 for the quarter ended October 31, 2009 as compared to $144,834 during the quarter ended October 31, 2008. This increase of approximately $178,000 is primarily due to an increase in the impairment of film development costs of approximately $153,000 due to the expiration of an option agreement and large project and consulting fees of approximately $60,000 which was partially offset by a decrease of project expenses of $16,200 and a decrease in travel and other expenses of approximately $18,800.

Interest expenses decreased to $1,762 for the quarter ended October 31, 2009 as compared to $1,834 during the quarter ended October 31, 2008. The decrease of $72 is primarily attributable to a reduction in the US Prime interest rate compared to the corresponding period. The prime rate is used to calculate the interest on shareholder loans.

The Company had a net loss of $232,121 for the quarter ended October 31, 2009 as compared to $17,964 for the quarter ended October 31, 2008. The increase in operating loss of $214,157 results primarily from the increase in the costs associated with the impairment of film assets which amounted to $152,597 and an increase in consulting fees of approximately $60,000 for the period.

The Six Months Ended October 31, 2009 vs. the Six Months Ended October 31, 2008

For the six months ended October 31, 2009, operating revenues were $156,137 as compared to $199,498 for the six months ended October 31, 2008. The decrease of $43,361 results primarily from decreased revenue from service productions amounting to $37,000 during the period. Of the $156,137 revenue for the period, $38,310 was from non-recurring revenue representing a revenue adjustment by a distributor relating to prior periods.

Costs and expenses amounted to $423,389 for the six months ended October 31, 2009 as compared to $289,419 during the six months ended October 31, 2008. This increase of approximately $134,000 is primarily due to an increase in the impairment of film development costs of approximately $153,000 and an increase in consulting fees of approximately $60,000 which was partially offset by a decrease in project expenses of $16,200, a decrease in salaries of approximately $38,000 and a decrease in travel and other expenses of approximately $25,000.

The Company had a net loss of $270,724 for the six months ended October 31, 2009 as compared to a net loss of $92,110 for the six months ended October 31, 2008. This increase in net loss of $178,614 resulted primarily from the decrease in revenues, the impairment of certain capitalized film development expenses, an increase in consulting fees partially offset by decreases in travel, professional and project expenses.

Liquidity and Capital Resources

The production of motion pictures requires substantial working capital. The Company must expend substantial sums for development as well as for the production and distribution of a picture, before that picture generates any revenues. The Company's principal source of working capital during the three months ended October 31, 2009, was motion picture distribution and licensing income. Additionally, on July 29, 2009, the Company received $100,000 from an investor for the sale of 650,000 shares of common stock. In general, cash flows resulting from the distribution of the Company’s existing film library have declined and are expected to continue to decline over the long term. The Company is taking measures to renew expiring licenses and ensure its library is continuously distributed in all major world markets to slow down this trend. It is unlikely that the Company's existing distribution and licensing income will be sufficient to fund its ongoing operations. For this reason, the Company is developing new movies and seeking equity funding for these movies in order to fully implement its business planning as a movie production and distribution company. The Company anticipates that its films will primarily be financed by external sources including tax and location incentives, sales made in advance to distributors and TV companies as well as the receipt of minimum guarantee payments from sales companies. External financing will likely significantly reduce the equity required to fund the balance of the production budget as well as the inherent risk in movie financing. In order to fully implement the Company’s business planning, the Company’s liquidity requirements include amounts for screenplay acquisition and development as well as the hiring of creative personnel. The Company currently estimates that it requires a total of approximately $1 million to fully implement its business plan assuming that the budgets for initial projects are financed principally from external sources.

12

At October 31, 2009, the Company had cash of $18,013 as compared to $11,416 at April 30, 2009.  The increase in the Company’s cash is primarily attributable to an equity investment of $100,000 on July 29, 2009 (refer to Note 7 of the accompanying financial statements) partially offset by operating losses.

Contractual Obligations

As a result of a writing agreement signed on February 19, 2008, in connection with a currently untitled feature length motion picture remake/sequel of one of the films in the Company’s library, the Company is obligated to pay the writer a further $66,667 in installments upon completion of certain writing milestones which may occur during the course of the agreement. As these milestones occur, the amounts due will be either paid or accrued.

Cautionary Note on Forward-Looking Statements

This Quarterly Report on Form 10-Q 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.

Forward-looking statements 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.   We disclaim any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a “smaller reporting company” as defined by Regulation S-K and as such, are not required to provide the information contained in this item pursuant to Regulation S-K.

ITEM 4T. CONTROLS AND PROCEDURES.

a. Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report as required by Rule 13a-15 and Rule 15d-15.

The term “disclosure controls and procedures” is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as amended (the “Exchange Act”). These rules refer to the controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within required time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

13

Based on the foregoing evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are not effective as of October 31, 2009.

b. Changes in Internal Control over Financial Reporting

There have been no material changes in our internal control over financial reporting during the fiscal quarter ended October 31, 2009, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. We continue to have material weaknesses in our internal control over financial reporting as described in Item 9A in our Annual Report on Form 10-K for our fiscal year ended April 30, 2009 and those deficiencies have not yet been remediated by us.

14

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As of December 14, 2009, the Company was not aware of any pending claims or assessments, which may have a material adverse impact on the Company's financial position or results of operations.

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors disclosed in Part 1, Item 1A - - Risk Factors in our Annual Report on Form 10-K for the year ended April 30, 2009.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

On December 11, 2009 Ms. Monika Nosic and Mr. Branko Lustig resigned from the Board of Directors. On December 12, 2009, the Board of Directors appointed Mr. Sven Ebeling, the Company’s Head of Production, and Mr. Bekim Zemoski, a management consultant to fill the vacancies with immediate effect.

On December 12, 2009 the Board of Directors agreed to issue common 8,650,000 shares of common stock in exchange for $86,500 of debt owed to DE-INVEST. The exchange was based on the closing price of the common stock on December 11, 2009 of $0.01 per share on the Pink Sheets. DE-INVEST is a Company controlled by Mr. Bekim Zemoski and therefore an affiliate.

On December 12, 2009 the Board of Directors agreed to award a bonus to Ms. Rose-Mare Couture of 2,300,000 shares of common stock in recognition of her work in the German subsidiary in film development and management consulting services. Ms. Couture is the spouse of the President and CEO of the Company and therefore an affiliate.

On December 12, 2009 the Board of Directors agreed to compensate the departing Board Members, Ms. Monika Nosic and Mr. Branko Lustig, for their services each with an award of 200,000 shares of common stock in the Company. Both parties are affiliated with West Coast Pictures, a company controlled and managed by Mr. Sven Ebeling, the Company’s Head of Production.

On December 12, 2009 the Board of Directors amended the bylaws of the Company effective as of December 12, 2009.  Set forth below is a summary of the amendments to the bylaws:

ARTICLE II Section 6 (d):

 Clarified that the approval of the holders of a majority of the outstanding shares is required to approve resolutions.

ARTICLE III Section 4 (a)

Changed to permit special meetings of the Board of Directors to be held at locations permitting remote participation of Board members utilizing tele- and videoconferencing capabilities, if necessary.

15

ARTICLE III Section 7 (c) and, new (d)

Changed the Board of Directors authorization threshold for transactions with interested parties from a 75% majority vote to a 75% majority vote AND a majority approval of the disinterested directors.

ARTICLE III Section 10

Permits a majority of shareholders to remove directors at a special meeting of shareholders.

. 

ARTICLE IV Section 3

Requires that officers elected by the Board of Directors be suitably qualified.

ARTICLE IX Section 2

Requires shareholder ratification of any amendment to the bylaws that alter the authority or ability of the shareholders to take action.

The foregoing summary is qualified by reference to the Amended and Restated Bylaws set forth in Exhibit 3.1.

On December 12, 2009, the Board of Directors also amended the resolutions from July 15, 2008, as amended on  July 22, 2009, to stipulate that:

(a) the arrangements therein only applies to existing shareholder loans and existing suppliers who have committed their services in awareness of such an arrangement as of the date of the resolution, and

(b) conversions of shareholder loans into common shares may only be demanded to the extent that common shares are available and authorized for issuance by the Company, and that the minimum conversion value per share be the par value of the common shares.

On December 12, 2009, the Board of Directors adopted a Code of Conduct and Ethics for all employees, officers and directors, which is set forth in Exhibit 14.  The Code of Conduct and Ethics is available on the Company’s website at www.kingsroadentertainment.net.

16

ITEM 6.	EXHIBITS
3.1	Amended and Restated Bylaws
14	Code of Conduct and Ethics
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

17

SIGNATURES

Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	KINGS ROAD ENTERTAINMENT, INC.
Date:  December 14, 2009	By:	/s/ Philip Holmes
		Philip Holmes, Chief Executive Officer

18

EX-3.1

BYLAWS OF KINGS ROAD ENTERTAINMENT, INC.

(A Delaware Corporation)

(As Amended through December 12, 2009)

ARTICLE I - OFFICES

The office of the Corporation shall be located in the City and State designated in the Articles of Incorporation. The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, determine.

ARTICLE II - MEETING OF SHAREHOLDERS

Section I - Annual Meetings:

The annual meeting of shareholders shall be held on the last day of February in each-year at 10:00 o'clock A.M. or at such other date and/or time -not later than five months after the close of the fiscal year -of the Corporation, as shall be designated by the Board of Directors, provided, however, that should said day fall upon a week-end or legal holiday, then the annual meeting of share-holders shall be held at the same time and place on the next day which is a full business day. At such meeting directors shall be elected, reports of the affairs of the Corporation shall be considered, and any other business may be transacted which is within the powers of the shareholders.

Section 2 - Special Meetings:

Special meetings of the shareholders may be called at any time by the Board of Directors or by the President, and shall be called by the President or the Secretary at the written request of the holders of ten percent (104) of the shares then outstanding and entitled to vote thereat, or as otherwise required under the provisions of the Business Corporation Act.

Section 3 - Place of Meetings:

All meetings of share-holders shall be held at the principal office of the Corporation, or at such other places as shall be designated in the notices or waivers of notice of such meetings.

1

Section - 4 - Notice of Meetings;

(a) Except as otherwise provided by Statute, written notice of each meeting of shareholders, whether annual or special, stating the time when and place where it is to be held shall be served either personally or by mail, not less than ten or more than fifty days before the meeting, upon each shareholder of record entitled to vote at such meeting, and to any other shareholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called, and   shall indicate that it is being issued by, or at the direction of the person or persons calling the meeting. If, at any meeting, action is proposed to be taken that would, if taken, entitle shareholders to receive payment for their shares pursuant to Statute, the notice of such meeting shall include statement of that purpose and to that effect. If mailed, such notice shall be directed to each such shareholder at his address, as it appears on the records of the shareholders of   the Corporation, unless he shall have previously filed with the Secretary of the Corporation a written request that notices intended for him be mailed to some other address, in which case, it shall be mailed to the address designated in such request.

(b) Notice of any meeting need not be given to any person who may become a shareholder of record after the mailing of such notice and prior to the meeting, or to any shareholder. Who attends such meeting, in person or by proxy, or to any shareholder who, in person or by proxy, submits a signed waiver of notice either before or after such meeting. Notice of any adjourned meeting of shareholders need not be given, unless otherwise required by statute.

Section 5 - Quorum;

(a) Except as otherwise provided herein, or by Statute, or in the Certificate of Incorporation (such Certificate and any amendment's thereof being hereinafter collectively referred to as the “ Certificate of Incorporation”), at all meeting of shareholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of shareholders holding of record a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote, shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any shareholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.

(b) Despite the absence of a quorum at any annual or special meeting of shareholders, the shareholders, by a majority of the votes cast by the holders of shares entitled to vote thereon, may adjourn the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted at the meeting as originally called if a quorum had been present.

Section 6 - Voting;

(a) Except as otherwise provided by statute or by the Certificate of Incorporation, any corporate action, other than the election of directors, to be taken by vote of the shareholders, shall be authorized by a majority of votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.

(b) Except as otherwise provided by statute or by the Certificate of Incorporation, at each meeting of shareholders, each holder of record of stock of the Corporation entitled to vote thereat, shall be entitled to one vote for each share of stock registered in his name on the books of the Corporation.

2

(c) Each shareholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided, however, that the instrument authorizing such proxy to act shall have been executed in writing by the shareholder himself, or by his attorney-in-fact thereunto duly authorized in writing. No proxy shall be valid after the expiration of eleven months from the date of its execution, unless the person executing it shall have specified therein the length of time it is to continue in force. Such instrument shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation.

(d) Any resolution in writing, signed by a majority of the shareholders entitled to vote thereon, shall be and constitute action by such shareholders to the effect therein expressed, with the same force and effect as if the same had been duly passed by unanimous vote at a duly called meeting of shareholders and such resolution so signed shall be inserted in the Minute Book of the Corporation under its proper date.

ARTICLE III - BOARD OF DIRECTORS

Section 1 - Number, Election and Term of Office;

(a) The Board of Directors of the corporation shall consist of not less than three (3) nor more than nine (9) members. The exact number of directors within the limits specified shall be set, and may be changed from time to time, by a resolution duly adopted by the Board of Directors or the stockholders.

(b) The Board of Directors shall be divided into three classes as nearly equal in number as reasonably possible, designated Class 1, Class 2 and Class 3. The initial terms of office shall expire as follows; Class 1 directors; at the annual meeting of stockholders in 1988; Class 2 directors, at the annual meeting of stockholders in 1989; Class 3 directors at the annual meeting of stockholders in 1990. Thereafter, at each annual meeting of stockholders, successors to the class of directors whose terms of office expire in that year shall be elected to hold office for a term of three (3) years. Each director shall hold office until his successor is elected and qualified or until his earlier resignation or removal.

(c) Except as may otherwise be provided herein or in the Certificate of Incorporation, the members of each class of the Board of Directors of the Corporation, who need not be shareholders, shall be elected by a majority of the votes cast at the meeting of shareholders at which such class is to be elected, by the holders of shares, present in person or by proxy, entitled to vote in the election.

Section. 2 - Duties and Powers;

The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation, and may exercise all powers of the Corporation, except as are in the Certificate of Incorporation or by statute expressly conferred upon or reserved to the shareholders.

3

Section 3 - Annual and Regular Meetings; Notice:

(a) A regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of the shareholders, at the place of such annual meeting of shareholders.

(b) The Board of Directors, from time to time, may provide by resolution for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof.

(c) Notice of any regular meeting of the Board of Directors shall not be required to be given and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be given to each director who shall not have been present at the meeting at which such action was taken within the time limited and in the manner set forth in paragraph (b) Section 4 of this Article III, with respect to special meetings, unless such notice shall be waived in the manner set forth in paragraph (c) of such Section 4.

Section 4 - Special Meetings, Notice:

(a) Special meetings of the Board of Directors shall be held whenever called by the President or by one of directors, at such time and place as may be specified in the respective notices or waivers of notice thereof, providing however, that the meeting is held at a location where members of the board of directors of any corporation, or any committee designated by the board, may participate in a meeting of such board, or committee by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear and, if necessary, see each other or exhibits, and participation in a meeting pursuant to this subsection shall constitute presence in person at the meeting.

(b) Except as otherwise required by statute, notice of special meetings shall be mailed directly to each director, addressed to him at his residence or usual place of business, at least two (2) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegram, radio or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held. A notice or waivers of notice, except as required by Section 8 of this Article III, need not specify the purpose of the meeting.

(c) Notice of any special meeting shall not be required to be given to any director who shall attend such meeting without protesting prior thereto or at its commencement the lack of notice to him, or who submits a signed waiver of notice, whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given.

Section 5 – Chairman:

At all meetings of the Board of Directors, the Chairman of the Board, if any and if present shall present, shall preside. If there shall be no Chairman, or he shall be absent, then the President shall preside, and in his absence, a Chairman chosen by the directors shall preside.

4

Section 6 - Quorum and Adjournments:

(a) At all meetings of the Board of Directors, the presence of a majority of directors then in office (but not less than 1/3 of the authorized number of directors) shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Certificate of Incorporation, or by these Bylaws.

(b) A majority of the directors present at the time and place of any regular or special meeting, although less than a quorum may adjourn the same from time to time without notice, until a quorum shall be present.

Section 7 - Manner of Action:

(a) At all meetings of the Board of Directors, each director present shall have one vote, irrespective of the number of shares of stock, if any, which he may hold.

(b) Except as otherwise provided by statute, by the Certificate of Incorporation, or by these Bylaws, the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors. Any action authorized, in writing, by all of the directors entitled to vote thereon and filed with the minutes of the corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board.

(c) The following actions of the Board of Directors will require the approval of not less than 75% of all of the directors: (1) the authorization or issuance of any stock options to employees of the Corporation; (2) the authorization of a public offering and sale of Common Stock of the Corporation, for an aggregate purchase price of not more than $5,000,000, pursuant to a registration statement filed under the Securities Act of 1933; or (3) the repurchase or redemption by the Corporation of any of its outstanding shares in excess of 2% of the total of the company’s issued outstanding stock.  

(d) The authorization of any transactions between the Corporation on the one hand and any officer, director or stockholder of the Corporation or any person or entity related to or affiliated with any such officer, director or stockholder on the other hand shall require the approval of not less than 75% of all of the directors AND the majority approval of disinterested directors:. If the board has no disinterested directors in the transaction or transactions, then such action shall require ratification by a majority of the disinterested shareholders at a special or ordinary shareholder meeting, called and noticed for that purpose.

.Section 8 - Vacancies;

Any vacancy in the Board of Directors occurring by reason of an increase in the number of directors, or by reason of the death, resignation, disqualification, removal (unless a vacancy created by the removal of a director by the shareholders shall be filled by the shareholders at the meeting at which the removal was effected) or, inability to act of any director, or otherwise, shall be filled for the unexpired portion of the term by a majority vote of the remaining directors, though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that purpose.

5

 Section 9 - Resignation:

Any director may resign at any time by giving written notice to the Board of Directors, the president or the Secretary of the Corporation, unless otherwise specified in such written notice, such resignation snail take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not   be necessary to make it effective.

Section 10 - Removal:

Any director may be removed with or without cause at any time by either: (i) the affirmative, majority vote of all disinterested directors at a special meeting of directors; or (ii) by the affirmative vote of shareholders holding of record in the aggregate at least a majority of the outstanding shares of the Corporation at a special meeting of the shareholders.

Section 11 - Salary;

No stated salary shall be paid to directors, as such, for their services, but by resolution of   the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

Section 12 - Contracts:

(a) No contract or other transaction between this Corporation and any other Corporation shall be impaired, affected or invalidated, nor shall any director be liable in any way by reason of the fact that any one or more of the directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other Corporation, provided that such facts are disclosed or made known to the Board of Directors.

b) Any director, personally and individually, may be a party to or may be interested in any contract or transaction of this Corporation, and no director shall be liable in any way by reason of Such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such director) of a majority of a quorum, notwithstanding the presence of any such director, at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section Shall not be construed to -impair or invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.

6

Section l3. Committees;

The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive commute and such other committees, and alternate members thereof, as they may deem desirable, each consisting of one or more members, with such powers and authority (to the extent permitted by law) as may be provided in such committee shall serve at the pleasure of the Board.

ARTICLE IV - OFFICERS

Section 1 - Number. Qualifications, Elections and Term of Office:

(a) The officers of the Corporation shall consist of President a Secretary, a Treasurer, and such other officers, including a Chairman of the Board of Directors, and one or more Vice Presidents, as the Board of Directors may from time to time deem advisable. Any officer other than the Chairman of the Board of Directors may be, but is not required to be a director of the Corporation. Any two or more offices may be held by the same person.

(b) The officers of the Corporation shall be elected by the Board of Directors at the regular annual meeting of the Board following the annual meeting of shareholders.

(c) Each officer shall hold office until the annual meeting of the Board of Directors next succeeding his election, and until his successor shall have been elected and qualified, or until his death, resignation or removal.

Section 2 - Resignation;

Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective.

Section 3 – Removal:

Any officer may be removed, either with or without cause, and a suitably qualified successor elected by a majority vote of the Board of Directors at any time.

Section 4 - Vacancies;

A vacancy in any office by reason of death, resignation, inability to act, disqualification, or any other cause, may at any time be filled for the unexpired portion of the term by a majority vote of the Board of Directors.

7

Section 5 - Duties of Officers;

Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these bylaws, or may from time to time be   specifically conferred or imposed by the Board of Directors. The president shall be the chief executive officer of the Corporation unless otherwise determined by the Board of Directors.

Section 6 - Sureties and Bonds;

In case the Board of Directors shall so require, any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands.

Section 7 - Shares of Other Corporations:

Whenever the Corporation is the holder of shares of any other Corporation, any right or power of the Corporation as such shareholder, (including the attendance, acting and voting at shareholders meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President, or such other person as the Board of Directors may authorize.

ARTICLE V - SHARES OF STOCK

Section 1 - Certificate of Stock:

(a) The certificates representing shares of the Corporation shall be in such form as shall be adopted by the Board of Directors, and shall be numbered and registered in the order issued. They shall bear the holder's name and the number of shires and shall be signed by (i) the Chairman of the Board or the President or a Vice President, and (n) the Secretary or Measurer or any Assistant Secretary or Assistant Treasurer, and shall bear the corporate seal.

(b) No certificate representing shares shall be issued until the full amount of consideration therefor has been paid, except as otherwise permitted by law.

(c) To the extent permitted by law, the Board of Directors may authorize the issuance of certificates for fractions of a share which shall entitle the holder to exercise voting rights, receive dividends and participate in liquidating distributions, in proportion to the fractional holdings; or it may authorize the payment in cash of the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, of scrip in registered or bearer form over the signature of an officer or agent of the Corporation, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a shareholder, except as therein provided.

8

Section 2 - Lost or Destroyed Certificates:

The holder of any certificate representing shares of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate representing the same. The Corporation may issue a new certificate in the place of any Corporation theretofore issued by it, alleged to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require, the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate, or his legal representatives, to give the Corporation a bond in such sum as the Board may direct, and with such surety or sureties as may be satisfactory to the Board, to indemnify the Corporation against any claims, loss, liability or damage it may suffer on account of the issuance of the new certificate. A new certificate may be issued without requiring any such evidence or bond when, in the judgment of the Board of Directors, it is proper so to do.

Section 3 - Transfers of Shares;

(a) Transfers of shares of the Corporation shall be made on the share records of the Corporation only by holder of record thereof, in person or by his duly authorized attorney, upon surrender for cancellation of the certificate or certificates representing such shares, with an assignment or power of transfer endorsed thereon or delivered therewith, duly executed, with such proof of the authenticity of the signature and of authority to transfer and of payment of transfer taxes as the Corporation or its agents may require.

(b) The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner   thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable or other claim to, or interest in, such share or shares on the part of any other person,   whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.

Section 4 - Record Date:

In lieu of closing the share records of the Corporation, the Board of Directors may fix, in advance, a date not exceeding fifty days, nor less than ten days, as the record date for the determination of shareholders entitled to receive notice of, or to vote at, any meeting of   shareholders, or to consent to any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividends, or allotment of any rights, or for the purpose of any other action. If no record date is fixed, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held; the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the resolution of the directors relating thereto is adopted. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided for herein, such determination shall apply to any adjournment thereof, unless the directors fix a new record date for the adjourned meeting.

9

ARTICLE VI - DIVIDENDS

Subject to applicable law, dividends may be declared and paid out of any funds available therefor, as often, in such amounts, and at such time or times as the Board of Directors may determine.

ARTICLE VII - FISCAL YEAR

The annual accounting period for the Corporation shall end on April 30th or upon such other date as may be determined by the Board of Directors.

ARTICLE VIII - CORPORATE SEAL

The corporate seal, if any, shall be in such form as shall be approved from time to time by the Board of Directors.

ARTICLE IX - AMENDMENTS

Section 1 - By Shareholders;

All bylaws of the Corporation shall be subject to alteration or repeal, and new bylaws may be made, by the affirmative vote of shareholders holding of record in the aggregate at least a majority of the outstanding shares entitled to vote in the election of directors at any annual or special meeting of shareholders, provided that the notice or waiver of notice of such meeting shall have summarized or set forth in full therein, the proposed amendment.

Section 2 - By Directors;

The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, the Bylaws of the Corporation. However, if such an amendment alters the authority or the ability of the shareholders to take action, then such an amendment will require ratification by a majority of the shareholders.

10

ARTICLE X - INDEMNITY

Section 1:

Each person who was or is made a party to or is threatened to be made a party to or is involuntarily involved in any action, suit or proceeding, whether civil criminal, administrative or investigative (a "Proceeding”), by reason of the fact that he is or was a director and/or officer  of the Corporation, or is or was serving (during his tenure as director and/or officer) at the request of the Corporation, any other corporation, partnership, joint venture; trust or other enterprise in any capacity; whether the basis of such Proceeding is an alleged action in an official capacity as a  director or officer, or in any other capacity while serving as  a director or officer, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the Delaware General Corporation Law as now or hereafter effect (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader   indemnification rights than are permitted to the Corporation prior to such amendment) against all expenses, liability and loss (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement reasonably incurred or suffered by such person in connection with such Proceeding. Such director or officer  shall have the right to be paid by the Corporation for expenses incurred in defending any such Proceeding in advance of its final disposition; provided, however, that the payment  of such expenses in advance of the final disposition of any such Proceeding shall be made only upon receipt by the Corporation of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it should be determined ultimately that he is not entitled to be indemnified under this Section 1 or otherwise. No amendment to or repeal of this Section 1 shall apply to or have any effect on any right to indemnification provided hereunder with respect to any acts or omissions occurring prior to such amendment or repeal.

Section 2:

If a claim for indemnity under Section 1 is not paid in full by the Corporation within ninety (90) days after a written claim has been received by the Corporation, the director or officer may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim, together with interest thereon, and if successful in whole or in part, such director or officer shall also be entitled to be paid the expense of prosecuting such claim, including reasonable attorneys' fees incurred in connection therewith. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any Proceeding in advance of its final disposition where the required undertaking has been tendered to the Corporation) that such director or officer has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the Corporation to indemnify him for the amount claimed, but the burden of proving such a defense shall be on the Corporation. Neither the failure of the Corporation (or of its full Board of Directors, its directors who are not parties to the Proceeding with respect to which indemnification is claimed, its stockholders, or independent legal counsel) to have made a determination prior to the commencement of an action pursuant to this Section 2 that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard  of conduct set forth in the Delaware General Corporation Law nor an actual determination by any such person or persons that such director or officer has not met, such applicable standard of conduct, shall be a defense to such action or create a presumption that such director or officer has not met the applicable standard of conduct.

11

Section 3;

In furtherance and not in limitation of the powers conferred by statute:

(i)  Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of law; and

(ii) the Corporation may create a trust fund, grant a security interest and/or use other means (including, without limitation, letters of credit ,surety bonds and/or other similar arrangements), as well as enter into contracts providing indemnification to the full extent authorize or permitted by law and including as part thereof provisions with respect to any or all of the foregoing to ensure the payment of such amounts as may become necessary to effect indemnification as provided therein, or elsewhere.

Section 4 - Rights Not Exclusive:

The rights conferred by this Article X shall not be exclusive of any other right which the director or officer may have or hereafter acquire under the Delaware General Corporation Law or any other statute, or any provision contained in the Corporation’s Certificate of incorporation or Bylaws, or any agreement, or pursuant to a vote of stockholders or disinterested directors, or otherwise.

12

EX-14

KINGS ROAD ENTERTAINMENT, INC.

(A Delaware Corporation)

CODE OF CONDUCT AND ETHICS

OVERVIEW

This Code of Conduct and Ethics sets forth the guiding principles by which we operate our company and conduct our daily business with our stockholders, customers, vendors and with each other. These principles apply to all of the directors, officers and employees of Kings Road Entertainment, Inc. and its subsidiaries (referred to in this Code as the “Company”).

PRINCIPLES

Complying with Laws, Regulations, Policies and Procedures

All directors, officers and employees of the Company are expected to understand, respect and comply with all of the laws, regulations, policies and procedures that apply to them in their positions with the Company. Employees are responsible for talking to their supervisors to determine which laws, regulations and Company policies apply to their position and what training is necessary to understand and comply with them.

Directors, officers and employees are directed to specific policies and procedures available to persons they supervise.

Conflicts of Interest

All directors, officers and employees of the Company should be scrupulous in avoiding any action or interest that conflicts with, or gives the appearance of a conflict with, the Company’s interests. A “conflict of interest” exists whenever an individual’s private or business interests interfere or conflict in any way (or even appear to interfere or conflict) with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her work for the Company objectively and effectively. Conflicts of interest may also arise when a director, officer or employee or a member of his or her family receives improper personal benefits as a result of his or her position with the Company, whether from a third party or from the Company. Any use of the Company’s products and services by Company employees should generally be done on an arm’s length basis and in compliance with applicable law.

All directors, officers and employees of the Company are obligated to disclose potential and actual conflicts of interest as and when they arise.  Subject to any pre-existing fiduciary duty which exists prior to the time of becoming a director, officer or employee of the Company, all directors, officers and employees of the Company are prohibited from participating in any transaction that is or may pose a conflict of interest with the Company without the prior written consent of the Company.

If a conflict of interest shall arise, our directors, officers and employees shall act in a manner expected to advance and protect the Company’s interests, subject to any pre-existing fiduciary duties or contractual obligations.  Conflicts of interest may not always be clear-cut, so if a question arises, an officer or employee should consult with higher levels of management, the Board of Directors or company counsel. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel.

1

None of the Company’s officers, directors, employees or affiliates shall accept any finder’s fee, consulting fee or any other compensation from any person or entity (including a target company) in connection with any business combination involving the Company other than any compensation or fees that may be received for any services provided following such business combination.

Corporate Opportunity

Directors, officers and employees are prohibited from (a) taking for themselves personally opportunities that properly belong to the Company or are discovered through the use of corporate property, information or position; (b) using corporate property, information or position for personal gain; and (c) subject to pre-existing fiduciary obligations, competing with the Company; provided, however, such prohibition will not extend to potential corporate opportunities reviewed by, and rejected as unsuitable for the Company by, the independent members of the Board.  Directors, officers and employees owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

Confidentiality

Directors, officers and employees must maintain the confidentiality of confidential information entrusted to them by the Company or its suppliers or customers, except when disclosure is specifically authorized by the Board of Directors or required by laws, regulations or legal proceedings. Confidential information includes all non-public information that might be material to investors or of use to competitors of the Company or harmful to the Company or its customers or employees if disclosed.

Fair Dealing

We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance, never through unethical or illegal business practices. Stealing proprietary information, possessing or utilizing trade secret information that was obtained without the owner’s consent or inducing such disclosures by past or present employees of other companies is prohibited.

Each director, officer and employee is expected to deal fairly with the Company’s customers, suppliers, competitors, officers and employees. No one should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing.

Protection and Proper Use of the Company Assets

All directors, officers and employees should protect the Company’s assets and ensure their efficient use. All Company assets should be used only for legitimate business purposes.

Public Company Reporting

As a public company, it is of critical importance that the Company’s filings with the Securities and Exchange Commission be accurate and timely and not contain any known material misrepresentation or omission.  Depending on their position with the Company, an employee, officer or director may be called upon to provide necessary information to assure that the Company’s public reports are complete, fair and understandable. The Company expects employees, officers and directors to take this responsibility very seriously and to provide prompt accurate answers to inquiries related to the Company’s public disclosure requirements.

2

Inside Information and Securities Trading

The Company’s directors, officers or employees who have access to material, non-public information are not permitted to use that information for stock trading purposes or for any purpose unrelated to the Company's business. It is also against the law to trade or to "tip" others who might make an investment decision based on inside company information. For example, using non-public information to buy or sell the Company stock, options in the Company stock or the stock of any Company supplier, customer or competitor is prohibited. The consequences of insider trading violations can be severe. These rules also apply to the use of material, nonpublic information about other companies (including, for example, our customers, competitors and potential business partners). In addition to employees, these rules apply to an employee's spouse, children, parents and siblings, as well as any other family members living in the employee's home.

Financial Statements and Other Records

All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform to both applicable legal requirements and to the Company’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained unless permitted by applicable law or regulation.

Records should always be retained or destroyed according to the Company’s record retention policies. In accordance with those policies, in the event of litigation or governmental investigation, please consult the Board of Directors.

Improper Influence on Conduct of Audits

 No director or officer, or any other person acting under the direction thereof, shall directly or indirectly take any action to coerce, manipulate, mislead or fraudulently influence any public or certified public accountant engaged in the performance of an audit or review of the financial statements of the Company if that person knows or should know that such action, if successful, could result in rendering the Company's financial statements materially misleading. Any person who believes such improper influence is being exerted should report such action to such person’s supervisor, or if that is impractical under the circumstances, to any of our directors.

Types of conduct that could constitute improper influence include, but are not limited to, directly or indirectly:

· Offering or paying bribes or other financial incentives, including future employment or contracts for non-audit services;

· Providing an auditor with an inaccurate or misleading legal analysis;

· Threatening to cancel or canceling existing non-audit or audit engagements if the auditor objects to the Company’s accounting;

· Seeking to have a partner removed from the audit engagement because the partner objects to the Company’s accounting;

· Blackmailing; and

· Making physical threats.

3

Anti-Corruption Laws

The Company complies with the anti-corruption laws of the countries in which it does business, including the U.S. Foreign Corrupt Practices Act (FCPA). Directors, officers and employees will not directly or indirectly give anything of value to government officials, including employees of state-owned enterprises or foreign political candidates. These requirements apply both to Company employees and agents, such as third party sales representatives, no matter where they are doing business. If you are authorized to engage agents, you are responsible for ensuring they are reputable and for obtaining a written agreement to uphold the Company’s standards in this area.

REPORTING ILLEGAL OR UNETHICAL BEHAVIOR

Reporting Illegal or Unethical Behavior

Employees, officers and directors who suspect or know of violations of this Code or illegal or unethical business or workplace conduct by employees, officers or directors have an obligation to contact either their supervisor or superiors. If the individuals to whom such information is conveyed are not responsive, or if there is reason to believe that reporting to such individuals is inappropriate in particular cases, then the employee, officer or director may contact the Chief Executive Officer or the President of the Company. Such communications will be kept confidential to the extent feasible. If the employee is still not satisfied with the response, the employee may contact the chairman of the Board of Directors or any of the Company’s outside directors.

Accounting Complaints

The Company’s policy is to comply with all applicable financial reporting and accounting regulations. If any director, officer or employee of the Company has unresolved concerns or complaints regarding questionable accounting or auditing matters of the Company, then he or she is encouraged to submit those concerns or complaints (anonymously, confidentially or otherwise) to the Company’s Audit Committee and/or Board of Directors. Subject to their legal duties, the Audit Committee and/or the Board of Directors will treat such submissions confidentially.

Non-Retaliation

The Company prohibits retaliation of any kind against individuals who have made good faith reports or complaints of violations of this Code or other known or suspected illegal or unethical conduct.

Amendment, Modification and Waiver

This code may be amended or modified by the Board of Directors of the Company. Only the Board of Directors or a committee of the Board of Directors with specific delegated authority may grant waivers of this Code of Conduct and Ethics. Waivers will be disclosed to stockholders as required by the Securities Exchange Act of 1934 and the rules thereunder and the applicable rules of any stock exchange on which the Company’s securities are listed or quoted.

Violations

Violation of this Code of Conduct and Ethics is grounds for disciplinary action up to and including termination of employment. Such action is in addition to any civil or criminal liability which might be imposed by any court or regulatory agency.

4

CODE OF ETHICS FOR CHIEF EXECUTIVE OFFICER AND SENIOR FINANCIAL OFFICERS

Attached hereto is the Code of Conduct and Ethics applicable to all directors, officers and employees of the Company.  The Company’s Chief Executive Officer (CEO) and all senior financial officers, including the Chief Financial Officer (CFO) and principal accounting officer, are bound by the provisions set forth therein relating to ethical conduct, conflicts of interest, and compliance with law.  In addition to the Code of Conduct and Ethics, the CEO and senior financial officers are subject to the following additional specific policies:

1.           Act with honesty and integrity, avoiding actual or apparent conflicts between personal, private interests and the interests of the Company, including receiving improper personal benefits as a result of his or her position.

2.           Disclose to the CEO and the Board of Directors of the Company any material transaction or relationship that reasonably could be expected to give rise to a conflict of interest.

3.           Perform responsibilities with a view to causing periodic reports and documents filed with or submitted to the SEC and all other public communications made by the Company to contain information that is accurate, complete, fair, objective, relevant, timely and understandable, including full review of all annual and quarterly reports.

4.           Comply with laws, rules and regulations of federal, state and local governments applicable to the Company and with the rules and regulations of private and public regulatory agencies having jurisdiction over the Company.

5.           Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting or omitting material facts or allowing independent judgment to be compromised or subordinated.

6.           Respect the confidentiality of information acquired in the course of performance of his or her responsibilities except when authorized or otherwise legally obligated to disclose any such information; not use confidential information acquired in the course of performing his or her responsibilities for personal advantage.

7.           Share knowledge and maintain skills important and relevant to the needs of the Company, its stockholders and other constituencies and the general public.

8.           Proactively promote ethical behavior among subordinates and peers in his or her work environment and community.

9.           Use and control all corporate assets and resources employed by or entrusted to him or her in a responsible manner.

10.         Promptly disclose any violations of the Company’s Code of Conduct and Ethics to the appropriate persons.

11.         Not use corporate information, corporate assets, corporate opportunities or his or her position with the Company for personal gain; not compete directly or indirectly with the Company.

12.         Comply in all respects with the Company’s Code of Conduct and Ethics.

5

13.         Advance the Company’s legitimate interests when the opportunity arises.

The Board of Directors will investigate any reported violations and will oversee an appropriate response, including corrective action and preventative measures.  Any officer who violates this Code will face appropriate, case specific disciplinary action, which may include demotion or discharge.

Any request for a waiver of any provision of this Code must be in writing and addressed to the Chairman of the Board of Directors of the Company.  Any waiver of this Code will be disclosed promptly on Form 8-K or any other means approved by the Securities and Exchange Commission.

It is the policy of the Company that each officer covered by this Code shall acknowledge and certify to the foregoing annually and file a copy of such certification with the Chairman of the Board of Directors.

CERTIFICATION

I have read and understand the foregoing Code of Conduct and Ethics.  I hereby certify that I am in compliance with the foregoing Code of Conduct and Ethics and I will comply with the Code in the future.  I understand that any violation of the Code will subject me to appropriate disciplinary action, which may include demotion or discharge.

Adopted by the Board of Directors on December 12, 2009.

6

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Philip Holmes, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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: December 14, 2009

/s/ Philip Holmes

Philip Holmes

Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Robert Kainz, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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 isbeing 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: December 14, 2009

/s/ Robert Kainz

Robert Kainz

Chief Financial Officer

EX-32

EXHIBIT 32

Certifications of Chief Executive Officer and Chief Financial Officer 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 Delaware corporation (the “Company”), does hereby certify, to such officer's knowledge, that:

The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended October 31, 2009 (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and the information contained in the Form 10-Q 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 will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Dated: December 14, 2009

/s/ Philip Holmes

Philip Holmes

Chief Executive Officer

/s/ Robert Kainz

Robert Kainz

Chief Financial Officer