U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                 Form 10-QSB/A-1
                  Quarterly Report Under Section 13 or 15(d) of
                       the Securities Exchange Act of 1934



                For the Quarterly Period Ended January 31, 2002

                           Commission File No. 0-14234



                         KINGS ROAD ENTERTAINMENT, INC.
                 (Name of small business issuer in its charter)


         Delaware                                                   95-3587522
(State or other jurisdiction                                   (I.R.S. Employer
       of incorporation)                                     Identification No.)


                   5743 NW 66th Ave., Parkland, FL 33067-1330
                     (Address of principal executive office)

                    Issuer's telephone number: (212) 709-8111



Check whether the issuer (1) filed all reports required to be filed by Section
 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.

     YES [X] NO [_]


     As of March 15, 2002, the Registrant had 3,664,390 shares of its common
stock outstanding.


     Transitional Small Business Disclosure Format: YES [_] NO [X]

                                       1
<PAGE>
PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements

                 KINGS ROAD ENTERTAINMENT, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                                  AS OF
                                                                                              JAN. 31, 2002
                                                                                          ----------------------
                                                                                                (Restated)
     <S>                                                                                  <C>
     CURRENT ASSETS
        Cash                                                                                          $   85,036
        Accounts receivable                                                                               79,740
                                                                                             -------------------
            Total Current Assets                                                                         164,776
                                                                                             -------------------
     FIXED ASSETS, NET                                                                                     1,491
                                                                                             -------------------
     OTHER ASSETS
        Film Development Costs, net                                                                       29,305
      Other Assets                                                                                           148
        Advance to shareholder                                                                            28,000
                                                                                             -------------------
            Total Other Assets                                                                            57,453
                                                                                             -------------------
     TOTAL ASSETS                                                                                     $  223,720
                                                                                                     ===========

     LIABILITIES AND STOCKHOLDERS' EQUITY

     CURRENT LIABILITIES
        Accounts Payable                                                                              $  137,067
        Note Payable                                                                                      19,000
        Note Payable - Related Party                                                                       7,220
        Accrued Expenses                                                                                 145,413
        Deferred Revenue                                                                                  35,200
                                                                                             -------------------
            Total Current Liabilities                                                                    343,900
                                                                                             -------------------
      TOTAL LIABILITIES                                                                                  343,900
                                                                                             -------------------
     COMMITMENTS AND CONTINGENCIES

     STOCKHOLDERS' EQUITY
        Common Stock, $.01 par value, 12,000,000 shares
           authorized, 3,664,390 shares issued and outstanding                                            36,644
        Additional Paid-In Capital                                                                    24,906,655
        Deficit                                                                                     (25,063,479)
                                                                                             -------------------
          TOTAL STOCKHOLDERS' EQUITY                                                                   (120,180)
                                                                                             -------------------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                       $  223,720
                                                                                                     ===========


 The accompanying notes are an integral part of these consolidated financial statements.

</TABLE>

                                       2
<PAGE>
                 KINGS ROAD ENTERTAINMENT, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>


                                                               THREE MONTHS                         NINE MONTHS
                                                              ENDED JAN. 31,                       ENDED JAN. 31,
                                                          2002             2001               2002             2001

                                                     --------------------------------    --------------------------------
                                                                      (Restated)                               (Restated)
<S>                                                 <C>                    <C>            <C>                  <C>
REVENUES
  Feature Films                                            $ 291,198        $ 296,248          $ 520,741       $1,267,442
  Theatrical Admissions                                            -          274,292                  -          285,586
                                                     ---------------------------------   ---------------------------------
                                                             291,198          570,540            520,741        1,553,028

COSTS AND EXPENSES
  Costs Related to Revenue                                         -                -                  -          266,191
  Development Cost Write-down                                118,617                -            118,617                -
  Selling Expenses                                            50,593                -             61,627           35,585
  General & Administrative Expenses                           79,502          571,888            569,234        1,089,379
  Impairment of Goodwill                                           -                -             67,965                -
                                                     ---------------------------------   ---------------------------------
                                                             248,712          571,888            817,443        1,391,155
                                                     ---------------------------------   ---------------------------------
  OPERATING PROFIT/(LOSS)                                     42,486          (1,348)          (296,702)          161,873


OTHER INCOME/(EXPENSE)
  Interest Expense                                             (339)            (438)            (1,017)          (1,004)
  Other Income                                                     -                -              2,484                -
  Interest Income                                                  -              135                 38            7,802
  Gain From Cancellation of Indebtedness                           -                -                  -          126,313
                                                     ---------------------------------   ---------------------------------
                                                               (339)            (303)              1,505          133,111
                                                     ---------------------------------   ---------------------------------
  INCOME/(LOSS) BEFORE DISCONTINUED
  OPERATIONS AND INCOME TAXES                                 42,147          (1,651)          (295,197)          294,984

Gain (Loss) from Discontinued Operations                         149           11,766           (71,298)           94,200
                                                     ---------------------------------   ---------------------------------
  INCOME (LOSS) BEFORE INCOME TAXES                           42,296           10,115          (366,495)          389,184

                                                     ---------------------------------   ---------------------------------
Provision for Income Taxes                                         -                -                  -            1,600
                                                     ---------------------------------   ---------------------------------
  NET INCOME/(LOSS)                                        $  42,296        $  10,115         $(366,495)        $ 390,784
                                                          ==========       ==========         ==========       ==========
  Net (Loss) Per Share - Discontinued
    Operations                                             $    0.00        $   0.00         $   (0.02)       $   (0.03)
                                                          ==========       ==========         ==========       ==========
  Net Income/(Loss) Per Share - Basic
    and Diluted                                             $   0.01         $   0.00         $   (0.10)        $    0.11
                                                          ==========       ==========         ==========       ==========
  Weighted Average Number of Common
    Shares - Basic and Diluted                             3,664,390        3,487,390          3,664,390        3,487,390
                                                          ==========       ==========         ==========       ==========

 The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

                                       3
<PAGE>

                 KINGS ROAD ENTERTAINMENT, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>

                                                                                   FOR THE NINE MONTHS
                                                                                      ENDED JANUARY 31,
                                                                                   2002                2001
                                                                             --------------------------------------
                                                                                                     (Restated)
<S>                                                                          <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net (Loss)/Income                                                             $ (366,495)          $  390,784
     Adjustments to reconcile Net (Loss)/Income to Net Cash
     Provided by Operating Activities:
          Depreciation and Amortization                                                  1,072             281,528
          Development Cost Write-down                                                  118,617                   -
          Impairment of Goodwill                                                        67,965                   -
          Gain from Cancellation of Indebtedness                                             -           (126,313)
     Changes in Assets and Liabilities:
          Decrease/(Increase) in Accounts Receivable                                   140,536           (206,537)
          Decrease/(Increase) in Inventory                                              34,071           (215,890)
          Decrease/(Increase) in Prepaid Expenses                                       99,673           (184,871)
          Increase in Other Assets                                                           -            (41,440)
          (Decrease)/Increase in Accounts Payable                                     (27,669)              71,810
          (Decrease)/Increase in Accrued Expenses                                      (8,495)               6,827
          Increase in Deferred Revenue                                                  32,900               8,030
                                                                             --------------------------------------

     NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES
                                                                                        92,175            (16,072)

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchases of Other Investments                                                          -            (10,000)
     Additions to Film Development Costs                                              (21,604)                   -
     Theater Production Costs                                                                -            (37,385)
     Disposal of Fixed Assets                                                                -               6,514
                                                                             --------------------------------------
     NET CASH USED IN INVESTING ACTIVITIES                                            (21,604)            (40,871)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Issuance of Note                                                                        -              39,000
     Repayment of Note                                                                (40,155)            (20,000)
                                                                             --------------------------------------
     NET CASH PROVIDED BY FINANCING ACTIVITIES                                        (40,155)              19,000
                                                                             --------------------------------------
NET INCREASE/(DECREASE) IN CASH                                                         30,416            (37,943)

CASH AT BEGINNING OF PERIOD                                                             54,620              85,159
                                                                             --------------------------------------
CASH AT END OF PERIOD                                                               $   85,036          $   47,216
                                                                                   ===========         ===========


 The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>

                                       4
<PAGE>
                 KINGS ROAD ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE A - BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial statements. Accordingly, they do not include all of the information
and disclosures required for annual financial statements. These financial
statements should be read in conjunction with the financial statements and
related footnotes for the year ended April 30, 2001 included in the Kings Road
Entertainment, Inc. ("Company" or "Registrant") annual report on Form 10-KSB for
that period.

In the opinion of the Company's management, all adjustments (consisting of
normal recurring accruals) necessary to present fairly the Company's financial
position at January 31, 2002 and the results of its operations and cash flows
for the nine month periods ended January 31, 2002 and 2001 have been included.

The results of operations for the three and nine month periods ended January 31,
2002 are not necessarily indicative of the results to be expected for the full
fiscal year ended April 30, 2002. For further information, refer to the
financial statements and footnotes thereto included in the Company's annual
report on Form 10-KSB for the year ended April 30, 2001.

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 periods.
Actual results could differ from those estimates.

Certain amounts for the three and nine month periods ended January 31, 2001 have
been reclassified to conform to the presentation of the January 31, 2002
amounts. The reclassifications have no effect on reported net income.

The Company's financial statements have been prepared assuming the Company will
continue as a going concern. As described in Item 2 - Liquidity and Capital
Resources, the Company does currently have sufficient capital resources to fund
its operations for more than approximately 6 months. If the Company does not
raise additional capital, increase its revenues or sell certain of its assets,
the Company will, in all likelihood, be forced to significantly reduce its
operations or liquidate.

NOTE B - FILM COSTS

Film costs consist of film projects actively in development at January 31, 2002.

NOTE C - NOTES PAYABLE

In connection with the acquisition of Animal Town, Inc. ("Animal Town") on
August 31, 2000, the Company issued a note to the seller of the common stock of
Animal Town in the principal amount of $39,000, bearing interest at 7% per annum
with an initial maturity date of November 30, 2000. The outstanding balance of
the note at January 31, 2002 was $20,908 consisting of principal of $19,000 plus
accrued and unpaid interest of $1,908. As of January 31, 2002, the Company was
in default of the note. See Note E - Litigation and Contingencies.

                                       5
<PAGE>
                 KINGS ROAD ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE D - INCOME TAXES

A reconciliation of the provision for income taxes to the expected income tax
expense at the statutory federal tax rate of 34% is as follows:

<TABLE>
<CAPTION>

                                                                    Nine Months             Nine Months Ended
                                                                       Ended
                                                                   Jan. 31, 2002              Jan. 31, 2001
                                                                   -------------              -------------
           <S>                                                     <C>                        <C>
           Computed Expected Tax at Statutory Rate                    $(124,608)                 $ 132,867
           State and Local Taxes                                              -                      1,600
           Valuation Allowance                                          124,608                   (132,867)
                                                                   -------------              -------------
                                                                      $    -                     $   1,600
                                                                   =============              =============
</TABLE>

For federal income tax purposes, the Company has available net operating loss
carryforwards to offset current and future income tax liabilities.

NOTE E - LITIGATION AND CONTINGENCIES

On April 30, 2001, Kelrom Agency, Inc. filed suit against the Company and KRTR,
Inc. seeking payment of $5,968 related to theater advertising for the play "End
of the World Party." The Company does not believe it has any liability in
connection with such advertising and intends to defend itself vigorously.

On August 15, 2001, Sensory Lighting and Sound, Inc. filed suit against the
Company and KRTR, Inc. seeking payment of $14,080 for lighting equipment rental
in connection with the play "End of the World Party." The Company does not
believe it has any liability in connection with such equipment rental and
intends to defend itself vigorously.

On October 10, 2001, Kenneth Kolsbunn filed suit against the Company in Superior
Court of California, County of Sonoma for collection of the note described in
Note C - Notes Payable. A default judgment was entered against the Company on
February 26, 2002 in the amount of $24,281.36. On April 9, 2002, the Company
entered into a settlement agreement with Mr. Kolsbunn resolving all claims
between the parties. Under the terms of the settlement, the Company is required
to pay Mr. Kolsbunn $10,000, $5,000 of which was paid on April 18, 2002. The
balance is payable upon Mr. Kolsbunn satisfying various conditions of the
settlement agreement.

The Company has been advised of a lawsuit filed against the Company by the
Theatrical and Television Motion Picture Special Payments Fund seeking the
payment of residuals under a collective bargaining agreement with the American
Federation of Musicians. The Company has not yet been served and, therefore,
does not have sufficient information regarding the specifics of such claim(s).
The Company believes it has previously satisfied all of its obligations with
respect to the American Federation Musicians collective bargaining agreement and
intends to vigorously defend itself. The Company cannot yet assess the potential
impact of such claim(s) on its results of operations.

                                       6
<PAGE>

                 KINGS ROAD ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE E - LITIGATION AND CONTINGENCIES (CONTINUED)

In the ordinary course of business, the Company has or may become involved in
disputes or litigation. On the basis of information available to it, management
believes such contingencies will not have a materially adverse effect on the
Company's financial position or results of operations.

NOTE F - DISCONTINUED OPERATIONS

During the three months ended October 31, 2001, the Company elected to cease all
operations pertaining to its Animal Town subsidiary. Subsequent to its purchase
by the Company, Animal Town's operations proved to be unprofitable and the
Company was unable to determine a reasonable scenario under which Animal Town
could become a profitable entity. Therefore, as of January 31, 2002, Animal
Town's operations have been classified as discontinued and have been segregated
from the Company's viable operations. At the date of discontinuance, Animal Town
had assets totaling $34,584 and liabilities of $57,329.

The following is a summary of the loss from discontinued operations resulting
from the elimination of the operations of Animal Town. The financial statements
have been retroactively stated to reflect this event. No tax benefit has been
attributed to the discontinued operations.

<TABLE>
<CAPTION>

                                                               THREE MONTHS                         NINE MONTHS
                                                              ENDED JAN. 31,                       ENDED JAN. 31,
                                                          2002             2001               2002             2001
                                                    ---------------------------------   ---------------------------------
<S>                                                 <C>                     <C>         <C>                    <C>
REVENUES
   Catalog Sales                                            $ 22,350        $ 394,010          $  81,642        $ 486,760
                                                     ---------------------------------   --------------------------------
                                                              22,350          394,010             81,642          486,760

COSTS AND EXPENSES
  Costs Related to Revenue                                     9,686          300,890             49,223          425,608
  General & Administrative Expenses                           12,515           81,354            103,717          155,352
                                                     --------------------------------    ---------------- ---------------
                                                              22,201          382,244            152,940          580,960
                                                     --------------------------------    ---------------- ---------------
  NET LOSS FROM DISCONTINUED
  OPERATIONS                                                 $   149        $  11,766       $   (71,298)       $ (94,200)
                                                           =========        =========          =========        =========

</TABLE>

                                       7
<PAGE>
                 KINGS ROAD ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE G - CORRECTION OF ERROR

Subsequent to the original issuance of the January 31, 2002 consolidated
financial statements, the Company determined that revenue was not properly
recognized along with associated costs primarily related to residual
obligations. The Company also incorrectly accounted for the consolidation of a
subsidiary. Correction of these errors had the following effect on the
previously reported Assets, Liabilities and Net Loss as of and for the nine
months ended October 31, 2001 and has an equal understatement of the retained
deficit as of January 31, 2002.

<TABLE>
<CAPTION>

                                                         Originally                  As
                                                          Reported              Restated          Difference
                                                    -------------------    ------------------  -----------------
               <S>                                  <C>                     <C>                <C>
               Cash                                 $          84,874       $     85,036       $         143  (2)
               Accounts receivable                                  -             79,740              79,740  (1)
               Other assets                                         -                148                 148  (2)
               Advance to shareholder                               -             28,000              28,000  (2)
               Accounts payable                                90,430            137,067              45,312  (1)
                                                                                                       1,325  (2)
               Accrued expenses                                12,747            145,413             131,566  (1)
                                                                                                       1,100  (2)
               Related party payable                            7,843              7,220                 623  (2)
               Accumulated deficit                         25,042,705         25,063,479              10,971  (1)
                                                                                                       9,803  (2)
               Net loss                                      (206,278)          (366,495)            130,887  (1)
                                                                                                      58,833  (2)
                                                                                                     (29,503) (3)
               Loss per share                       $           (0.08)      $      (0.10)      $       (0.02) (4)
               --------------------
</TABLE>

               (1)  Relates to the proper recognition of revenue and related
                    receivables along with costs associated with related
                    residual obligations for the year ended April 30, 2001 and
                    the nine months ended January 31, 2002.

               (2)  Relates to the proper consolidation of the Company's
                    subsidiary, Kings Road Productions (Europe) GmbH.

               (3)  Erroneous reporting of gain on sale of marketable
                    securities.

               (4)  Loss per share increased by $0.02 per share.


                                       8
<PAGE>

Item 2   - Management's Discussion and Analysis of Financial Position and
           Results of Operations

Recent Developments

     Subsequent to the fiscal year ended April 30, 1995, the Company has not
produced any new films and has derived its film revenues almost exclusively from
the exploitation of films produced in prior years. The Company continues to fund
and develop motion picture projects, with the intention of either producing the
motion picture, establishing a partnership or joint venture with another film
production company to develop and/or produce the project or an outright sale of
the project.

     On August 31, 2000, the Company completed the acquisition of the common
stock of Animal Town, Inc. ("Animal Town"), a privately-held direct mail order
catalogue company that markets children's toys, games, crafts and books
specializing in cooperative play and development, animal protection and
environmental awareness. The Company acquired all of the outstanding common
stock of Animal Town in exchange for a combination of approximately $12,000 in
cash, a note payable in the amount of $39,000 to the seller of the common stock
and the issuance of 77,000 shares of the Company's common stock, the exact
number of shares determined based upon a debt-for-equity exchange offer made to
then existing Animal Town creditors that commenced on September 29, 2000 and was
concluded on January 29, 2001. Due to recurring operating losses since the
Company's acquisition of Animal Town and current market conditions, the Company
has discontinued the operations of Animal Town.

Results of Operations

The Three Months Ended January 31, 2002 vs. the Three Months Ended January 31,
2001

     For the quarter ended January 31, 2002, feature film revenues were $291,198
as compared to $296,248 for the quarter ended January 31, 2001. The decrease of
$5,050 results primarily from decreased royalties on the Company's feature film
library.

     Costs and expenses increased to $248,712 for the quarter ended January 31,
2002 as compared to $571,888 during the quarter ended January 31, 2001. This
decrease of $323,176 is due to the decrease in operations, specifically the
play.

     The Company's had a gain from discontinued operations for $149 during the
quarter ended January 31, 2002 as compared to $11,766 gain during the quarter
ended January 31, 2001. This increase results from the fact that the operations
of Animal Town were discontinued during the quarter ended October 31, 2001.

     The Company had net income of $42,296 for the quarter ended January 31,
2002 as compared to net income of $10,115 for the quarter ended January 31,
2001. During the quarters ended January 31, 2002 and 2001, the Company had no
provision for income taxes.


                                       9
<PAGE>
The Nine Months Ended January 31, 2002 vs. the Nine Months Ended January 31,
2001

     For the nine months ended January 31, 2002, feature film revenues were
$520,741 as compared to $1,267,442 for the nine months ended January 31, 2001.
The decrease of increase of $659,125 principally related to (i) the sale of the
Company's rights to "Ticker", a feature film project that had been developed by
the Company during the nine months ended January 31, 2001 and (ii) decreased
domestic and foreign distribution revenues from feature films in the Company's
film library during the nine months ended January 31, 2002.

     Costs related to revenue were $0 for the nine months ended January 31, 2002
as compared to $266,191 during the nine months ended January 31, 2001 reflecting
the full amortization of costs associated with the Company film library. The
Company recorded a write-down in development costs of $118,617 that the Company
does not expect to recover. Selling expenses increased to $61,627 during the
nine months ended January 31, 2002 as compared to $35,585 during the nine months
ended January 31, 2001 reflecting the Company's efforts to offset the
significant decrease in the Company's revenues. General and administrative costs
decreased to $569,234 for the nine months ended January 31, 2002 from $1,089,379
for the nine months ended January 31, 2001. The decrease resulted principally
from general expenses from the play decreasing and the discontinued operations.

     Interest income decreased significantly to $38 for the nine months ended
January 31, 2002 versus $7,802 for the nine months ended January 31, 2001
reflecting a decrease in cash and cash equivalents held during the respective
periods.

     During the nine months ended January 31, 2002, the Company recorded an
expense of $67,965 related to the impairment of goodwill in connection with the
Company's acquisition of Animal Town. During the nine months ended January 31,
2001, the Company recorded a gain of $126,313 from the cancellation of certain
indebtedness relating to the Company's investment in Immediate Entertainment
Group ("Immediate").

     The Company's loss from discontinued operations, decreased to $71,298
during the nine months ended January 31, 2002 as compared to income of $94,200
during the nine months ended January 31, 2001. This decrease results primarily
from the significantly reduced operations of Animal Town during the nine months
ended January 31, 2002 as compared to the same period last year.

     The Company had a net loss of $366,495 for the nine months ended January
31, 2002 as compared to net income of $390,784 for the nine months ended January
31, 2001. The decrease in net income resulted primarily from (i) significantly
decreased revenues during the nine months ended January 31, 2002, as discussed
above, (ii) the expense of $67,965 related to the impairment of good will in
connection with the Company's acquisition of Animal Town and (iii) a gain from
the cancellation of certain indebtedness relating to the Immediate transaction
during the nine months ended January 31, 2001, for which there was no comparable
gain during the nine months ended January 31, 2002. During the nine months ended
January 31, 2002 and 2000, the Company had no significant provision for income
taxes.

                                       10
<PAGE>
Liquidity and Capital Resources

     The Company's principal source of working capital during the three and nine
month periods ended January 31, 2002 was motion picture royalty income. The
Company does not currently have sufficient capital to fund its operations,
including its commitment to "The Flying Aces" described below under Future
Commitments, for more than approximately 6 months. If the Company fails to raise
additional capital, increase revenues or sell certain of its assets, the Company
will, in all likelihood, be forced to significantly reduce its operations or
liquidate.

     For the nine months ended January 31, 2002, the Company's net cash flow
provided by operating activities was $92,175 compared to net cash out flow of
$16,072 for the comparable nine month prior year period. At January 31, 2002,
the Company had cash of $85,036 as compared to $47,216 at January 31, 2001.

Future Commitments

     The Company has committed to approximately $320,000 in future payments
related to a German language documentary series entitled "The Flying Aces." The
Company has paid $89,500 of its commitment through January 31, 2002. The Company
does not currently have sufficient capital to fund the balance of its
commitment.

Forward-Looking Statements

     The foregoing discussion, as well as the other sections of this Quarterly
Report on Form 10-QSB, contains forward-looking statements that reflect the
Company's current views with respect to future events and financial results.
Forward-looking statements usually include the verbs "anticipates," "believes,"
"estimates," "expects," "intends," "plans," "projects," "understands" and other
verbs suggesting uncertainty. The Company reminds shareholders that
forward-looking statements are merely predictions and therefore inherently
subject to uncertainties and other factors which could cause the actual results
to differ materially from the forward-looking statements. Potential factors that
could affect forward-looking statements include, among other things, the
Company's ability to identify, produce and complete film projects that are
successful in the marketplace, to arrange financing, distribution and promotion
for these projects on favorable terms in various markets and to attract and
retain qualified personnel.

Item 3 - Controls and Procedures

     In order to ensure that the information the Company must disclose in its
filings with the Securities and Exchange Commission is recorded, processed,
summarized and reported on a timely basis, the Company has formalized its
disclosure controls and procedures. The Company's principal executive officer
and principal financial officer have reviewed and evaluated the effectiveness of
the Company's disclosure controls and procedures, as defined in Exchange Act
Rules 13a-14(c) and 15d-14(c), as of a date within 90 days prior to the filing
date of this report (the "Evaluation Date"). Based on such evaluation, such
officers have concluded that, as of the Evaluation Date, the Company's
disclosure controls and procedures were effective in timely alerting them to
material information relating to the Company (and its consolidated subsidiaries)
required to be included in the Company's periodic SEC filings. Since the
Evaluation Date, there have not been any significant changes in the internal
controls of the Company, or in other factors that could significantly affect
these controls subsequent to the Evaluation Date.

                                       11
<PAGE>
PART II - OTHER INFORMATION

Item 1 - Legal Proceedings

     Kelrom Agency, Inc. v. Kings Road Entertainment Inc., et al.
     -------------------------------------------------------------

     On April 30, 2001, Kelrom Agency, Inc. filed suit against the Company and
KRTR, Inc. with the Civil Court of the City of New York. Case no. (or Index)
013294 CVN 2001, seeking payment of $5,968 related to theater advertising for
the play "End of the World Party." This suit was subsequently settled for the
amount of $ 2,500, released and discharged on November 13, 2002. On February 15,
2003, subsequent to the period covered by this report, a Stipulation of
Discontinuance was filed.

     Sensory Lighting and Sound, Inc. v. Kings Road Entertainment Inc., et al.
     -------------------------------------------------------------------------

     On August 15, 2001, Sensory Lighting and Sound, Inc. filed suit against the
Company and KRTR, Inc. with the Civil Court of the City of New York. case no.
026893 CVN 2001 seeking payment of $14,080 for lighting equipment rental in
connection with the play "End of the World Party." This suit was subsequently
settled for the amount of $ 7,500, released and discharged on December 6, 2002.
On December 16, 2002, subsequent to the period covered by this report, a
Stipulation of Discontinuance was filed.

     Kennetch Kolsbunn v. Kings Road Entertainment, Inc.
     ---------------------------------------------------

     On October 10, 2001, Kenneth Kolsbunn filed suit against the Company in
Superior Court of California, County of Sonoma; for collection of a note
payable. A default judgment was entered against the Company on February 26, 2002
to the amount of $24,281.36. On 9 April 2002, the Company entered into a
settlement agreement with Mr. Kolsbunn resolving all claims between the parties.
Under the terms of the settlement, the Company was required to pay Mr. Kolsbunn
$10,000, $5,000 of which was paid on April 18, 2002. The balance was
subsequently paid upon Mr. Kolsbunn satisfying various conditions of the
settlement agreement.

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

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<PAGE>
Item 6 - Exhibits and Reports on Form 8-K

     (a) Exhibits (numbered in accordance with Item 601 of Regulation S-B)

          3.1  Restated Certificate of Incorporation of Registrant. (1)

          3.2  Bylaws of Registrant. (2)

          10.1 1998 Stock Option Plan (1)

          21   Subsidiaries of Registrant (3)

          99.1** Section 302 certification by the Chief Executive Officer

          99.2** Section 302 certification by the Chief Financial Officer

          99.3** Section 906 certification
         --------------

          (1)  Incorporated by reference to Form 10-KSB for the fiscal year
               ended April 30, 1998.

          (2)  Incorporated by reference to Form 10-K for the fiscal year ended
               April 30, 1988.

          (3)  Incorporated by reference to Form 10-KSB for the fiscal year
               ended April 30, 2001

          **   Filed Herewith

     (b) Forms 8-K

     On March 29, 2002, the Company filed a Form 8-K reporting under Item 5
thereof that Michael Berresheim resigned as the Company's Chairman and Chief
Executive Officer. Geraldine Blecker replaced Mr. Berresheim as Chief Executive
Officer.

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<PAGE>

                                   SIGNATURES

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

                                                KINGS ROAD ENTERTAINMENT, INC.


Date:  August 14, 2003                          /S/ Geraldine Blecker
                                                -------------------------------
                                                By: Geraldine Blecker
                                                Its:  Chief Executive Officer


Date:  August 13, 2004                          /S/ H. Martin DeFrank
                                                -------------------------------
                                                By: H. Martin DeFrank
                                                Its:  Chief Financial Officer



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