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



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



For the Quarterly Period Ended October 31, 1998      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.)


                      1901 Avenue of the Stars, Suite 1545
                          Los Angeles, California 90067
                     (Address of principal executive office)


Issuer's telephone number:  (310) 552-0057


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 December 11, 1998 the registrant had 3,389,315  shares of its common stock
outstanding.


Transitional Small Business Disclosure Format:  YES ___    NO   X_
<PAGE>



PART I - FINANCIAL INFORMATION


Item 1 - Financial Statements


                         KINGS ROAD ENTERTAINMENT, INC.
                                  BALANCE SHEET
                                   (UNAUDITED)

                                                           AS OF
                                                       OCT. 31, 1998
                                                   --------------------
ASSETS
   Cash and Cash Equivalents                                 $2,456,168
   Accounts Receivable, net of allowance of $10,000             396,959
   Film Costs, net of amortization of $168,253,673              312,397
   Prepaid Expenses                                              57,399
   Fixed Assets                                                  14,927
   Other Assets                                                   2,500
                                                    -------------------
TOTAL ASSETS                                                 $3,240,350
                                                            ===========


LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES
   Accounts Payable                                            $127,209
   Accrued Expenses                                               8,160
   Deferred Revenue                                               8,400
                                                    -------------------
     TOTAL LIABILITIES                                          143,769

COMMITMENTS AND CONTINGENCIES                                         0

SHAREHOLDERS' EQUITY
   Common Stock, $.01 par value, 12,000,000 
   shares authorized, 1,911,748 shares issued 
    and outstanding at Oct. 31, 1998                             51,040
   Additional Paid-In Capital                                21,085,278
   Deficit                                                  (18,039,737)
                                                    -------------------
     TOTAL SHAREHOLDERS' EQUITY                               3,096,581
                                                    -------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                   $3,240,350
                                                    ===================


The accompanying notes are an integral part of this balance sheet.

                                       2
<PAGE>

                         KINGS ROAD ENTERTAINMENT, INC.
                            STATEMENTS OF OPERATIONS
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                            THREE MONTHS                     SIX MONTHS
                                                         ENDED OCTOBER 31,                 ENDED OCTOBER 31,
                                                       1998            1997            1998              1997
                                                    -----------     ----------       ----------     ------------
<S>                                                      <C>           <C>                <C>              <C>
REVENUES
     Feature Films                                    $72,247        $313,147          $222,164        $671,062
     Interest Income                                   34,452          34,214            66,699          94,520
                                                    ---------       ----------       ----------       ----------
                                                      106,699         347,361           288,863         765,582

COSTS AND EXPENSES
     Costs Related to Revenue                           1,500         265,990             8,857         302,497
     Selling Expenses                                  21,008          18,533            29,473          22,535
     General & Administrative Expenses                167,324         235,702           312,587         498,971
                                                    ---------       ----------       -----------      ----------
                                                      189,832         520,225           350,917         824,003
                                                    ---------       ----------       -----------      ----------
     LOSS BEFORE INCOME TAXES                         (83,133)      (172,864)           (62,054)        (58,421)

Provision for Income Taxes                                174             725           (18,940)            822
                                                    ---------       ----------       -----------      ----------
     NET LOSS                                        ($83,307)     ($173,589)          ($43,114)       ($59,243)
                                                    =========       =========         =========       =========


     Net Loss Per Share - Basic                        ($0.04)        ($0.09)            ($0.02)         ($0.03)
                                                    =========       =========         =========       =========


     Weighted Average Number of
     Common Shares - Basic                          1,911,748       1,884,141         1,911,748       1,839,776
                                                    =========       =========         =========       =========


     Net Loss Per Share - Diluted                      ($0.04)        ($0.09)            ($0.02)         ($0.03)
                                                    =========       =========         =========       =========

     Weighted Average Number of
     Common Shares and Common
     Share Equivalents - Diluted                    1,916,715       1,914,071         1,939,733       1,886,718
                                                    =========       =========         =========       =========

</TABLE>

The accompanying notes are an integral part of these statements.

                                       3
<PAGE>
                         KINGS ROAD ENTERTAINMENT, INC.
                       STATEMENTS OF SHAREHOLDERS' EQUITY
                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                 Common             Common           Additional          Retained             Total
                                  Stock              Stock             Paid-In           Earnings/        Shareholders'
                                 Shares             Amount             Capital           (Deficit)            Equity
                            ------------------ ------------------ ------------------ ------------------ -------------------
<S>                                <C>                 <C>                 <C>              <C>                <C>
Balance,
     April 30, 1997                 1,706,581            $45,716        $24,902,177      ($18,035,440)          $6,912,453
     Exercise of
        Stock Options                 205,167              5,324            139,797              -----             145,121
     Distribution to
        Shareholders                    -----              -----        (3,956,696)             -----           (3,956,696)
     Net Income                         -----              -----              -----             38,817              38,817
                            -----------------  -----------------  -----------------  -----------------   -----------------
Balance,
     April 30, 1998                 1,911,748             51,040         21,085,278       (17,996,623)           3,139,695
     Net Loss                           -----              -----              -----           (43,114)             (43,114)
                            -----------------  -----------------  -----------------  -----------------   -----------------
Balance,
     Oct. 31, 1998                  1,911,748            $51,040        $21,085,278      ($18,039,737)          $3,096,581
                                   ==========         ==========        ===========      =============          ==========

</TABLE>

The accompanying notes are an integral part of these statements.

                                       4
<PAGE>

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

<TABLE>
<CAPTION>

                                                                     SIX MONTHS
                                                                   ENDED OCT. 31,
                                                             1998                   1997
                                                    ------------------    -------------------
<S>
CASH FLOWS FROM OPERATING ACTIVITIES                           <C>                      <C>
     Net Loss                                                 ($43,114)              ($59,243)
     Adjustments to reconcile Net Loss to
     Net Cash Provided by Operating Activities:
          Depreciation and Amortization                         12,974                305,704
     Changes in Assets and Liabilities:
          Increase in Accounts Receivable                      (23,496)               (31,486)
          Increase in Prepaid Expenses                          (9,558)               (34,093)
          Decrease in Accounts Payable                        (105,958)               (93,631)
          Decrease in Accrued Expenses                          (6,840)                     0
          Decrease in Income Taxes Payable                           0                 (3,482)
          Decrease in Deferred Revenue                          (1,200)               (12,100)
                                                    ------------------    -------------------
     NET CASH AND CASH EQUIVALENTS (USED IN)/
     PROVIDED BY OPERATING ACTIVITIES                         (177,192)                71,669

CASH FLOWS FROM INVESTING ACTIVITIES:
     Sale of Marketable Securities                                   0              3,610,914
     (Purchase)/Disposal of Fixed Assets                        (4,560)                 4,359
     Gross Additions to Film Costs                             (20,580)               (97,737)
                                                    ------------------    -------------------
     NET CASH AND CASH EQUIVALENTS (USED IN)/
     PROVIDED BY INVESTING ACTIVITIES                          (25,140)             3,517,536

CASH FLOWS FROM FINANCING ACTIVITIES:
     Exercise of Stock Options                                       0                145,121
     Distribution to Shareholders                                    0             (3,956,696)
                                                    ------------------    -------------------
     NET CASH AND CASH EQUIVALENTS
     USED IN FINANCING ACTIVITIES                                    0             (3,811,575)
                                                    ------------------    -------------------
NET DECREASE IN CASH AND CASH
EQUIVALENTS                                                   (202,332)              (222,370)

CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD                                          2,658,500                248,204
                                                    ------------------    -------------------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD                                               $2,456,168                $25,834
                                                    ==================    ===================

</TABLE>

The accompanying notes are an integral part of these statements.

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


NOTE A - BASIS OF PRESENTATION

The accompanying unaudited 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, 1998, 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 as of October 31, 1998 and the results of operations and cash flows for
the  three and six  month  periods  ended  October  31,  1998 and 1997 have been
included.

The results of operations  for the three and six month periods ended October 31,
1998 are not  necessarily  indicative of the results to be expected for the full
fiscal year.  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, 1998.

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.

The Company has adopted  Statement  of  Financial  Accounting  Standard No. 128,
Earnings  Per Share  ("SFAS No.  128"),  which became  effective  for  financial
statements issued for periods ending after December 15, 1997. In accordance with
SFAS No. 128, prior year earnings per share ("EPS")  amounts have been restated.
SFAS No. 128 was issued to simplify the standards for calculating EPS previously
set forth in Accounting  Principles  Board No. 15, Earnings Per Share.  SFAS No.
128 replaces the  presentation of primary EPS with basic EPS. The new rules also
require dual presentation of basic and diluted EPS on the face of the statements
of operations.

In  April  1998,  the  Company  effected  a  1-for-3  reverse  stock  split  for
shareholders  of record on April 17,  1998.  All share and per share data in the
financial statements reflect the reverse stock split for all periods presented.

NOTE B - FILM COSTS

Film costs consist of:
                                                 As Of
                                             Oct. 31, 1998
                                             -------------

  Released Films, less amortization             $202,660
  Films in Production                                  0
  Films in Development                           109,737
                                                --------
                                                $312,397
                                                ========

                                       6
<PAGE>

                         KINGS ROAD ENTERTAINMENT, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)

NOTE C - LITIGATION AND CONTINGENCIES

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  impact on the
Company's financial position or results of operations.

NOTE D - STOCK OPTIONS

The  Company's  1998 Stock Option Plan ("1998  Plan")  provides for the grant of
options to purchase  up to 400,000  shares of the  Company's  common  stock.  At
October 31, 1998 Options to purchase up to 100,667 shares were outstanding under
the 1998  Plan at an  exercise  price of $1.22  per  share.  Of the  outstanding
options,  66,667 were held by the  Company's  then Chief  Executive  Officer and
34,000 were held by another  officer of the  Company.  On  November 6, 1998,  in
connection  with a November 6, 1998 Stock  Acquisition  Agreement  ("Acquisition
Agreement"),  all of the outstanding  options under the 1998 Plan were canceled.
For such cancellation, the option holders received, in the aggregate, the sum of
$113,754,  representing  the difference  between  $2.35,  the per share purchase
price under the Acquisition Agreement, and the exercise price of $1.22 times the
number of  outstanding  options.  (See  "Item 2 -  Management's  Discussion  and
Analysis  of   Financial   Condition   and  Results  of   Operations   -  Recent
Developments")

The Company has elected to follow  Accounting  Principles  Board Opinion No. 25,
Accounting for Stock Issued to Employees ("APB 25"), and related interpretations
in accounting for its employee stock options because the alternative  fair value
accounting method provided for under Statement of Financial Accounting Standards
No. 123, Accounting for Stock-Based Compensation,  requires the use of valuation
models that were not developed for use in valuing employee stock options.  Under
APB 25,  because the exercise  price of the  Company's  employee  stock  options
equals  the  market  price of the  underlying  stock on the  date of  grant,  no
compensation expense is recognized.

Pro forma information regarding net income and earnings per share under the fair
value  accounting  method for the three and six month  periods ended October 31,
1998 and 1997 has not been presented as the amounts are immaterial.

NOTE E - 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:

                                            Six Months Ended    Six Months Ended
                                             Oct. 31, 1998        Oct. 31, 1997
                                             -------------         -------------

 Computed Expected Tax at Statutory Rate          ($21,098)         ($19,863)
 Benefit of Prior Years Amended Returns            (19,286)                0
 Foreign Taxes                                         346               822
 Valuation Allowance                                21,098            19,863
                                                    ------            ------
                                                  ($18,940)             $822
                                                  ========            ======

                                       7
<PAGE>
                         KINGS ROAD ENTERTAINMENT, INC.
                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)


NOTE E - INCOME TAXES (CONTINUED)

The Company  filed  amended  federal and state tax returns for the fiscal  years
ended April 30, 1997 and 1996 that resulted in a reduction in income tax expense
of $19,286 recorded during the six month period ended October 31, 1998.

For  federal  income tax  purposes,  the Company has  available  investment  tax
credits of  approximately  $2,166,000  after being reduced by 35% as a result of
the Tax Reform Act of 1986  (expiring  between 2000 and 2002) and net  operating
loss carryforwards of approximately $16,626,000 (expiring between 2001 and 2007)
to offset future income tax liabilities.

Deferred tax assets result from temporary  differences between financial and tax
accounting in the recognition of revenue and expenses. Temporary differences and
carryforwards which give rise to deferred tax assets are as follows:

                                                    As Of
                                                Oct. 31, 1998
                                                -------------
  Deferred Revenue                                     $4,000
  Film Cost Amortization                               18,000
  Net Operating Loss Carryforwards                  6,650,000
  Investment Tax Credit Carryforwards               2,166,000
  Foreign Tax Credit Carryforwards                    400,000
                                                    ---------
                                                    9,238,000
  Valuation Allowance                              (9,238,000)
                                                    ---------
                                                           $0
                                                    =========

A valuation allowance of $9,238,000 has been recorded to offset the net deferred
tax assets due to the uncertainty of realizing the benefits of the tax assets in
the future.

                                       8
<PAGE>

Item 2   - Management's Discussion and Analysis of Financial Condition 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  revenues  almost  exclusively  from the
exploitation  of films produced prior to April 30, 1995.  Following the death on
October 4, 1996 of Mr. Stephen Friedman, the Company's founder and then Chairman
of the Board of Directors and Chief Executive Officer,  the Company has explored
various business options,  including, among other things, the liquidation of the
Company,  the sale of the Company as a going  concern to an outside  party,  the
sale of  substantially  all of the assets of the Company to an outside party and
the issuance of shares of common stock to an outside party which would provide a
new source of financing for the Company.  The Company had discussions  with over
twenty outside parties which expressed  varying degrees of interest in acquiring
all or part of the Company or in supplying  additional  capital in return for an
equity interest in the Company.

         On November 6, 1998, pursuant to the Acquisition Agreement, FAB Capital
Corporation ("FAB"),  MBO Music Verlag GmbH ("MBO"),  Western Union Leasing Ltd.
("Western") and RAS Securities Corp.  (collectively,  the "Acquirors") purchased
962,360  shares  of the  Company's  common  stock  (approximately  50.3%  of the
Company's  then  outstanding  common stock) from the Estate of Stephen  Friedman
("Estate") and Christopher  Trunkey, the Chief Financial Officer of the Company,
for a  purchase  price of $2.35 per share or  $2,261,546  in the  aggregate.  In
addition,  Music  Action  Ltd.  ("MAC")  has  agreed  that it  will,  as soon as
practicable  but in any event  within 120 days after  November 6, 1998,  make or
cause to be made an offer to each of the Company's  shareholders  other than the
Acquirors,  the Estate and Mr. Trunkey, for the purchase of up to ninety percent
(90%) of such  shareholder's  shares at a price of $2.35  per  share  ("Purchase
Offer").  MAC has also agreed that, in the event the Purchase  Offer is not made
within  ninety days after  November 6, 1998,  it will  deposit  $1,800,000  into
escrow to be  applied  toward  the  Purchase  Offer.  FAB has agreed to make the
$1,800,000 deposit into escrow in the event MAC does not do so.

         Effective  November  9, 1998,  the Company  acquired  20% of the common
stock of Immediate  Entertainment  Group, Inc.  ("Immediate")  from FAB, MBO and
Western for a price of $2.50 per share paid by a combination  of the issuance of
1,477,567 new shares of the Company's  common stock and  $2,510,803 in cash. The
Company  also  entered into a  non-binding  letter of intent,  pursuant to which
Immediate will merge into a newly formed, wholly owned subsidiary of the Company
in  a  proposed  tax-free  transaction.  The  merger  is  conditioned  upon  the
negotiation and execution of definitive final agreements and the satisfaction of
any legal  requirements  including  the consent of  shareholders,  if  required.
Immediate's  principal business is the production,  acquisition and distribution
of audio and video CD's as well as CD-ROM by engaging  artists and  producers to
create recordings or acquiring previously completed recordings.

                                       9
<PAGE>
Results of Operations

The Three Months Ended October 31, 1998 vs. the Three Months Ended 
October 31, 1997

         For the quarter  ended  October 31, 1998  feature  film  revenues  were
approximately  $72,000 as compared  to  approximately  $313,000  for the quarter
ended  October 31, 1997.  The  substantial  decrease in feature film revenues of
approximately  77%  results  primarily  from the fact that the  Company  has not
produced  any new films since the fiscal year ended April 30,  1995.  Until such
time as the Company  either  produces new films or develops and implements a new
overall  strategic plan, the Company expects that its feature film revenues will
continue to decline.

         Costs  related to  revenue as a  percentage  of feature  film  revenues
decreased  to  approximately  2% for the  quarter  ended  October  31, 1998 from
approximately  85% for the quarter ended October 31, 1997. This decrease results
from the fact  that a  significant  portion  of the  costs  associated  with the
Company's films have previously been amortized.  All of Me, Lovin' Molly and The
Redemption,  for example, generated significant revenues during the quarter with
little or no  amortization  of costs  associated  with those  revenues.  Selling
expenses increased to approximately $21,000 during the quarter ended October 31,
1998 versus approximately $19,000 during the same quarter last year.

         General and  administrative  costs  decreased by  approximately  29% to
approximately  $167,000  during  the  quarter  ended  October  31,  1998  versus
approximately  $236,000 during the same period last year. This decrease  results
primarily  from a  substantial  decrease  of  approximately  $109,000  in  legal
expenditures  due to the  resolution  in December 1997 and April 1998 of certain
litigation  involving  the  Company  partially  offset  by  increased  staff and
executive salary expenses.

         The  Company  had a net loss of  approximately  $83,000 for the quarter
ended  October 31,  1998 versus  approximately  $174,000  for the quarter  ended
October  31,  1997  reflecting  lower  costs  related to revenue and general and
administrative costs.

The Six Months Ended October 31, 1998 vs. the Six Months Ended October 31, 1997

         For the six months ended  October 31, 1998 feature film  revenues  were
approximately  $222,000 as compared to approximately $671,000 for the six months
ended  October 31, 1997.  The  substantial  decrease in feature film revenues of
approximately  67%  results  primarily  from the fact that the  Company  has not
produced  any new films since the fiscal year ended April 30,  1995.  Until such
time as the Company  either  produces new films or develops and implements a new
overall  strategic plan, the Company expects that its feature film revenues will
continue to decline.  Interest income decreased to approximately $67,000 for the
six months ended October 31, 1998 from approximately $95,000 during the same six
month period last year,  reflecting the decrease in marketable  securities  held
during the six month period ended October 31, 1998.
  
                                       10
<PAGE>
         Costs  related to  revenue as a  percentage  of feature  film  revenues
decreased to  approximately  4% for the six months  ended  October 31, 1998 from
approximately  45% for the six months  ended  October 31,  1997.  This  decrease
results from the fact that a significant  portion of the costs  associated  with
the Company's films have previously been amortized.  Selling expenses  increased
to  approximately  $29,000  during the six months ended  October 31, 1998 versus
approximately $23,000 during the same six month period last year.

         General and  administrative  costs  decreased by  approximately  37% to
approximately  $313,000  during the six months  ended  October  31,  1998 versus
approximately $499,000 during the same six month period last year. This decrease
results primarily from a substantial decrease of approximately $212,000 in legal
expenditures  due to the  resolution  in December 1997 and April 1998 of certain
litigation  involving the Company which was partially offset by increased public
company expenditures and executive salary expenses.

         The Company had a net loss of approximately  $43,000 for the six months
ended  October  31,  1998 versus  approximately  $59,000  for the quarter  ended
October  31,  1997  reflecting  lower  costs  related to revenue and general and
administrative costs.

Liquidity and Capital Resources

         The production of motion  pictures  requires  substantial  capital.  In
producing a motion picture, the Company may expend substantial sums for both the
production  and  distribution  of a  picture,  before  that film  generates  any
revenues.  In many instances the Company may obtain  advances or guarantees from
its distributors  but these advances and guarantees  generally may defray only a
portion of a film's cost.  The  Company's  principal  source of working  capital
during the six months  ended  October  31,  1998 was  motion  picture  licensing
income.  Except for the financing of film production costs,  management believes
that  its  existing  cash  resources  will be  sufficient  to fund  its  ongoing
operations.

         For the six months ended October 31, 1998,  the Company's net cash flow
used in its  operating  activities  was  approximately  $177,000,  a decrease of
approximately  $249,000 as compared  to  approximately  $72,000 of net cash flow
provided by operating  activities  during the six months ended October 31, 1997.
This decrease is due primarily to the substantial  decrease of approximately 67%
in feature film  revenues  during the six month period ended October 31, 1998 as
compared to the same  period in 1997.  During the six months  ended  October 31,
1997, the Company used cash flow,  primarily generated by the sale of marketable
securities,  to  make a  cash  distribution  to  shareholders  of  approximately
$3,957,000 on June 27, 1997. As of October 31, 1998, the Company had cash,  cash
equivalents and marketable securities of approximately $2,456,000 as compared to
approximately $2,382,000 as of October 31, 1997.

                                       11
<PAGE>
Future Commitments

         The Company has no material commitments for capital  expenditures.  The
Company  will  evaluate the  adequacy of and need for capital  resources  once a
final strategic plan has been developed. (See "Recent Developments").

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. In addition, the Company is currently seeking merger
and acquisition  proposals for the Company and its plans,  strategies and future
results are subject to the outcome of any such proposals.

                                       12
<PAGE>

PART II - OTHER INFORMATION


Item 5 - Other Information

         On November 6, 1998, a change in control of the Company  occurred which
resulted from the purchase of 962,360 shares of Company's  common stock from the
Estate of Stephen Friedman and Christopher  Trunkey, the Chief Financial Officer
of the  Company by FAB Capital  Corp.,  MBO Music  Verlag  GmbH,  Western  Union
Leasing Ltd. and RAS  Securities  Corp.  pursuant to the  Acquisition  Agreement
dated  November 6, 1998.  Under the  Acquisition  Agreement,  the then  existing
members of the Company's board of directors  resigned and elected in their place
Phillip Cook and James  Leaderer.  In addition,  Kenneth Aguado  resigned as the
Company's Chief Executive  Officer and Phillip Cook was appointed  President and
James Leaderer was appointed  Senior Vice  President.  The Company also reported
that it had acquired 20% of the common stock of Immediate  Entertainment  Group,
Inc. for a combination  of cash and newly issued shares of the Company's  common
stock.

Item 6 - Exhibits and Reports on Form 8-K

(a)  Exhibits

         10(a)    Stock Acquisition  Agreement,  dated November 6, 1998, between
                  the Estate of Stephen  Friedman,  RAS  Securities  Corp.,  FAB
                  Capital Corporation, Christopher Trunkey and the Company. (1)

         10(b)    Stock Purchase Agreement, dated November 9, 1998, between 
                  Western Union Leasing Ltd., FAB Capital Corporation, MBO Music
                  Verlag GmbH, Immediate Entertainment Group, Inc. and the
                  Company. (1)

         27       Financial Data Schedule.
        ---------------
        (1) Incorporated by  reference  to the  exhibit  of the same  number in
            the Schedule 13D relating to the Company's securities dated November
            13, 1998 filed by FAB Capital  Corp.,  RAS Securities  Corp.,  MBO
            Music Verlag GmbH,  Western Union Leasing Ltd.,  Christoph  Martin
            and Michael Berresheim.

(b)  Forms 8-K

         On November 20, 1998, the Company filed a Form 8-K reporting under Item
         1 thereof a change in control of the Company as  described  in Item 5 -
         Other Information above.

                                       13
<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.



Date:  December 11, 1998                    KINGS ROAD ENTERTAINMENT, INC.


                                            By: /s/Christopher M. Trunkey
                                                --------------------------
                                                  Christopher M. Trunkey,
                                                  Chief Financial Officer