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.
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 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.
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 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.
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  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.
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 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.
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