KINGS ROAD ENTERTAINMENT, INC.
                             A Delaware corporation
                  CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
                            Section 302 Certification

I, H. Martin DeFrank, certify that:

1.   I have reviewed this quarterly report on Form 10-QSB/A-1 of Kings Road
     Entertainment, Inc., a Delaware corporation (the "registrant");

2.   Based on my knowledge, this annual report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this report;

3.   Based on my knowledge, the financial statements, and other information
     included in this annual report, fairly present in all material respects the
     financial condition, results of operations and cash flows of the small
     business issuer as of, and for, the periods presented in this annual
     report;

4.   The small business issuer's other certifying officer(s) and I are
     responsible for establishing and maintaining disclosure controls and
     procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
     internal control over financial reporting (as defined in Exchange Act Rules
     13a-15(f) and 15d-15(f)) for the small business issuer and have:

          a) Designed such disclosure controls and procedures, or caused such
     disclosure controls and procedures to be designed under our supervision, to
     ensure that material information relating to the small business issuer,
     including its consolidated subsidiaries, is made known to us by others
     within those entities, particularly during the period in which this annual
     report is being prepared;

          b) Designed such internal control over financial reporting, or caused
     such internal control over financial reporting to be designed under our
     supervision, to provide reasonable assurance regarding the reliabilitiy of
     financial reporting and the preparation of financial statements for
     external purposes in accordance with generally accepted accounting
     principals;

          c) Evaluated the effectiveness of the small business issuer's
     disclosure controls and procedures and presented in this report our
     conclusions about the effectiveness of the disclosure controls and
     procedures, as of the end of the period covered by this report based on
     such evaluation; and

          d) Disclosed in this report any change in the small business issuer's
     internal control over financial reporting that occurred during the small
     business issuer's most recent fiscal quarter (the small business issuer's
     fourth fiscal quarter in the case of an annual report) that has materially
     affected, or is reasonably likely to materially affect, the small business
     issuer's internal control over financial reporting; and

5.   The small business issuer's other certifying officer(s) and I have
     disclosed, based on our most recent evaluation of internal control over
     financial reporting, to the small business issuer's auditors and the audit
     committee of small business issuer's board of directors (or persons
     performing the equivalent functions):

          a) All significant deficiencies and material weaknesses in the design
     or operation of internal control over financial reporting which are
     reasonably likely to adversely affect the small business issuer's ability
     to record, process, summarize and report financial information; and

          b) Any fraud, whether or not material, that involves management or
     other employees who have a significant role in the small business issuer's
     internal control over financial reporting.



Dated: October 31, 2005                    /s/ H. Martin DeFrank
                                           _________________________________
                                           By:   H. Martin DeFrank
                                           Its:  Chief Financial Officer