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



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



For the Quarterly Period Ended October 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 October 31, 2003, the Registrant had 3,864,390 shares of its common stock
outstanding.


Transitional Small Business Disclosure Format:  YES       NO   X
                                                    ----     ----
<PAGE>

                         KINGS ROAD ENTERTAINMENT, INC.
                             Report on Form 10-QSB/A
                     For the Quarter Ended October 31, 2002
<TABLE>
<CAPTION>
                                      INDEX
<S>                  <C>                                                                                 <C>
                                                                                                        Page
                                                                                                        ----
Part I.  Financial Information

         Item 1.      Financial Statements (unaudited)..................................................   3

                      Consolidated Balance Sheets ......................................................   3
                      Consolidated Statements of Operations ............................................   4
                      Consolidated Statements of Cash Flows.............................................   5
                      Notes to the Consolidated Financial Statements ...................................   6

         Item 2.      Management's Discussion and Analysis or Plan of Operation ........................   9

         Item 3.      Controls and Procedures ..........................................................  11

Part II. Other Information

         Item 1.      Legal Proceedings ................................................................  12

         Item 2.      Changes in Securities ............................................................  13

         Item 3.      Defaults Upon Senior Securities ..................................................  13

         Item 4.      Submission of Matters to a Vote of Security Holders ..............................  13

         Item 5.      Other Information ................................................................  13

         Item 6.      Exhibits and Reports on Form 8-K .................................................  15
</TABLE>
                                       2
<PAGE>

PART I - FINANCIAL INFORMATION

Item 1 - Financial Statements.

                 KINGS ROAD ENTERTAINMENT, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                        OCTOBER, 31, 2002           APRIL 30, 2002
                                                                                        -----------------           --------------
                                                                                        (Restated)
                                                                                        (Unaudited)
<S>                                                                                     <C>                        <C>

 CURRENT ASSETS
        Cash                                                                            $        63,400            $        27,925
        Accounts receivable                                                                     179,697                    103,847
                                                                                        ---------------            ---------------
           Total Current Assets                                                                 243,097                    131,772
                                                                                        ---------------            ---------------
        FIXED ASSETS, NET                                                                           342                        684
                                                                                        ---------------            ---------------

        OTHER ASSETS

        Film development costs, net                                                              41,805                     41,805
        Advance from shareholder, net                                                            20,780                     20,780
                                                                                        ---------------            ---------------
          Total Other Assets                                                                     62,585                     62,585
                                                                                        ---------------            ---------------
     TOTAL ASSETS                                                                       $       306,024            $       195,041
                                                                                        ===============            ===============

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

     CURRENT LIABILITIES
        Accounts payable                                                                 $       82,127            $        98,781
        Accrued expenses                                                                        187,933                    193,333
        Deferred revenue                                                                         96,667                     35,200
        Liabilities from discontinued operations                                                 15,000                     42,239
                                                                                        ---------------            ---------------
        Total Current Liabilities                                                               381,727                    369,553
                                                                                        ---------------            ---------------
          TOTAL LIABILITIES                                                                     381,727                    369,553
                                                                                        ---------------            ---------------

     COMMITMENTS AND CONTINGENCIES

     STOCKHOLDERS' EQUITY (DEFICIT)
        Common stock, $.01 par value, 12,000,000 shares authorized,
           3,864,390 and 3,664,390 shares issued and outstanding, respectively                   38,644                     36,644
        Additional paid-in capital                                                           24,932,655                 24,906,655
        Accumulated deficit                                                                 (25,047,002)               (25,117,811)
                                                                                        ---------------            ---------------
          TOTAL STOCKHOLDERS' EQUITY (DEFICIT)                                                  (75,703)                  (174,512)
                                                                                        ---------------            ---------------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                               $       306,024            $       195,041
                                                                                        ===============            ===============
</TABLE>


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

                                       3
<PAGE>


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

<TABLE>
<CAPTION>

                                                 For the Three Months Ended            For the Six Months Ended
                                                         October 31,                           October 31,
                                              -------------------------------       -------------------------------
                                                   2002              2001               2002               2001
                                              -------------     -------------       -------------     -------------
                                              (Restated)                            (Restated)
<S>                                           <C>               <C>                 <C>               <C>
REVENUES
  Feature films                               $      99,703     $      61,962        $    208,594     $     224,654
                                              -------------     -------------       -------------     -------------
     Total Revenues                                  99,703            61,962             208,594           224,654
                                              -------------     -------------       -------------     -------------
COSTS AND EXPENSES
  Selling expenses                                        -            5,500                    -            11,034
  General and administrative expenses               138,873          172,627              270,909           489,732
                                              -------------     -------------       -------------     -------------
     Total Costs and Expenses                       138,873          178,127              270,909           500,766
                                              -------------     -------------       -------------     -------------
  OPERATING LOSS                                    (39,170)        (116,165)             (62,315)         (276,112)
                                              -------------     -------------       -------------     -------------
OTHER INCOME (EXPENSE)
  Other income (expense)                                 31                -                   (9)            2,484
  Interest expense                                        -             (339)                   -              (678)
  Interest income                                        90                -                   90                38
  Gain on sale of assets                                  -                -              100,000                 -
  Gain on sale of subsidiary                         33,043                -               33,043                 -
                                              -------------     -------------       -------------     -------------
  Total Other Income                                 33,164             (339)             133,124             1,844
                                              -------------     -------------       -------------     -------------


  INCOME (LOSS) BEFORE DISCONTINUED
  OPERATIONS AND INCOME TAXES                        (6,006)         (116,504)             70,809          (274,268)

LOSS FROM DISCONTINUED OPERATIONS                         -           (23,416)                  -           (71,447)
                                              -------------     -------------       -------------     -------------


NET INCOME (LOSS)                             $      (6,006)    $    (139,920)      $      70,809     $    (345,715)
                                              =============     =============       =============     =============


BASIC AND FULLY DILUTED INCOME
(LOSS) PER SHARE

  Income (loss) before discontinued operations $      (0.00)     $      (0.04)      $        0.02     $       (0.09)

  Loss from discontinued operations                    0.00              0.00                0.00              0.00
                                              -------------     -------------       -------------     -------------
Net income (loss) per share - basic
and diluted                                   $       (0.00)    $       (0.04)      $        0.02     $       (0.09)
                                              =============     =============       =============     =============
 Weighted average number of common
  shares - basic and diluted                      3,864,390         3,664,390           3,840,477         3,664,390
                                              =============     =============       =============     =============
</TABLE>


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

                                       4
<PAGE>


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

<TABLE>
<CAPTION>
                                                                                   For the Six Months Ended
                                                                                           October 31,
                                                                                --------------------------------
                                                                                    2002                2001
                                                                                -------------      -------------
<S>                                                                             <C>                <C>

     Net Income (Loss)                                                          $      70,809      $    (345,715)
     Adjustments to reconcile Net Income (Loss) to Net Cash
     Provided by (Used in) Operating Activities:
          Depreciation and amortization                                                   342                715
          Impairment of goodwill                                                            -             67,965
          Common stock issued for services                                             28,000                  -
          Gain on sale of assets                                                     (100,000)                 -
          Gain on sale of subsidiary                                                  (33,043)                 -
     Changes in Assets and Liabilities:
          (Increase) decrease in accounts receivable                                  (75,850)           118,677
          Decrease (increase) in inventory                                                  -             34,071
          Decrease (increase) in prepaid expenses                                           -             74,652
          Increase (decrease) in accounts payable                                     (58,893)            (4,882)
          Increase (decrease) in accrued expenses                                      42,643             87,644
          Increase (decrease) in deferred revenue                                      61,467                  -
                                                                                -------------      -------------
     NET CASH PROVIDED BY (USED IN) OPERATING
     ACTIVITIES                                                                       (64,525)            33,127
                                                                                -------------      -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
      Proceeds from sale of assets                                                    100,000                  -
     Gross additions to film development costs                                              -            (20,606)
                                                                                -------------      -------------
     NET CASH PROVIDED BY (USED IN) INVESTING
     ACTIVITIES                                                                       100,000            (20,606)
                                                                                -------------      -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     NET CASH PROVIDED BY FINANCING ACTIVITIES                                              -                  -
                                                                                -------------      -------------
NET INCREASE IN CASH                                                                   35,475             12,521

CASH AT BEGINNING OF PERIOD                                                            27,925             54,620
                                                                                -------------      -------------
CASH AT END OF PERIOD                                                           $      63,400      $      67,141
                                                                                =============      =============
SUPPLEMENTAL SCHEDULE OF CASH FLOW ACTIVITIES:

CASH PAID FOR:
   Interest                                                                     $           -      $           -
   Income taxes                                                                 $           -      $           -

SCHEDULE OF NON-CASH FINANCING ACTIVITIES:
   Common stock issued for services                                             $      28,000      $           -


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

                                       5
<PAGE>


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

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America 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, 2002 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 October 31, 2002 and the results of its operations and cash flows
for the six month periods ended October 31, 2002 and 2001, respectively have
been included.

The results of operations for the six month period ended October 31, 2002 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, 2002.

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America 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.

NOTE 2 - DISCONTINUED OPERATIONS

In August 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 October 31, 2001, 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 $12,770 and
liabilities of $57,329.

                                       6
<PAGE>


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

NOTE 2 - DISCONTINUED OPERATIONS (CONTINUED)

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

<TABLE>

                                                               THREE MONTHS                          SIX MONTHS
                                                              ENDED OCT. 31,                       ENDED OCT. 31,
                                                          2002              2001               2002              2001
                                                     --------------    --------------     --------------    --------------
<S>                                                  <C>               <C>                <C>               <C>

REVENUES
   Catalog Sales                                     $            -    $       22,349     $            -    $       59,292
                                                     --------------    --------------     --------------    --------------
                                                                  -            22,349                  -            59,292

COSTS AND EXPENSES
  Costs Related to Revenue                                        -             9,685                  -            39,537
  General & Administrative Expenses                               -            36,080                  -            91,202
                                                     --------------    --------------     --------------    --------------
                                                                  -            45,765                  -           130,739
                                                     --------------    --------------     --------------    --------------
                                                                  -                                    -

  NET LOSS FROM DISCONTINUED
  OPERATIONS                                         $            -    $      (23,416)    $            -   $       (71,447)
                                                     ==============    ==============     ==============   ===============

</TABLE>

NOTE 3 - GOING CONCERN

The Company's consolidated financial statements are prepared using accounting
principles generally accepted in the United States of America applicable to a
going concern which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. However at October 31, 2002, the
Company has a deficit in working capital of $144,745, has an accumulated deficit
of $25,053,117, stockholders' deficit of $81,817 and has sustained recent losses
from operations. These conditions raise substantial doubt about the Company's
ability to continue as a going concern. It is the intent of the Company to
generate cash flows by increasing project development for future and has
discontinued certain operations that produce a negative cash flow. In addition,
the Company anticipates it will raise funds through equity based investment
instruments to provide funding for the development of projects and fund
operating costs.

NOTE 4 - SIGNIFICANT EVENTS

On May 22, 2002, the Company issued 200,000 shares of common stock at $0.14 per
share for a total of $28,000 for services rendered by officers of the Company.

On May 1, 2002, the Company sold all of the rights to four of its films for
$100,000. The entire amount is recorded as a gain on sale of assets due to the
fact that all of the capitalized costs for the four films were fully amortized.

On August 15, 2002, the Company sold its interest in the Company's subsidiary
Animal Town. The Company recognized a gain of $33,043 on the sale.

                                       7
<PAGE>

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

NOTE 4 - SIGNIFICANT EVENTS (CONTINUED)

On September 1, 2002, the Company entered into a new co-publishing agreement to
assign 50% of the rights to the Company's musical compositions. The agreement is
for a five-year period of time. The Company received a $100,000 non-refundable
advance against, and recoupable from, all composition net receipts. The $100,000
will be recognized as revenue over the term of the agreement.

NOTE 5 - SUBSEQUENT EVENTS

On April 17, 2003, the Company received a formal request by a Shareholders
Action Committee for the Board to investigate a series of Related Party
Transactions, which occurred during the period of November 1998 through April
2001. The Company received an additional letter dated November 10, 2003 from the
Chairman of the Shareholders Action Committee inquiring as to the status of the
investigation. The Board has appointed independent counsel to investigate these
transactions and report to the Board, the Shareholders Action Commttee and the
Shareholders.

On July 31, 2003, Rigel USA, Inc. filed a complaint in the Superior Court of
California, County of Los Angeles, California against Kings Road Entertainment
and others, including a former officer and director. The complaint alleges
breach of contract regarding the option agreement between Rigel Entertainment,
Inc. and the Company regarding "The Kickboxer" series of television movies. The
complaint sought compensation in an unspecified amount.

On or about June 3, 2004, the Company entered into a Settlement Agreement with
Rigel providing for the settlement of the matter and other possible claims of
the parties. Pursuant to the terms of the Settlement Agreement, Rigel and the
Company have each agreed to release the other from any and all claims arising
out of the lawsuit. Additionally, as part of the settlement the Company and
Rigel executed an Option and License Agreement, whereby in considration of
$10,000 paid by Rigel to the Company, the Company granted Rigel two exclusive
options to use the word "Kickboxer" in the title of up to two live-action
feature length motion pctures. The first option period shall commence on August
1, 2004 and end on October 31, 2006, and shall be exercised by commencement of
prinipal photography and the payment of $90,000 to the Company. The option for
the second motion picture shall commence on November 1, 2005 and end on July 31,
2006, and shall be exercised by the commencement of principal photography and
the payment of $75,000 to the Company. If either or both motion pictures are
produced, the Company shall also be entitled to 10% of the net proceeds.

In April 2004, the Company became aware that between April 2003 and December
2003, certain funds intended for the Company and others related to screenplay
royalties totaling $103,517 had been diverted by a former officer and director
of the Company and an associate, both of whom have denied that the funds were
taken without the Company's knowledge. The Company has requested immediate
return of the funds and has been notified that the funds will be returned during
July 2004. The individuals have also denied malfeasance and in addition to
returning the funds, have expressed the intention to undertake other actions to
resolve the situation. Respective legal counsel representing the Company and the
individuals are negotiating a full resolution to this matter. Repayment of the
funds and resolution to related matters has not yet been reached. The
consolidiated financial statements have been restated to reflect the additional
revenue, receivable and payable associated with this matter for the periods
presented. See Note 6 for further discussion.

NOTE 6 - RESTATEMENT

The accompanying consolidated financial statements have been restated to correct
an error in the previously issued financial statements.  The change was made to
properly reflect the ending balance of accounts receivable and accounts payable
as of October 31, 2002, and revenues for the year then ended.

As originally issued, the October 31, 2002 considated financial statements did
not include the impact of the diverted funds discussed in Note 4 above related
to screenplay royalites. Accordingly, the consolidated financial statements of
and for the period ended October 31, 2002 were understated with repect to
receivables, accounts payable, and revenues. As a result, receivables increased
by $13,364, accounts payable increased by $7,250 and revenues increased by
$6,114 with no change in the net loss per share.

                                       8

<PAGE>

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

Cautionary Forward - Looking Statement
--------------------------------------

         The following discussion should be read in conjunction with the
Company's financial statements and related notes.

         Certain matters discussed herein may contain forward-looking statements
that are subject to risks and uncertainties. Such risks and uncertainties
include, but are not limited to, the following:

         - the volatile and competitive nature of the film industry,
         - the uncertainties surrounding the rapidly evolving markets in
           which the Company competes,
         - the uncertainties surrounding technological change of the
           industry, - the Company's dependence on its intellectual
           property rights, - the success of marketing efforts by third
           parties, - the changing demands of customers and - the
           arrangements with present and future customers and third
           parties.

         Should one or more of these risks or uncertainties materialize or
should any of the underlying assumptions prove incorrect, actual results of
current and future operations may vary materially from those anticipated.

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.

                                       9

<PAGE>

Results of Operations
---------------------

The Three Months Ended October 31, 2002 (as restated) vs. the Three Months
Ended October 31, 2001

         For the quarter ended October 31, 2002, feature film revenues were
$99,703 as compared to $61,962 for the quarter ended October 31, 2001. The
increase of $37,741 results primarily from higher overall royalties on the
Company's feature film library.

         Costs and expenses decreased to $138,873 for the quarter ended October
31, 2002 as compared to $178,627 during the quarter ended October 31, 2001. This
decrease of $39,754 results primarily from decreased professional fees.

         During the quarter ended October 31, 2002, the Company recorded a gain
of $33,043 from the sale of its interest in Animal Town.

         The Company's loss from discontinued operations, principally Animal
Town, decreased to $-0- during the quarter ended October 31, 2002 as compared to
$23,416 during the quarter ended October 31, 2001. This decrease results from
the sale of Animal Town in August of 2002.

         The Company had a net loss of $6,006 for the quarter ended October 31,
2002 compared to a net loss of $139,920 for the quarter ended October 31, 2001.
This decrease in net loss resulted primarily from the reduced expenses and the
increased revenues. During the quarters ended October 31, 2002 and 2001, the
Company had no provision for income taxes.

The Six Months Ended October 31, 2002 (as restated) vs. the Six Months Ended
October 31, 2001

         For the six months ended October 31, 2002, feature film revenues were
$208,594 as compared to $224,654 for the six months ended October 31, 2001. The
decrease of $16,060 was the result of decreased domestic and foreign
distribution revenues from feature films in the Company's film library.

         Selling expenses decreased to $-0- during the six months ended October
31, 2002 as compared to $11,034 during the six months ended October 31,
2001 reflecting the significant decrease in the Company's revenues. General and
administrative costs increased to $270,909 for the six months ended October 31,
2002 from $489,732 for the six months ended October 31, 2001. The increase
resulted principally from decreased professional fees.

         During the six months ended October 31, 2002, the Company recorded a
Gain of $100,000 from the sale of part of its library and $33,043 from the sale
of its Subsidiary, Animal Townn.

         The Company's loss from discontinued operations, decreased to $-0-
during the six months ended October 31, 2002 as compared to $71,447 during the
quarter ended October 31, 2001. This decrease results primarily from the sale of
Animal Town.

         The Company had a net income of $70,809 for the six months ended
October 31, 2002 as compared to a net loss of $345,715 for the six months ended
October 31, 2001. The decrease in net income resulted primarily from
significantly decreased professional expenses and the gains described above, for
which there was no comparable gain during the six months ended October 31, 2001.
During the six months ended October 31, 2001 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
six month periods ended October 31, 2002 was motion picture royalty income. The
Company continues to invest in the development of motion picture projects, the
production of which would require significant capital. In the event that the
Company decides to invest in the production of one or more of its projects, the
Company will need to examine and evaluate the additional capital required to
undertake such activities. The Company presently does not have sufficient
capital to pursue such activities. Except for the financing of new film
production costs, the Company believes it has sufficient working capital to
maintain all of its business activities.

         For the six months ended October 31, 2002, the Company's net cash flow
used by operating activities was $64,525 compared to net cash flow of $33,127
for the comparable six month prior year period. At October 31, 2002, the Company
had cash of $63,400 as compared to $67,141 at October 31, 2001.

Future Commitments
------------------

         The Company does not have any material future commitments.

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.

         (a) Evaluation of disclosure controls and procedures. Our principal
executive officer and principal financial officer have evaluated the
effectiveness of our disclosure controls and procedures (as defined in Rules
13a-14(c) and 15d-14(c) under the Exchange Act), as of a date within 90 days of
the filing date of this Quarterly Report on Form 10-QSB. Based on such
evaluation, they have concluded that as of such date, our disclosure controls
and procedures are effective and designed to ensure that information required to
be disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in applicable SEC rules and forms.

                                       11
<PAGE>

    (b) Changes in internal controls. There were no significant changes in
our internal controls or in other factors that could significantly affect these
controls subsequent to the date of evaluation by our principal executive officer
and principal financial officer.

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. in the Civil Court of the City of New York, case number 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." Subsequent to the period
covered by this report, this suit was settled for the amount of $ 7,500,
released and discharged on December 6, 2002. On December 16, 2002 a Stipulation
of Discontinuance was filed.

Theatrical and Television Motion Picture Special Payments Fund v. Kings Road
----------------------------------------------------------------------------
Entertainment, Inc.
-------------------
         During the year ended April 30, 2002, the Company was 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 (AFM).
On March 25, 2002, a settlement offer was made to the Company by AFM's legal
counsel for a one-time payment of $ 250,000. The Company made several counter
offers, which were rejected. On December 20, 2002, the Company negotiated a
final settlement of this claim for cash payments totaling $50,000 and future
royalty payments up to an aggregate of a further $50,000 due when and if
additional film income is generated. The suit was consequently settled and the
court order was accordingly dismissed on December 30, 2002.

Demand for Investigation by Shareholders Action Committee
---------------------------------------------------------

         On April 17, 2003, subsequent to the period covered by this report, the
Company received a formal request by a Shareholders Action Committee for the
Board to investigate a series of Related Party Transactions, which occurred
during the period of November 1998 through April 2001. The Board has appointed
independent Counsel to investigate these transactions and report to the Board,
the Shareholders Action Committee and the Shareholders.

                                       12
<PAGE>

Rigel USA Inc. vs. Kings Road Entertainment, Inc.
-------------------------------------------------

        On July 31, 2003, subsequent to the date of this report, Rigel USA Inc.,
a California corporation, filed suit in the Superior Court of California, County
of Los Angeles, case number BC300041, in which the plaintiff alleged causes of
action against the Company, Micky Berresheim, and Ken Aguado for breach of
contract, promissory estoppel, breach of implied in law contract, breach of
implied in fact contract, declaratory relief and unfair competition. The
plaintiff was seeking declaratory relief in excess of $5,000,000. On or about
June 3, 2004, the Company entered into a Settlement Agreement with Rigel
providing for the settlement of the matter and other possible claims of the
parties. Pursuant to the terms of the Settlement Agreement Rigel and the Company
have each agreed to release the other from any and all claims arising out of the
lawsuit. Additionally, as part of the Settlement the Company and Rigel executed
an Option and License Agreement, whereby in consideration of $10,000 paid by
Rigel to the Company, the Company granted Rigel two exclusive options to use the
word "Kickboxer" in the title of up to two live-action feature length motion
pictures. The first option period shall commence on August 1, 2004 and end on
October 31, 2005, and shall be exercised by commencement of principal
photography and the payment of $90,000 to the Company. The option for the second
motion picture shall commence on November 1, 2005 and end on July 31, 2006, and
shall be exercised by the commencement of principal photography and the payment
of $75,000 to the Company. Either or both motion pictures are produced, the
Company shall also be entitled to 10% of net proceeds.


Second Demand Letter from the Shareholders Action Committee
-----------------------------------------------------------

         Subsequent to the period covered by this report, the Company received a
letter dated November 10, 2003 from the Chairman of the Kings Road Shareholders
Action Committee inquiring as to the status of the Independent Counsel's
investigation into a series of transactions that occurred during the period of
November 1998 through April 2001. The Board has recently appointed new
independent Counsel to investigate these transactions and report to the Board,
the Shareholders Action Committee and the Shareholders.

Claim Against Michael Berresheim, Eric Ottens, et al.
----------------------------------------------------

        Subsequent to the period covered by this report, on or about April 1,
2004, the Company discovered that checks in an aggregate amount of $103,517,
from Paramount Pictures Group ("Paramount") payable to Regal Productions c/o
Kings Road Entertainment (belonging to the Company and Regal Productions) as
part of its joint venture on the film "Fastbreak", were diverted,
misappropriated and deposited into accounts of Kings Road Entertainment, Inc.,
(Florida Corporation P03000042628) and Kings Road to Fame, Inc. (Florida
Corporation P03000043121) dba Regal Productions, corporations controlled by
Messrs. Michael Berresheim and Eric Ottens.

        The Company's investigation has revealed that four checks sent by
Paramount between April 1, 2003 and December 20, 2003, payable to Regal
Productions c/o Kings Road Entertainment, were mailed to 5743 NW 66th Avenue,
Parkland, Florida 33067, the previous address of the Company. Rather than
contacting and forwarding these check to the Company the checks were deposited
into accounts of Kings Road Entertainment, Inc. (Florida Corporation
P03000042628) and Kings Road to Fame, Inc. (Florida Corporation P03000043121)
dba Regal Productions, corporations controlled by Messrs. Berresheim and Ottens.

                                       13

<PAGE>

        The Company has learned that on April 11, 2003, Messrs. Berresheim and
Ottens filed electronic Articles of Incorporation with the Secretary of State of
Florida, to form Kings Road Entertainment, Inc. (Florida Corporation
P03000042628) which Articles were processed on April 16, 2003. According to the
Florida Secretary of State records, Mr. Berresheim was and is the President and
a Director, and Mr. Ottens was and is the Secretary and a Director, of Kings
Road Entertainment, Inc. (Florida Corporation P03000042628).

        On April 11, 2003, Messrs. Berresheim and Ottens also filed electronic
Articles of Incorporation with the Secretary of State of Florida, to form Kings
Road to Fame, Inc. (Florida Corporation P03000043121), which Articles were
processed on April 17, 2003. According to the Florida Secretary of State
records, Mr. Berresheim was and is the President and a Director, and Mr. Ottens
was and is the Secretary and a Director, of Kings Road to Fame, Inc. (Florida
Corporation P03000043121).

        On April 17, 2003, Kings Road to Fame, Inc. (Florida Corporation
P03000043121) filed an application for registration of the use of the fictitious
name "Kings Road Entertainment" and "Regal Productions."

        Between April 18, 2003 and December 20, 2003, without the knowledge or
authorization of the Company, the 4 checks totaling $103,517, belonging to the
Company and Regal Productions were diverted and deposited into accounts of Kings
Road Entertainment, Inc., (Florida Corporation P03000042628) and Kings Road to
Fame, Inc. (Florida Corporation P03000043121) dba Regal Productions.

        On June 8, 2004, the Company made a demand upon Kings Road
Entertainment, Inc., (Florida Corporation P03000042628) Kings Road to Fame, Inc.
(Florida Corporation P03000043121) dba Regal Productions, and Messrs. Berresheim
and Ottens, to pay the Company the sum of $103,517 plus interest and attorneys
fees. The Company is currently in negotiations with counsel for Mr. Berresheim
et al with regard to the repayment and settlement of this matter. If settlement
cannot be reached according to terms acceptable to the Company, the Company
intends to proceed as necessary to recover the amounts due. As of the date of
this report no settlement has been reached.

        The Company is not aware of any 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.

Item 2. Changes in Securities.

         None.

Item 3. Defaults Upon Senior Securities.

         None.

Item 4. Submission of Matters to a Vote of Security Holders.

         No matter was submitted to a vote of our shareholders during the
quarter ended October 31, 2003.

Item 5. Other Information.

Settlement Agreement with David Dube
------------------------------------

         On August 15, 2002, the Company entered into a Settlement agreement
with David Dube whereby the Company will pay Dube $2,951.20 in full satisfaction
of any and all claims.

                                       14
<PAGE>

Peak Partners 1 Assignment and Assumption Agreement
---------------------------------------------------

         On August 16, 2002, the Company entered into that certain Assignment
and Assumption Agreement which authorized the settlement of a claim with Peak
Partners 1, a Florida general partnership, by authorizing the conveyance of all
of its right, title and interest in its subsidiary Animal Town and its related
Animal Town trademarks, to Peak Partners 1 for one-dollar consideration.

Appointment of New Director and President
-----------------------------------------

         On October 7, 2002, the Company authorized the appointment of Michael
Berresheim to the Board of Directors and to replace H. Martin DeFrank as
President of the Corporation effective as at January 1, 2003. The Company
additionally recognized the resignation of Geraldine Blecker as the managing
director of the Company's European subsidiary, Kings Road Productions, Gmbh and
sought to sell 80% of its equity in Kings Road Productions, Gmbh. Lastly, the
Company sought to immediately liquidate or dissolve its subsidiary Kings Road to
Fame, a Delaware corporation.

Subsequent Events

Revocation of October 7, 2002 Appointments
------------------------------------------

         On November 10, 2002, subsequent to the period covered by this report,
and due to unforeseen circumstances, the Company was forced to revoke the above
decisions in their entirety.

Appointment of New Independent Counsel
--------------------------------------

         On November 14, 2003, subsequent to the period covered by this report,
the Company has appointed new Independent Counsel to complete the investigation
as requested by the Shareholders Action Committee into a series of Related Party
Transactions, which occurred during the period of November 1998 through April
2001.

Change of Company's Registered Offices
--------------------------------------

         On November 15, 2003, subsequent to the period covered by this report,
the address of the Company's registered office was officially changed from
Parkland, FL to 447 B Doheny Drive, Beverly Hills, CA 90210.

                                       15
<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**   Certification of Chief Executive Officer Pursuant to
         18 U.S.C. Section 1350
99.2**   Certification of Chief Financial Officer Pursuant to
         18 U.S.C. Section 1350
99.3**   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-KSB 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

         There were no reports on Form 8-K filed during the period covered by
this report.

         Subsequent to the period covered by this report the Company filed a
report on Form 8-K on October 21, 2003.

                                       16
<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:    July 15, 2004                            /s/ Geraldine Blecker
                                                  ______________________________
                                                  By: Geraldine Blecker
                                                  Its:  Chief Executive Officer





Date:    July 15, 2004                            /s/ H. Martin DeFrank
                                                  ______________________________
                                                  By: H. Martin DeFrank
                                                  Its:  Chief Financial Officer

                                       17