**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**







**FORM 10-QSB/A**




**(Amendment
      No. 2)**









x
            **QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
                ACT
                OF 1934****For
                the quarter ended July 31,
                2004**


**-OR-**





o
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
                ACT
                OF 1934****For
                the transition period
                from:                         to**




**Commission
      File Number 0-14234**








**KINGS
      ROAD ENTERTAINMENT, INC.**


(Exact
      Name of Registrant as Specified in Its Charter)




**DELAWARE**
            
            **95-3587522**(State
                or other jurisdiction of
            
            (I.R.S.
                Employer Identification No.)incorporation
                or organization)**68
                N. Camden Drive**
              **Beverly
                Hills, California**
            
            **90210**(Address
                of principal executive offices)
            
            (Zip
                Code)




**310-278-9975**


(Registrant’s
      telephone number, including area code)








(Former
      name, former address or former fiscal year, if changed since last
      report)





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 þ No o





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
      one): Large accelerated filer o Accelerated filer o Non-accelerated filer þ





Indicate
      by check mark whether the registrant is a shell company (as defined in
      Rule 12b-2 of the Exchange).   o Yes þ No




The
      number of shares outstanding of each of the Registrant’s classes of common
      stock, as of July 31, 2004 was 3,864,390 shares, all of one class of $0.001
      par
      value Common Stock. As of April 2nd, 2008 the number of shares outstanding
      of
      each of the Registrant’s classes of common stock was 10,756,493.










**KINGS
      ROAD ENTERTAINMENT, INC.**


**FORM
      10-QSB/A - 2**


**Quarter
      Ended July 31, 2004**





**TABLE
      OF CONTENTS**


**FINANCIAL
                  INFORMATION**
              **PAGE**Item
                  1.
              Consolidated
                  Financial StatementsCondensed
                  Consolidated Balance Sheets as of July 31, 2004 and April 30,
                  2004
              F-2Condensed
                  Consolidated Statements of Operations and Comprehensive Income
                  (Loss) for
                  the Three Months Ended July 31, 2004 and 2003
              F-3Condensed
                  Consolidated Statements of Cash Flows for the Three Months Ended
                  July 31,
                  2004 and 2003
              F-4Notes
                  to the Condensed Consolidated Financial Statements as of July 31,
                  2004
              F-5
                  - F-10Item
                  2.
              Managements
                  Discussion and Analysis or Plan of Operation
              13Item
                  3.
              Controls
                  and Procedures
              14**PART
                  II—OTHER INFORMATION**Item
                  1.
              Legal
                  Proceedings
              15Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              18Item
                  3.
              Defaults
                  Upon Senior Securities
              19Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              19Item
                  5.
              Other
                  Information
              19Item
                  6.
              Exhibits
                  and Reports on Form 8-K
              19**SIGNATURES**
              **19**











**PART
      1: FINANCIAL INFORMATION**





**KINGS
      ROAD ENTERTAINMENT INC**





**INDEX
      TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS**


**(UNAUDITED)**




**Page**Condensed
                  Consolidated Balance Sheets as of July 31, 2004 andApril
                  30, 2004
              
              F-2Condensed
                  Consolidated Statements of Operations And ComprehensiveIncome
                  (Loss) for the three months ended July 31, 2004 and 2003
              
              F-3Condensed
                  Consolidated Statements of Cash Flows for the three
                  monthsended
                  July 31, 2004 and 2003
              
              F-4Notes
                  to Condensed Consolidated Financial Statements as of July 31,
                  2004
              
              F-5
                  to F-10





F
          -1


**KINGS
      ROAD ENTERTAINMENT INC**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**


**AS
      OF JULY 31, 2004 AND APRIL 30, 2004**


**(Currency
      expressed in United States Dollars (“US$”), except for number of
      shares)**





July 31, 2004
            
            April 30, 2004(unaudited)
            
            (audited)**ASSETS****Current
                assets:**Cash
                and cash equivalents
            
            $
            49,528
            
            $
            21,915Restricted
                cash
            
            
            60,000
            
            
            60,000Accounts
                receivable, trade
            
            
            116,560
            
            
            166,906Amounts
                due from related parties
            
            
            0
            
            
            0Prepayments
                and other current assets
            
            
            0
            
            
            0Total
                current assets
            
            
            226,088
            
            
            248,821FIXED
                ASSETS, NET
            
            
            0
            
            
            0OTHER
                ASSETSFilm
                development costs, net
            
            
            69,437
            
            
            69,437Total
                Other Assets
            
            
            69,437
            
            
            69,437**TOTAL
                ASSETS**
            
            $
            295,525
            
            $
            318,258**LIABILITIES
                AND STOCKHOLDERS’ EQUITY**Current
                liabilities:Accounts
                payable
            
            $
            246,810
            
            $
            165,170Accrued
                expenses
            
            
            270,328
            
            
            247,043Deferred
                revenue
            
            
            62,327
            
            
            67,327Line
                of credit
            
            
            60,000
            
            
            60,000Liabilities
                from discontinued operations
            
            
            4,000
            
            
            4,000Total
                current liabilities
            
            
            643,465
            
            
            543,540Stockholders’
                equity:Common
                stock; 12,000,000 shares authorized at $0.01 par value; 3,864,390
                shares
                issued and outstanding at April 30, 2004 and at July 31, 2004
                respectively.
            
            
            38,644
            
            
            38,644Additional
                paid-in capital
            
            
            24,932,655
            
            
            24,932,655Accumulated
                deficit
            
            
            (25,196,581
            )
            
            (25,196,581
            )Net
                Profit (Loss) for Period
            
            
            (122,658
            )
            
            0Total
                stockholders’ equity (deficit)
            
            
            (347,940
            )
            
            (225,282
            )**TOTAL
                LIABILITIES AND STOCKHOLDERS’ EQUITY**
            
            $
            295,525
            
            $
            318,258





See
      accompanying notes to condensed consolidated financial statements.





F
          -2


**KINGS
      ROAD ENTERTAINMENT INC**


**CONDENSED
      CONSOLIDATED STATEMENTS OF OPERATIONS**


**AND
      COMPREHENSIVE INCOME (LOSS)**


**FOR
      THE THREE MONTHS ENDED JULY 31, 2004 AND 2003**


**(Currency
      expressed in United States Dollars (“US$”), except for number of
      shares)**


**(Unaudited)**





Three months ended July
                31,2004
            
            2003**REVENUES**Feature
                films**,**
            
            $
            66,194
            
            $
            135,934**TOTAL
                REVENUE**
            
            
            66,194
            
            
            135,934**OPERATING
                EXPENSES:**Depreciation
            
            
            0
            
            
            0General
                and administrative
            
            
            188,869
            
            
            106,264Total
                operating expenses
            
            
            188,869
            
            
            106,264**INCOME
                (LOSS) FROM OPERATIONS**
            
            
            (122,675
            )
            
            29,670**OTHER
                INCOME (EXPENSE):**Other
                income
            
            
            0
            
            
            (1,316
            )Interest
                income
            
            
            17
            
            
            152Interest
                expense
            
            
            0
            
            
            0Total
                Other Income (Expense)
            
            
            17
            
            
            (1,164
            )**INCOME
                (LOSS) BEFORE INCOME TAXES**
            
            
            0
            
            
            28,506**PROVISION
                FOR INCOME TAXES**
            
            
            0
            
            
            0**NET
                INCOME (LOSS)**
            
            $
            (122,658
            )
            $
            28,506Net
                income (loss) per share – Basic
            
            $
            (0.03
            )
            $
            0.01Net
                income (loss) per share – Diluted
            
            $
            (0.03
            )
            $
            0.01Basic
                weighted average number of shares outstanding during the
                period
            
            
            3,864,390
            
            
            3,816,564Diluted
                weighted average number of shares outstanding during the
                period
            
            
            3,864,390
            
            
            3,816,564





See
      accompanying notes to consolidated financial statements.





F
          -3




**KINGS
      ROAD ENTERTAINMENT INC**


**CONDENSED
      CONSOLIDATED STATEMENTS OF CASH FLOWS**


**FOR
      THE THREE MONTHS ENDED JULY 31, 2004 AND 2003**


**(Currency
      expressed in United States Dollars (“US$”))**


**(Unaudited)**





Three
                  months ended July 31,2004
              
              2003**CASH
                  FLOWS FROM OPERATING ACTIVITIES:**Income
                  (loss) from continuing operations
              
              $
              (122,658
              )
              $
              28,506Adjustments
                  to reconcile income (loss) from continuing operations to net cash
                  (used
                  in) provided by operating activities:Depreciation
                  and amortization
              
              
              0
              
              
              0Change
                  in operating assets and liabilities:Accounts
                  receivable, trade
              
              
              50,346
              
              
              34,363Prepayments
                  and other current assets
              
              
              0
              
              
              0Accounts
                  payables
              
              
              81,640
              
              
              3,038Accrued
                  expenses
              
              
              23,285
              
              
              6,161Income
                  tax payable
              
              
              0
              
              
              0Deferred
                  revenue
              
              
              (5,000
              )
              
              (5,000
              )Net
                  cash (used in) provided by operating activities
              
              
              27,613
              
              
              67,068**CASH
                  FLOWS FROM INVESTING ACTIVITIES:**Gross
                  additions to film development costs
              
              
              0
              
              
              (11,300
              )Net
                  cash used in investing activities
              
              
              0
              
              
              (11,300
              )**NET
                  CHANGE IN CASH AND CASH EQUIVALENTS**
              
              
              27,613
              
              
              55,768**CASH
                  AND CASH EQUIVALENTS, BEGINNING OF PERIOD**
              
              
              21,915
              
              
              50,679**CASH
                  AND CASH EQUIVALENTS, END OF PERIOD**
              
              $
              49,528
              
              $
              106,447




See
      accompanying notes to condensed consolidated financial statements.




F
          -4




**KINGS
      ROAD ENTERTAINMENT, INC.**


**Notes
      to Condensed Consolidated Financial Statements**


**As
      of July 31, 2004**








**NOTE
      1 – NATURE OF OPERATIONS**





Kings
      Road Entertainment, Inc, and its two wholly-owned subsidiaries (the "Company"
      or
      "Registrant"), have been engaged primarily in the development, financing and
      production of motion pictures for subsequent distribution in theaters, to pay,
      network and syndicated television, on home video, and in other ancillary media
      in the United States (the "domestic market") and all other countries and
      territories of the world (the "international market"). Kings Road Entertainment,
      Inc., incorporated in Delaware in 1980, began active operations in January
      1983
      and released its first motion picture in 1984. There have been 17 additional
      pictures theatrically released in the domestic market, and seven pictures have
      been released directly to the domestic home video or pay television
      market.





The
      Company’s two wholly-owned subsidiaries include Ticker, Inc., (a California
      corporation), and KRTR, Inc., (a New York corporation), both of which were
      inactive during the three months ending July 31, 2004. The consolidated
      financial statements include those of Kings Road Entertainment, Inc. and its
      subsidiaries.





**NOTE
      2 - SIGNIFICANT ACCOUNTING POLICIES**





a.
      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, 2004, included
      in
      the Kings Road Entertainment, Inc. 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 July 31, 2004, and the results of operations and cash flows for the three
      months ended July 31, 2004 have been included. The results of operations for
      the
      three months ended July 31, 2004, are not necessarily indicative of the results
      to be expected for the full fiscal year. All inter-company items and
      transactions have been eliminated in consolidation.





b.
      Accounting Method





The
      Company's consolidated financial statements are prepared using the accrual
      method of accounting. The Company has elected an April 30 year-end.





c.
      Use of
      Estimates





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 period.
      Actual results could differ from those estimates.





F
          -5




**NOTE
      3 – CURRENT ASSETS**





a.
      Cash
      and Cash Equivalents




Cash
      equivalents consist of cash on hand and cash due from banks. For purposes of
      the
      statements of cash flows, the Company considers all highly-liquid debt
      instruments with original maturities of three months or less to be cash
      equivalents. The Company maintains its cash balances at financial institutions
      that are federally insured. However, at times, these balances could exceed
      federally insured limits.





b.
      Restricted Cash





As
      of
      July 31, 2004, restricted cash totaled $60,000, which was associated with the
      Company’s line of credit. During 2004, the Company entered into a certificate of
      deposit to secure a revolving line of credit. This certificate of deposit had
      a
      beginning principal balance of $60,000 and interest accrued at a rate two
      percent below the rate on the line of credit it secured. During the three month
      period ending July 31, 2004, the interest on the certificate of deposit accrued
      at rate of 0.85% per annum. Funds contained in this CD are classified as
      restricted as long as the related line of credit is outstanding.





c.
      Concentration of Credit Risk





The
      Company licenses various rights in its films to distributors throughout the
      world. Generally, payment is received in full or in part prior to the Company's
      delivery of the film to the applicable distributor. As of July 31, 2004, none
      of
      the Company's accounts receivable was from foreign distributors.








**NOTE
      4 – FIXED & OTHER ASSETS**





a.
      Fixed
      Assets





Fixed
      assets of the Company at July 31, 2004, consisted of various items of office
      equipment with a historical cost of $5,993 and a net book value of $0. All
      of
      these items were fully depreciated at July 31, 2004.





b.
      Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of





The
      Company has adopted the provisions of SFAS No. 121, “Accounting for the
      Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of” and
      SFAS No. 142 "Goodwill and Other Intangible Assets." These statements require
      that long-lived assets and certain identifiable intangibles be reviewed for
      impairment whenever events or changes in circumstances indicate that the
      carrying amount of an asset may not be recoverable. Recoverability of assets
      to
      be held and used is measured by a comparison of the carrying amount of an asset
      to future net cash flows expected to be generated by the asset. If such assets
      are considered to be impaired, the impairment to be recognized is measured
      by
      the amount by which the carrying amounts of the assets exceed their respective
      fair values. Assets to be disposed of are reported at the lower of the carrying
      amount of fair value less the costs to sell.





c.
      Film
      Development Costs





Film
      development costs are costs incurred for movie projects not yet in production.
      Film development costs, including any related interest and overhead, are
      capitalized as incurred. Profit participations and residuals, if any, are
      accrued in the proportion that revenue for a period bears to the estimated
      future revenues. Costs are amortized using the individual film forecast method
      set forth in FASB Statement No. 53 ("SFAS 53"), which bases the costs on the
      ratio of revenue earned in the current period to the Company's estimate of
      total
      revenues to be realized. Management periodically reviews its estimates on a
      film-by-film basis and, when unamortized costs exceed net realizable value
      for a
      film, that film's unamortized costs are written down to net realizable
      value.





F
          -6





At
      July
      31, 2004, film development costs totaled $69,437, which was net after an
      allowance of $30,000. During the three month period ended July 31, 2004, no
      film
      development costs were determined to be impaired.





**NOTE
      5 – LIABILITIES**





a.
      Deferred Revenue





As
      of
      July 31, 2004, the Company has deferred revenue totaling $62,327. The Company
      is
      following the guidelines of SOP 00-02 for film production and distribution.





b.
      Line
      of Credit ****





On
      March
      4, 2004, the Company entered into a revolving line of credit loan with a
      beginning principal balance of $60,000, secured by a $60,000 certificate of
      deposit (see Note 3). During the period ending July 31, 2004, the line of credit
      accrued interest at a rate of 2.85% per annum. The Company’s credit line will
      expire on March 1, 2005 unless renewed





c.
      Discontinued Operations





The
      Company has discontinued operations of its KRTR subsidiary. KRTR has been
      inactive and had no operations for the past two years. As of July 31, 2004,
      the
      Company has $4,000 of accrued liabilities outstanding.





In
      August
      2001, the Board of Directors of the Company elected to discontinue the catalog
      sales operations of its Animal Town subsidiary, and on August 15, 2002 the
      Company sold the Animal Town subsidiary.


The
      Company recorded a gain on the sale of Animal Town of $33,043 during the year
      ended April 30, 2003 when it was determined that the liabilities of Animal
      Town
      had been transferred to and/or or assumed by the new owner. No income tax
      benefit has been attributed to the loss from discontinued
      operations.








**NOTE
      6 - COMMITMENTS AND CONTINGENCIES**





a.
      Rent





On
      October 31, 2003, the Company signed a one-year lease on a three-room apartment
      located in Beverly Hills, California. The Company elected to relocate its
      registered office to this location in November, 2003. Additionally, the Company
      rents a 3-unit storage facility for its archives. Rent expense for the Company's
      office and archive storage space was $7,043 and $4,390 during the three months
      ending July 31, 2004, respectively.





b.
      Contingent Losses & Litigation





We
      have
      previously disclosed our material litigation and regulatory issues in our Annual
      Report on Form 10-KSB, for the period ended April 30, 2004, and in our
      other filings with the Securities and Exchange Commission pursuant to the
      Securities Exchange Act of 1934, as amended. At July 31, 2004, we were
      involved with various legal matters, including litigation with former officers,
      directors, and related parties. Although the ultimate resolution of certain
      matters cannot be determined at this time, we do not believe that such matters,
      individually or in the aggregate, will have a material adverse effect on our
      future consolidated results of operations, cash flows or financial condition.




F
          -7




Legal
      fees associated with litigation are recorded in the period in which they occur.
      The company has not created, and does not intend to create any reserves for
      contingent losses resulting from an unfavorable outcome from any of these legal
      matters. Below are updates on those legal matters as to which there were
      material developments in the three months ending July 31, 2004.





Rigel
      USA, Inc. “Kickboxer” Dispute


In
      June
      2004, the Company settled a breach of contract lawsuit involving the “Kickboxer"
      series of television movies. Under the terms of the settlement agreement, the
      Company and the former plaintiff, each agreed to release the other from all
      claims arising from the lawsuit, and the parties subsequently entered into
      a
      related Option and License Agreement, whereby the Company granted the former
      plaintiff two exclusive options to use the word "Kickboxer" in the title of
      up
      to two motion pictures. Per the terms of the Agreement, the first option expires
      October 31, 2005, and requires a payment of $90,000 to the Company in order
      to
      be exercised. The second option expires July 31, 2006, and requires a payment
      of
      $75,000 in order to be exercised.





c.
      Other
      Commitments and Contingencies





In
      the
      ordinary course of business, the Company has or may become involved in matters
      of dispute which in the aggregate are not believed by management to be material
      to its financial position or results of operations.





**NOTE
      7 - COMMON STOCK**





At
      July
      31, 2004, the Company had 12,000,000 authorized shares of common stock, of
      which
      3,864,390 shares were issued and outstanding. During the three month period
      ended July 31, 2004, no new stock was either issued or authorized.





**NOTE
      8 – RECOGNITION OF REVENUES**





The
      Company’s revenues are derived primarily from distribution agreements in the US
      domestic market place and are amortized during the reporting period for which
      the revenue is applicable. Revenues derived from purchase option agreements
      are
      amortized over the period of the option granted. Revenues from theatrical
      exhibition are recognized on the dates of exhibition. Revenues from
      international, home video, television and pay-television license agreements
      are
      recognized when the license period begins and the film is available for
      exhibition or exploitation pursuant to the terms of the applicable license
      agreement. Once complete, a typical film will generally be made available for
      licensing as follows:


Months
                  After
              
              ApproximateMarketplace
              
              Initial
                  Release
              
              Release
                  PeriodDomestic
                  theatrical
              
              
              
              3-6
                  monthsAll
                  international markets
              
              
              
              1-10
                  yearsDomestic
                  home video
              
              6
                  months
              
              6-12
                  monthsDomestic
                  cable/pay television
              
              12-18
                  months
              
              18
                  monthsDomestic
                  syndicated/free television
              
              24-48
                  months
              
              1-n
                  years





F
          -8




**N0TE
      9 – DEPRECIATION AND AMORTIZATION**





Depreciation
      of fixed assets is computed by the straight-line method over the estimated
      useful lives of the assets ranging from three to five years. Leasehold
      improvements are amortized over the useful life of the improvements or the
      term
      of the applicable lease, whichever is less.





**NOTE
      10 - 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 July 31, 2004, the
      Company has a deficit in working capital of $417,377, has an accumulated deficit
      of approximately $25,319,000, and has sustained recent losses from operations.
      These conditions raise substantial doubt about the Company's ability to continue
      as a going concern. The Company has discontinued certain operations that
      historically produced negative cash flow and plans to raise capital through
      equity-based investment instruments, which will provide funding for the
      development of future projects and operating expenses.





**NOTE
      11 - SUBSEQUENT EVENTS**





a.
      Distribution Agreement





On
      September 30, 2004, the Company executed an Amendment Agreement with Lions
      Gate
      Films, Inc., ("LGF"), extending and amending the original Agreement dated August
      1, 1998. This Agreement, effective August 20, 2004 through August 30, 2015,
      stipulates that LGF pay the Company a guarantee (in the form of an advance
      against royalties) of $1.2 million; $250,000 of which was payable upon execution
      of the Agreement, and the remaining $950,000 payable on September 1, 2005.
      In
      addition, the Company is entitled to certain royalties related to home video
      distribution. The Company received the initial $250,000 in September, 2004.





b.
      Equity
      Activity





On
      January 16, 2005, the Company's Board of Directors resolved to issue an
      aggregate of 1,600,000 shares of its previously unissued common stock to various
      parties in order to reduce the Company's total debt. The common shares issued
      were valued at $0.10 per share, representing the 90-day weighted-average value
      of the shares. Of the 1,600,000 shares issued, a total of 500,000 were issued
      to
      service providers, 200,000 to a private contractor, 100,000 to a director as
      consideration for past services, and 800,000 to Company officers for accrued
      deferred salaries.





c.
      Stock
      Purchase Agreement





On
      February 4, 2005, the Company entered into a Stock Purchase Agreement with
      several entities, such that the entities agreed to purchase an aggregate of
      1.5
      million shares of the Company's common stock at $0.10 per share. On February
      8,
      2005 the Company's Board of Directors approved the transaction, and on February
      11, 2005, the Company received the $150,000 and the Agreement was consummated.





F
          -9





d.
      Option/Purchase Agreement





Subsequent
      to the period covered by this report, on August 16, 2005, the Company received
      $90,000 (less 10% agency commission of $9,000) from New Line Cinema, as an
      option fee, applicable against the $900,000 purchase price, pertaining to the
      Company's rights to the movie production, All of Me. The option fee entitles
      New
      Line Cinema to the film rights of the remake of All of Me, for a 16-month option
      period from June 16, 2005 and expiring on October 11, 2006. Should New Line
      Cinema elect to move forward with the remake, it will be required to pay the
      Company an additional $810,000 (less an agency fee commission of 10 %) within
      the 16-month option period. New Line has the right to extend this option period
      for an additional 18-month period upon payment of a further $90,000, which
      shall
      be non-applicable against the purchase price. In accordance with the agreement,
      the Company shall be granted an official producer credit.




F
          -10




**ITEM
      2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION**





The
      following review concerns the periods ended July 31, 2004 and July 31, 2003,
      which should be read in conjunction with the financial statements and notes
      thereto presented in the Form 10-QSB/A -2 and the Form 10-KSB for the fiscal
      year ending April 31, 2004.





*Forward
      Looking Statements*





*The
      information in this discussion contains forward-looking statements within the
      meaning of Section 27A of the Securities Act of 1933, as amended, and Section
      21E of the Securities Exchange Act of 1934, as amended. These forward-looking
      statements involve risks and uncertainties, including statements regarding
      our
      capital needs, business strategy and expectations. Any statements contained
      herein that are not statements of historical facts may be deemed to be
      forward-looking statements. In some cases, you can identify forward-looking
      statements by terminology such as "may", "will", "should", "expect", "plan",
      "intend", "anticipate", "believe", “estimate", "predict", "potential" or
      "continue", the negative of such terms or other comparable terminology. Actual
      events or results may differ materially. We disclaim any obligation to publicly
      update these statements, or disclose any difference between its actual results
      and those reflected in these statements. The information constitutes
      forward-looking statements within the meaning of the Private Securities
      Litigation Reform Act of 1995.*





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, 1996, the Company has produced no 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
      September 30, 2004, the Company executed an Amendment Agreement with Lions
      Gate
      Films, Inc., ("LGF"), extending and amending the original Agreement dated August
      1, 1998. This Agreement, effective August 20, 2004 through August 30, 2015,
      stipulates that LGF pay the Company a guarantee (in the form of an advance
      against royalties) of $1.2 million; $250,000 of which was payable upon execution
      of the Agreement, and the remaining $950,000 payable on September 1, 2005.
      In
      addition, the Company is entitled to certain royalties related to home video
      distribution. The Company received the initial $250,000 in September, 2004,
      and
      the final $950,000 in September, 2005.





13





**Results
      of Operations**





**The
      Three Months Ended July 31, 2004 vs. the Three Months Ended July 31, 2003**





For
      the
      quarter ended July 31, 2004, feature film revenues were $66,194 as compared
      to
      $135,934 for the quarter ended July 31, 2003. The decrease of $69,740 results
      primarily from decreased royalties on the Company's feature film library.





Costs
      and
      expenses increased to $188,869 for the quarter ended July 31, 2004 as compared
      to $106,264 during the quarter ended July 31, 2003. This increase of $82,605
      is
      due primarily to the increase in professional expenses and officer compensation.





The
      Company had a net loss of $122,658 for the quarter ended July 31, 2004 as
      compared to net income of $28,506 for the quarter ended July 31, 2003. This
      decrease of $151,164 results primarily from a marked decrease in film revenues
      and an increase in professional fees and officer compensation.








**Liquidity
      and Capital Resources**





The
      Company's principal source of working capital during the three month period
      ended July 31, 2004 was motion picture royalty income. The Company does not
      currently have sufficient capital to fund its operations. If the Company fails
      to raise additional capital, increase revenues, or sell certain of its assets,
      the Company will, in all likelihood, be forced to significantly reduce its
      operations or liquidate.





For
      the
      three months ended July 31, 2004, the Company's net cash flow provided by
      operating activities was $27,613 compared to net cash provided by operating
      activities of $67,068 during the comparable period in 2003 At July 31, 2004,
      the
      Company had cash of $49,528 as compared to $106,447 at July 31, 2003.





Subsequent
      to the date of this report, the Company received a cash inflow of $950,000
      pertaining to its Distribution Agreement with Lions Gate Films. Management
      believes this inflow will be instrumental in allowing the Company to implement
      its business plan, as well as fund existing operations and service its debt
      requirements.





**Future
      Commitments**





The
      Company does not have, nor is it aware of, any other material future
      commitments.




**ITEM
      3. CONTROLS AND PROCEDURES.**





Evaluation
      of Disclosure Controls and Procedures .
      Our
      Chief Executive Officer and Chief Financial Officer performed an evaluation
      of
      our disclosure controls and procedures, which have been designed to permit
      us to
      effectively identify and timely disclose important information. They concluded
      that the controls and procedures were effective as of July 31, 2004 to provide
      reasonable assurance that the information required to be disclosed by the
      Company in reports it files under the Exchange Act is recorded, processed,
      summarized and reported within the time periods specified in the rules and
      forms
      of the SEC. While our disclosure controls and procedures provide reasonable
      assurance that the appropriate information will be available on a timely basis,
      this assurance is subject to limitations inherent in any control system, no
      matter how well it may be designed or administered.




Changes
      in Internal Controls .
      There
      was no change in our internal control over financial reporting during the
      quarter ended July 31, 2004, that materially affected, or is reasonably likely
      to materially affect, our internal control over financial
      reporting.





14




**PART
      II - OTHER INFORMATION**





**ITEM
      1.**  **LEGAL
      PROCEEDINGS**





**Demands
      for Investigation by Shareholders Action Committee**





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 Board
      appointed independent counsel to investigate these transactions and report
      to
      the Board.





On
      November 10, 2003, the Company received a letter from the Chairman of the Kings
      Road Shareholders Action Committee inquiring as to the status of the Independent
      Counsel's investigation as formally requested by such Shareholders Action
      Committee in its letter to the Board of April 17, 2003. The inquiry as conducted
      by the independent counsel at that time was proceeding at an unsatisfactory
      pace
      and therefore the Board removed this first independent counsel.





The
      Board
      thereupon appointed a new independent counsel to investigate these transactions
      and report to the Board, the Shareholders Action Committee and the
      Shareholders.





Subsequent
      to the period covered by this report, on November 3, 2004, the Board received
      a
      preliminary report from Mr. Leonard Machtinger of Kenoff & Machtinger, LLP,
      its independent counsel, with respect to some of the transactions of November
      1998 through April 2001, that concerned former a former President &
Director. After consultation with counsel, the Company’s management decided not
      to pursue this matter further due primarily to the expected cost of such action
      vs. possible benefits.




**Demand
      and Notice for Annual Meeting**





On
      November 17, 2003 the Board received a Letter from counsel for Kings Road
      Enterprises Corp. (formerly Parkland AG) of which Mr. Michael Berresheim a
      former officer and director of the Company, is the principal shareholder, the
      President and a director. In this letter, Kings Road Enterprises Corp., the
      holder of 1,507,247 shares of common stock of the Company, claims that the
      Board
      has failed to comply with SEC filing regulations and announced his intention
      of
      calling a Special Shareholders Meeting in order to replace the Board of
      Directors. Mr. Berresheim, through his counsel, was advised that the Board
      was
      working with the Company's auditors in order to complete any delinquent reports
      and intended on holding an annual meeting of the Shareholders as soon as
      practical after the Company's period reports were current, the Rigel USA, Inc.
      lawsuit had been resolved, and the Company had received the report back from
      the
      independent counsel pertaining to the demand of the Shareholders Action
      Committee.





On
      May
      12, 2004 and in accordance with the Board Resolution of May 10, 2004, the
      Company issued a press release and filed a Form 8-K, announcing that the Annual
      Meeting of the Shareholders shall be held on September 15, 2004, at such time
      and place to be determined by the Board prior to the filing of the Proxy
      Statement. The Board further resolved to set the Record Date at the close of
      business of July 15, 2004. The Board further resolved that any proposal of
      shareholders to be included in the Proxy Statement for the Annual Meeting must
      be received by the Corporation no later than June 15, 2004, along with all
      information required to be provided by such proposing shareholder in accordance
      with the By-laws of the Corporation, the Delaware General Corporation Law and
      Regulation 14A of the SEC Act of 1934. The Board further resolved to appoint
      HJ
& Associates, LLC, as the Company's auditors for the fiscal year ending
      April 30, 2004/5.





On
      July
      15, 2004 and in accordance with the Board Resolution of the same date, the
      Company issued a Press Release and filed a Form 8-K, announcing the record
      date
      of for stockholders entitled to notice and to vote at the meeting has been
      changed to July 30, 2004, in order to reconcile a conflict between the
      provisions of the Delaware General Corporation Law and the Company's by-laws.





15




On
      August
      27, 2004, and in accordance with its Board Resolution of August 26, 2004, the
      Company issued a Press Release and filed a Form 8-K, announcing the postponement
      of the annual meeting of stockholders from September 15, 2004 to November 30,
      2004. The record date for stockholders entitled to notice and to vote at the
      meeting and any postponements and adjournments thereof, was also changed to
      October 15, 2004.





On
      October 21, 2004, and in accordance with the Board Resolution of October 18,
      2004, the Company issued a Press Release and filed a Form 8-K, announcing that
      the Company has postponed and changed the date of the Annual Meeting of
      Stockholders which was scheduled for November 30, 2004 to a date which shall
      be
      determined upon completion of its Annual Report.





In
      conjunction with the change of the meeting date, the record date for
      stockholders entitled to notice and to vote at such meeting shall likewise
      be
      changed from October 15, 2004 to such date as shall be determined upon the
      setting of the meeting date.





**Kings
      Road Entertainment, Inc. vs. Michael Berresheim, Eric Ottens, et
      al.**





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 (earned by the Company and Regal
      Productions) as part of its joint venture on the film "Fastbreak"), were
      deposited into accounts of Kings Road Entertainment, Inc., (Florida Corporation
      P03000042628) and Kings Road to Fame, Inc. (Florida Corporation P03000043121)
      doing business as Regal Productions, corporations controlled by Michael
      Berresheim and Eric Ottens, without the consent or knowledge of the
      Company.





The
      Company's investigation 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) doing business as Regal Productions,
      corporations controlled by Messrs. Berresheim and Ottens.





On
      April
      11, 2003, Messrs. Berresheim and Ottens also filed electronic Articles of
      Incorporation with the Secretary of State of Florida, to form KingsRoad 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, KingsRoad 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 deposited into accounts of Kings Road Entertainment, Inc.,
      (Florida Corporation P03000042628) and Kings Road to Fame, Inc. (Florida
      Corporation P03000043121) doing business as 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) doing business as Regal Productions, and Messrs. Berresheim and
      Ottens, to pay the Company the sum of $103,517 plus interest and attorneys
      fees.





On
      August
      9, 2004, the Company retained the services of Weiss Serota Helfman Pastoriza
      Cole & Bonsike, P.A., Attorneys at Law, of 2665 S. Bayshore Drive, Suite
      420, Miami, FL 33133, in order to file a complaint in the State of Florida
      and
      perform other legal services seeking to recover the funds, in accordance with
      a
      Board Resolution of August 10, 2004.





16


On
      September 9, 2004, the Company filed suit in the Circuit Court of the 17th
      Judicial Circuit in and for Broward County, Florida, Case No. 04-14356 CACE
      13,
      against Messrs. Berresheim, Ottens, the Florida entities, et al, "seeking the
      return of money illegally obtained and converted from the Company, an accounting
      and an injunction from further use of its trade name." Defendants Ottens and
      Berresheim have since been served with the Complaint. Discovery has
      commenced.





Subsequent
      to the period covered by this report, on July 26, 2005, the defendant filed
      his
      answer, affirmative defenses, and counterclaims. The defendant in his
      counterclaim is seeking to recover approximately $500,000 for money allegedly
      lent to the Company beginning back in the year 2000 and for libelous statements
      made by the Company.





On
      August
      15, 2005, Plaintiff filed a motion to strike portions of the Defendant's
      Affirmative Answer and Counterclaim, which have no bearing on this case,
      together with its response to Defendant's counterclaim, demanding proof of
      such.
      Defendant likewise sent out a request for production and a set of
      interrogatories.




On
      March
      10, 2006, after the defendant had failed to comply with two court orders, the
      Company’s motion for sanctions was granted and the defendant’s answer,
      affirmative defenses and counterclaim were stricken. An entry of default was
      entered against the defendant.




On
      April
      18, 2006, the court ordered and adjudged on the plaintiff’s motion for final
      default judgment to recover the total sum of $332,553.57 from the defendant,
      as
      well as to provide full accounting of the Paramount funds and the defendant
      was
      also enjoined by permanent injunction to cease and desist all use of the name
      “Kings Road” in any capacity, as well as the name “Regal Productions”.




On
      March
      19, 2007, the Company entered into a Settlement Agreement and Mutual General
      Release (the “Settlement Agreement”) with the following parties: MBO
      Musikverlage, GmbH, a German limited liability company (“MBO Musikverlage”); MBO
      Media GmbH, a German limited liability company (“MBO Media”) and its new owner,
      as of March 2006, Tacitus Treuhand, Switzerland (“Tacitus”); Fabulous AG, a
      Nevada corporation (“Fabulous”), formerly Kings Road Entertainment Corp.
      (“KREC”), and prior to that Parkland AG (“Parkland”); Metropolitan Worldwide,
      Inc., a Nevada corporation (“Metropolitan”); Donal C. Tunnell (“Tunnell”);
      William E. Ottens (“Ottens”); and Lothar Michael Berresheim (“Berresheim”)
      individually and in his capacity as an officer, director, manager, member and/or
      shareholder of MBO Musikverlage, MBL Media, Tacitus, Fabulous/KREC/Parkland,
      KRFame, Florida and KREN Flordia, including any affiliates, subsidiaries,
      parents and other entities controlled, directly or indirectly by Berresheim,
      (collectively the “Berresheim Entities”).





The
      Settlement Agreement calls for Berresheim to deliver to the Company three (3)
      original certificate representing One Million Four Hundred Fifty-One Thousand
      Two Hundred Forty-Seven (1,451,247) shares of the Company’s Common Stock
      (“Settlement Shares”), these being all the shares held or beneficially owned by
      Berresheim. Further, the parties agreed to the following: the discharges and
      releases of Berresheim, Tunnell, Ottens, the Berrsheim Entities, and their
      officers, directors, managers, members, shareholders, assigns, attorneys,
      agents, representatives, principals, predecessors and successors in interest
      (collectively, the “Berresheim Parties”), from any and all claims, demands,
      obligations, or causes of action of whatever nature or description; Dismissal
      of
      the Fourth DCA Litigation Appeal; Dismissal of the MBO Litigation; Dismissal
      of
      the Tunnell Litigation; Dissolution of KREFame Florida and KREN Florida;
      Withdrawal of Fictitious Name Filing of Regal Productions; Acknowledgement
      and
      Agreement to Refrain from Use of Kings Road Name by Berresheim; Transfer and
      Assignments of any Rights to the Kingsroadentertainment.com Website Ownership
      and Content; Agreement to Refrain from Acquiring Shares of Kings Road Stock
      by
      Berresheim Entities and Berresheim; Agreement to Refrain from Soliciting,
      Enticing, Encouraging or Assisting Claims of Litigation Against Kings Road
      by
      Berresheim and Berresheim Entities; and Non Solicitation of Vendors, Customers
      or Employees of Kings Road by Berresheim.





17


For
      consideration of the above, including the surrender of the Settlement Shares,
      the Company will pay Mr. Berresheim Sixty Thousand Dollars ($60,000) upon the
      receipt of the Settlement Shares by the Company’s Stock Transfer Agent, U.S.
      Stock Transfer Corporation; the transfer and quitclaim from the Company to
      Berresheim of the rights to the script entitled “Babylon Blues;” Agreement to
      refrain from opposing Berresheim’s motion to vacate the KREN Litigation;
      Dismissal of the MBO Litigation; Agreement to Refrain from Acquiring Shares
      of
      Metropolitan; Agreement to Refrain from Soliciting, Enticing, Encouraging or
      Assisting Claims of Litigation Against Berresheim.





The
      Settlement Agreement was filed as Exhibit 10.1 to Form 8-K filed with the
      Commission on April 23, 2007.





**Claim
      on the Company from MBO Media GmbH**





Subsequent
      to the period covered by this report, on March 29, 2005, the Company received
      a
      German language fax communication from attorney at law Ms. Beate C. Mueller,
      on
      behalf of her client MBO Media GmbH and its managing director Mr. Michael
      Berresheim (a former director and officer of the Company), demanding the
      Company's repayment of leasing costs of Euro 179,884.37 for the video and film
      editing suite Avid Symphony V 2.0 as ostensibly paid by her client MBO Media
      GmbH (formerly MBO Musikverlags GmbH). According to this letter her client
      made
      the initial claim for the reimbursement of this sum on May 18,
      2000.





The
      Company has no record of any such claim, invoice, or corresponding
      leasing/repayment agreement between the parties in its files and has passed
      this
      correspondence on to its German counsel, who repudiated this claim on April
      4,
      2005.





Please
      see the above “Berresheim and Eric Ottens Matters” which discusses the
      settlement with MBO Media GmbH.





**Shareholder
      Demand for Inspection of Company Records**





Subsequent
      to the period covered by this report, on March 30, 2005, the Company received
      a
      registered letter dated March 22, 2005 from Georgia based attorney at law Daniel
      D. Dinur, Esq., on behalf of his client Kings Road Enterprises Corp. (formerly
      Parkland AG, an entity controlled by Mr. Michael Berresheim a former Director
      and Officer of the Company), together with a power of attorney signed on March
      16, 2005 by that Company's President Mr. Evert Wilbrink and a demand under
      oath
      likewise dated March 22, 2005. The agent for the stockholder pursuant to such
      power of attorney made a "Demand under oath to inspect the Corporation's stock
      ledger, list of its stockholders, and its other books and records and to make
      copies or extracts there from, all as provided in Section 220 of the Delaware
      General Corporation Law and states that the purpose of the demand and the
      inspection is (a) to make a determination as to the value of the Stockholder's
      stock in the Corporation, (b) to investigate the Corporation's compliance with
      applicable laws, including but not limited to applicable corporate and
      securities laws and its own organizational and operational requirements as
      may
      be set forth in the books and records, based upon a reasonable suspicion of
      mismanagement and/or self-dealing due, among other things, to the apparent
      sale
      of stock to certain stockholders for less than its actual value." Company's
      counsel has been in contact with Mr. Dinur and the Company has complied with
      this demand.





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.**  **UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**





Subsequent
      to the period covered by this report, on February 4, 2005, the Company entered
      into a Stock Purchase Agreement with three investors under which the Company
      would sell 1,500,000 restricted shares of common stock at a price of $0.10
      per
      share for an aggregate purchase price of $150,000 in cash.





Geraldine
      Blecker, the Chief Executive Officer and a director of the Company, agreed
      to
      purchase 350,000 shares for $35,000. ISBC GmbH, a German company of which Philip
      Holmes, a director of the Company, is sole managing director, agreed to purchase
      800,000 shares for $80,000. And, The People Helpers, Inc., an unaffiliated
      third
      party, agreed to purchase 350,000 shares for $35,000.




18




Said
      transaction was disclosed in an 8-K filed on February 15, 2005 and a copy of
      the
      agreement attached as an exhibit to that filing.





Said
      shares were issued pursuant to an exemption from registration provided by
      Section 4(2) and 4(6) of the Securities Act of 1933.





**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 July 31,
      2004.





**ITEM
      5.**  **OTHER
      INFORMATION**





On
      May
      15, 2004, the Company filed with the Commission a Form 8-K stating that the
      Company had issued a press release announcing the date of the annual meeting
      of
      the Company will be on September 15, 2004. The press release was filed as
      Exhibit 99.1 to the Form 8-K.





On
      July
      15, 2004, the Company filed with the Commission a Form 8-K stating that the
      Company had issued a press release announcing a change in the date of the
      Company’s annual meeting from September 15, 2004 to July 30, 2004 in order to
      reconcile a conflict between the provisions of the Delaware General Corporation
      Law and the Company’s By-Laws.





**ITEM
      6.**  **EXHIBITS**





**INDEX
      TO EXHIBITS**


**OF**


**KINGS
      ROAD ENTERTAINMENT INC.**





31.1
            Rule
                13a-14 (a)/15d-14 (a) Certification of President.31.2
            Rule
                13a-14 (a)/15d-14 (a) Certification of Chief Financial
                Officer.32
            Section
                1350 Certifications.





**SIGNATURES**





Pursuant
      to the requirements of Section 13 of 15(d) of the Securities and 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.**


(Registrant)


Date:
                  June 30, 2008
              By:
              /s/
                  Philip HolmesPhilip
                  Holmes, President






19