**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM 10-QSB**









x
            **QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE
                ACT
                OF 1934****For
                the quarter ended October 31,
                2005**


**-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)**468
                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 October 31, 2005 was 6,957,740 shares, all of one class of $0.01
      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**


**Quarter
      Ended October 31, 2005**





**TABLE
      OF CONTENTS**





**PAGE****FINANCIAL
                INFORMATION**Item
                1.
            Consolidated
                Financial StatementsConsolidated
                Balance Sheets as of October 31, 2005 and April 30, 2005
            
            F-2Consolidated
                Statements of Operations for the Three Months Ended October 31, 2005
                and
                2004
            
            F-3Consolidated
                Statements of Operations for the Six Months Ended October 31, 2005
                and
                2004
            
            F-4Consolidated
                Statements of Cash Flows for the Six Months Ended October 31, 2005
                and
                2004
            
            F-5Notes
                to Consolidated Financial Statements as of October 31,
                2005
            
            F-6
                - F-10Item
                2.
            Managements
                Discussion and Analysis or Plan of Operation
            
            13Item
                3.
            Controls
                and Procedures
            
            15**PART
                II—OTHER INFORMATION**Item
                1.
            Legal
                Proceedings
            
            15Item
                2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            
            17Item
                3.
            Defaults
                Upon Senior Securities
            
            17Item
                4.
            Submission
                of Matters to a Vote of Security Holders
            
            17Item
                5.
            Other
                Information
            
            17Item
                6.
            Exhibits
                and Reports on Form 8-K
            
            17SIGNATURES
            
            **18**




Page
          2 of
          18


**PART
        1: FINANCIAL INFORMATION**
 
 **KINGS
        ROAD ENTERTAINMENT, INC.**
 
 **INDEX
        TO CONSOLIDATED FINANCIAL STATEMENTS**
 **(UNAUDITED)**
 **Page**Consolidated
                    Balance Sheets as of October 31, 2005 and April 30, 2005
                
                F-2Consolidated
                    Statements of Operations for the three months ended October 31,
                    2005 and
                    2004
                
                F-3Consolidated
                    Statements of Operation for the six months ended October 31,
                    2005 and
                    2004
                
                F-4Consolidated
                    Statements of Cash Flows for the six months ended October 31,
                    2005 and
                    2004
                
                F-5Notes
                    to Consolidated Financial Statements as of October 31,
                    2005
                
                F-6
                    to F-10
 
 F-1
 
 **KINGS
        ROAD ENTERTAINMENT, INC.**
 **CONSOLIDATED
        BALANCE SHEETS**
 **AS
        OF OCTOBER 31, 2005 AND APRIL 30, 2005**
 October 31, 2005
                
                April 30, 2005(unaudited)
                
                (audited)**ASSETS****Current
                    assets:**Cash
                    and cash equivalents
                
                $
                880,713
                
                $
                112,114Restricted
                    cash
                
                
                61,556
                
                
                60,386Accounts
                    receivable, trade
                
                
                75,348
                
                
                69,764Prepayments
                    and other current assets
                
                
                0
                
                
                4,500Total
                    current assets
                
                
                1,017,617
                
                
                246,764OTHER
                    ASSETSFilm
                    development costs, net
                
                
                70,037
                
                
                70,037Total
                    Other Assets
                
                
                70,037
                
                
                70,037**TOTAL
                    ASSETS**
                
                $
                1,087,654
                
                $
                316,801**LIABILITIES
                    AND STOCKHOLDERS’ EQUITY**Current
                    liabilities:Accounts
                    payable
                
                $
                159,442
                
                $
                187,786Accrued
                    expenses
                
                
                344,413
                
                
                256,077Deferred
                    revenue
                
                
                1,100,303
                
                
                215,508Line
                    of credit
                
                
                60,000
                
                
                60,000Liabilities
                    from discontinued operations
                
                
                4,000
                
                
                4,000Total
                    current liabilities
                
                
                1,668,158
                
                
                723,371Stockholders’
                    equity:Common
                    stock; 12,000,000 shares authorized at $0.01 par value; 6,957,740
                    shares
                    issued and outstanding at October 31, 2005 and at April 30, 2005
                    respectively.
                
                
                69,577
                
                
                69,577Additional
                    paid-in capital
                
                
                25,211,655
                
                
                25,211,655Accumulated
                    deficit
                
                
                (25,687,802
                )
                
                (25,687,802
                )Net
                    Profit (Loss) for Period
                
                
                (173,934
                )
                
                0Total
                    stockholders’ equity (deficit)
                
                
                (580,504
                )
                
                (406,570
                )**TOTAL
                    LIABILITIES AND STOCKHOLDERS’ EQUITY**
                
                $
                1,087,654
                
                $
                316,801
  See
        accompanying notes to consolidated financial statements.
  F-2
  **KINGS
        ROAD ENTERTAINMENT, INC.**
 **CONSOLIDATED
        STATEMENTS OF OPERATIONS**
 **FOR
        THE THREE MONTHS ENDED OCTOBER 31, 2005 AND 2004**
 **(Unaudited)**
 
 Three months ended October 31,2005
              
              2004**REVENUES**Feature
                  films
              
              $
              176,665
              
              $
              69,697**TOTAL
                  REVENUE**
              
              
              176,665
              
              
              69,697**OPERATING
                  EXPENSES:**Depreciation
              
              
              0
              
              
              0General
                  and administrative
              
              
              276,422
              
              
              144,274Total
                  operating expenses
              
              
              276,422
              
              
              144,274**INCOME
                  (LOSS) FROM OPERATIONS**
              
              (99,757)
              
              
              (74,577)**OTHER
                  INCOME (EXPENSE):**Interest
                  income
              
              
              1,550
              
              
              128Interest
                  expense
              
              
              (625)
              
              
              (138)Total
                  Other Income (Expense)
              
              
              925
              
              
              (10)**INCOME
                  (LOSS) BEFORE INCOME TAXES**
              
              (98,832)
              
              
              (74,587)PROVISION
                  FOR INCOME TAXES
              
              
              0
              
              
              0**NET
                  INCOME (LOSS)**
              
              
              (98,832)
              
              
              (74,587)Net
                  income (loss) per share – Basic
              
              $
              (0.01)
              
              $
              (0.02)Basic
                  weighted average number of shares outstanding during the
                  period
              
              6,957,740
              
              
              3,864,390
 
 See
        accompanying notes to consolidated financial statements.
  F-3
 
 **KINGS
        ROAD ENTERTAINMENT, INC.**
 **CONSOLIDATED
        STATEMENTS OF OPERATIONS**
 **FOR
        THE SIX MONTHS ENDED OCTOBER 31, 2005 AND 2004**
 **(Unaudited)**
 
 Six months ended October 31,2005
              
              2004**REVENUES**Feature
                  films
              
              $
              272,878
              
              $
              135,891**TOTAL
                  REVENUE**
              
              
              272,878
              
              
              135,891**OPERATING
                  EXPENSES:**Depreciation
              
              
              0
              
              
              0General
                  and administrative
              
              
              461,637
              
              
              333,143Total
                  operating expenses
              
              
              461,637
              
              
              333,143**INCOME
                  (LOSS) FROM OPERATIONS**
              
              
              (188,759
              )
              
              (197,252
              )**OTHER
                  INCOME (EXPENSE):**Other
                  income (expense)
              
              
              13,910
              
              
              0Interest
                  income
              
              
              2,440
              
              
              145Interest
                  expense
              
              
              (1,525
              )
              
              (138
              )Total
                  Other Income (Expense)
              
              
              14,825
              
              
              7**INCOME
                  (LOSS) BEFORE INCOME TAXES**
              
              
              (173,934
              )
              
              (197,245
              )**PROVISION
                  FOR INCOME TAXES**
              
              
              0
              
              
              0**NET
                  INCOME (LOSS)**
              
              $
              (173,934
              )
              $
              (197,245
              )Net
                  income (loss) per share – Basic
              
              $
              (0.02
              )
              $
              (0.05
              )Basic
                  weighted average number of shares outstanding during the
                  period
              
              
              6,957,740
              
              
              3,864,390
 
 See
        accompanying notes to consolidated financial statements.
  F-4
  **KINGS
        ROAD ENTERTAINMENT, INC.**
 **CONSOLIDATED
        STATEMENTS OF CASH FLOWS**
 **FOR
        THE SIX MONTHS ENDED OCTOBER 31, 2005 AND 2004**
 **(Unaudited)**
 Six
                    months ended October 31,2005
                
                2004**CASH
                    FLOWS FROM OPERATING ACTIVITIES:**Income
                    (loss) from continuing operations
                
                $
                (173,934
                )
                $
                (197,245
                )Adjustments
                    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
                
                
                (5,584
                )
                
                60,949Prepayments
                    and other current assets
                
                
                4,500
                
                
                0Accounts
                    payable
                
                
                (28,344
                )
                
                8,107Accrued
                    expenses
                
                
                88,336
                
                
                52,634Deferred
                    revenue
                
                
                884,795
                
                
                212,727Net
                    cash provided by (used in) operating activities
                
                
                769,769
                
                
                137,172**CASH
                    FLOWS FROM FINANCING ACTIVITIES:**(Increase)
                    decrease in restricted cash
                
                
                (1,170
                )
                
                0Net
                    cash used in financing activities
                
                
                (1,170
                )
                
                0**NET
                    CHANGE IN CASH AND CASH EQUIVALENTS**
                
                
                (768,599
                )
                
                137,172**CASH
                    AND CASH EQUIVALENTS, BEGINNING OF PERIOD**
                
                
                112,114
                
                
                21,915**CASH
                    AND CASH EQUIVALENTS, END OF PERIOD**
                
                $
                880,713
                
                $
                159,087
  See
        accompanying notes to consolidated financial statements.
  F-5
  **KINGS
        ROAD ENTERTAINMENT, INC.**
 **Notes
        to Consolidated Financial Statements**
 **As
        of October 31, 2005**
 
 **NOTE
        1 – NATURE OF OPERATIONS**
 
 Kings
        Road Entertainment, Inc, and its wholly-owned subsidiary (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 wholly-owned subsidiary, Ticker, Inc., (a California corporation), was
        inactive during the three month period ending October 31, 2005. The consolidated
        financial statements include those of Kings Road Entertainment, Inc. and
        its
        subsidiary.
 
 **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, 2005, 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 October 31, 2005, and the results of operations and cash flows for the
        three
        and six month periods ended October 31, 2005 have been included. The results
        of
        operations for the three and six month periods ended October 31, 2005, 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-6
  **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
        October 31, 2005, restricted cash totaled $61,556, 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. 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. Once calculated royalties
        from actual sales have exceeded such an advance, the Company receives royalty
        income at the end of a specific reporting period (usually three, six or twelve
        months) based on actual sales from the preceding reporting period. As of
        October
        31, 2005, 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 October 31, 2005, 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 October 31, 2005.
 
 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.
  F-7
  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.
 
 At
        October 31, 2005, film development costs totaled $70,037, which was net after
        an
        allowance of $30,000. During the three month period ended October 31, 2005,
        no
        film development costs were determined to be impaired.
 
 **NOTE
        5 – LIABILITIES**
 
 a.
        Deferred Revenue
 
 As
        of
        October 31, 2005, the Company has deferred revenue totaling $1,100,303. The
        Company is following the guidelines of SOP 00-02 for film production and
        distribution.
 
 b.
        Line
        of Credit ****
 
 On
        March
        8, 2005, the Company renewed a revolving line of credit loan with a beginning
        principal balance of $60,000, and secured by a $60,000 certificate of deposit
        (see Note 3). During the period ending October 31, 2005, the line of credit
        accrued interest at a rate of 4.55% per annum. The Company’s credit line will
        expire on March 1, 2006 unless renewed.
 
 **NOTE
        6 - COMMITMENTS AND CONTINGENCIES**
 
 a.
        Rent
  The
        Company rents a three-room apartment located on Doheny Drive, Beverly Hills,
        California as its registered office. On June 1, 2005 the rent for this facility
        increased by 4.5%. Additionally, the Company rents flexible storage space
        for
        its archives. Rent expense for the Company's office and archive storage space
        was $7,296 and $7,043 during the three months ending October 31, 2005 and
        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, 2005, and in our
        other filings with the Securities and Exchange Commission pursuant to the
        Securities Exchange Act of 1934, as amended. At October 31, 2005, 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.
 
 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.
  F-8
  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
        October 31, 2005, the Company had 12,000,000 authorized shares of common
        stock,
        of which 6,957,740 shares were issued and outstanding. During the three month
        period ended October 31, 2005, 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
              
              
              3-12
                  monthsDomestic
                  cable/pay television
              
              
              12-18
                  months
              
              
              18
                  monthsDomestic
                  syndicated/free television
              
              
              24-48
                  months
              
              
              1-n
                  years
 
 **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 October 31, 2005,
        the
        Company has sustained recent losses from operations, has a deficit in working
        capital of $650,541, and has an accumulated deficit of approximately
        $25,860,000. 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.
  F-9
 
 **NOTE
        11 - SUBSEQUENT EVENTS**
 
 a.
        Option/Purchase Agreement
 
 Subsequent
        to the period covered by this report, **** on
        October 6, 2006, New Line Cinema paid the Company $90,000 to extend an option
        pertaining to the Company's rights to the movie production, All of Me, for
        an
        additional 18-month period, up to and including April 11, 2008. The net proceeds
        of the $90,000 option extension fee was split equally with Eclectic Filmworks
        LLC, pursuant to the Company’s letter of agreement with Eclectic Filmworks, LLC
        of July 1, 2005.
 
 b.
        Settlement of Certain Lawsuits and Entry into a Material Definitive
        Agreement
 
 Subsequent
        to the period covered by this report, on March 19, 2007, the Company entered
        into a Settlement Agreement and Mutual General Release with Michael Berresheim,
        Eric Ottens, et al., ** and
        various entities, including, but not limited to MBO Media GmbH, and other
        individuals and/or entities that may or may not have had a connection to
        Michael
        Berresheim, Eric Ottens, et al. For further details, refer to Part II, Item
        1-
        Legal Proceedings. The settlement was published in an 8-K filing on April
        23,
        2007.
  F-10
  **ITEM
        2. MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF
        OPERATION**
 
 The
        following review concerns the periods ended October 31, 2005 and October
        31,
        2004, which should be read in conjunction with the financial statements and
        notes thereto presented in the Form 10-QSB and the Form 10-KSB for the fiscal
        year ending April 30, 2005.
 
 *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
        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. As per the Company’s letter of agreement with Eclectic Filmworks, LLC
        of July 1, 2005, all net proceeds are to be equally shared with Eclectic
        Filmworks, LLC.
 
 In
        September 2005, Lions Gate Films, Inc., paid the Company the remaining $950,000
        of a $1.2 million minimum guaranteed royalty agreement executed on September
        30,
        2004, for certain royalties related to home video & DVD distribution in the
        domestic US market through August 30, 2015
 
 On
        October 31, 2005, the first of two options enabling Rigel USA, Inc. to use
        the
        word "Kickboxer" in the title of up to two motion pictures expired and
        subsequent to this report, the second option expired on July 31, 2006.
        Accordingly, the related rights to “Kickboxer” have reverted back to the
        Company. The Company originally entered into this Option and License Agreement
        with ** Rigel
        USA, Inc. in June 2004.
  Page
            13
            of 18
 
 **Results
        of Operations**
 
 **The
        Three Months Ended October 31, 2005 vs. the Three Months Ended October 31,
        2004**
 
 For
        the
        quarter ended October 31, 2005, feature film revenues were $176,665 as compared
        to $69,697 for the quarter ended October 31, 2004. The increase of $106,968
        results primarily from increased revenue from distribution of the Company's
        feature film library and increased royalties from distribution of home video/DVD
        rights.
 
 Costs
        and
        expenses amounted to $276,422 for the quarter ended October 31, 2005 as compared
        to $144,274 during the quarter ended October 31, 2004. This increase of $132,148
        is primarily due to an increase in accruals for Guild residuals associated
        with
        the minimum guarantee royalties received by the Company during the reporting
        period from Lions Gate Films Inc., and payments made to Eclectic Filmworks
        according to the agreement from July 1, 2005 relating to the option payment
        received from New Line Cinema.
 
 The
        Company had a net loss of $98,832 for the quarter ended October 31, 2005
        as
        compared to the net loss of $74,587 for the quarter ended October 31, 2004.
        This
        increase of the net loss of $24,245 results primarily from an increase in
        Guild
        residuals and the payment made to Eclectic Filmworks that exceeded the increase
        in revenues.
 
 **The
        Six Months Ended October 31, 2005 vs. the Six Months Ended October 31, 2004**
 
 For
        the
        six month period ended October 31, 2005, feature film revenues were $272,878
        as
        compared to $135,891 for the six month period ended October 31, 2004. The
        increase of $136,987 results primarily from increased royalties on the Company's
        feature film library and increased royalties from distribution of home video
        & DVD rights.
 
 Costs
        and
        expenses increased to $461,637 for the six months ended October 31, 2005
        as
        compared to $333,143 during the six months ended October 31, 2004. This increase
        of $128,494 is primarily due to an increase in professional fees, accruals
        for
        Guild residuals associated with the minimum guarantee royalties received
        by the
        Company during the reporting period from Lions Gate Films Inc., and payments
        made to Eclectic Filmworks according to the agreement from July 1, 2005 relating
        to the option payment received from New Line Cinema.
 
 The
        Company had a net loss of $173,934 for the six month period ended October
        31,
        2005 as compared to net loss of $197,245 for the comparable period ended
        October
        31, 2004. This decreased net loss of $23,311 results primarily from an increase
        in film revenues, which was offset by increases in professional fees, Guild
        residuals and commission payment to Eclectic Filmworks regarding the New
        Line
        option payment.
 
 **Liquidity
        and Capital Resources**
 
 The
        Company's principal source of working capital during the three and six month
        periods ended October 31, 2005 was motion picture royalty income. The Company
        does not currently have sufficient working capital to fund its operations.
        If
        the Company fails to raise additional capital, increase revenues, or sell
        certain assets, the Company will, in all likelihood, be forced to significantly
        reduce its operations or liquidate.
 
 For
        the
        six months ended October 31, 2005, the Company's net cash flow provided by
        operating activities was $769,769 compared to net cash provided by operating
        activities of $137,172 during the comparable period in 2004. At October 31,
        2005, the Company had cash of $880,713 as compared to $159,087 at October
        31,
        2004. The increase in cash for the reporting period compared to the comparable
        period in 2004 was primarily due to the receipt of the $950,000 minimum
        guaranteed royalty payment pertaining to the Distribution Agreement with
        Lions
        Gate Films.
  Page
            14
            of 18
 
 **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 October 31, 2005 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 October 31, 2005, that materially affected, or is reasonably
        likely to materially affect, our internal control over financial
        reporting.
  
 **PART
        II - OTHER INFORMATION**
 
 **ITEM
        1.**  **LEGAL
        PROCEEDINGS**
 
 *Claim
        Against Michael Berresheim, Eric Ottens, et al.*
 
 On
        September 9, 2004, the Company filed suit in the Circuit Court of the 17th
        Judicial Circuit in and for Broward County, Florida, against Mr. Michael
        Berresheim, a former officer and director of the Company, Mr. Eric Ottens,
        and
        two company’s under the control of Messrs Berresheim and Ottens (Kings Road
        Entertainment, Inc., a Florida Corporation and Kings Road to Fame, Inc.).
        The
        suit filed by the Company, was seeking the return of money illegally obtained
        and converted from the Company, an accounting, and an injunction from further
        use of its trade name.
 
 Subsequent
        to this report, on April 18, 2006, the Court entered a final default judgment
        in
        favor of the Company, awarded damages in the amount of $332,534 and entered
        a
        permanent injunction requiring Berresheim to cease and desist all use of
        the
        name Kings Road in any capacity. The Court also issued a Writ of Execution
        on
        July 13, 2006, and the Defendant filed an appellate brief to appeal the judgment
        on October 25, 2006.
 
 Subsequent
        to this report, on March 19, 2007, this matter was resolved with the execution
        of a Settlement Agreement and Mutual General Release (see below: “Settlement of
        Certain Lawsuits and Entry into a Material Definitive Agreement“).
 
 *Claim
        on the Company from MBO Media GmbH*
 
 On
        March
        29, 2005, the Company received a communication from an attorney- representing
        MBO Media GmbH and its managing director Mr. Michael Berresheim (former director
        and officer of the Company) demanding the Company's repayment of leasing
        costs
        of 179,884 Euro for the video and film editing suite Avid Symphony V 2.0
        as
        allegedly paid by her client MBO Media GmbH (formerly MBO Musikverlags GmbH).
        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 counsel, who repudiated this claim on April 4, 2005.
        Subsequent to this report, this claim was included in the counterclaims filed
        by
        defendant Berresheim with his affirmative defenses filed on July 26, 2005
        (see
        above Claim against Michael Berresheim, Eric Ottens, et al.).
  Page
            15
            of 18
 
 Subsequent
        to this report, on March 19, 2007, this matter was resolved with the execution
        of a Settlement Agreement and Mutual General Release (see below: “Settlement of
        Certain Lawsuits and Entry into a Material Definitive Agreement“).
 
 *Shareholder
        Demand for Inspection of Company Records*
 
 On
        March
        30, 2005 the Company received a letter dated March 22, 2005 an attorney
        representing Kings Road Enterprises Corp. (formerly Parkland AG, an entity
        controlled by a former Director and Officer of the Company), seeking 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 , which states that the
        purpose of the demand and the inspection is (i) to make a determination as
        to
        the value of the Stockholder's stock in the Corporation, (ii) 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. The Company's counsel has complied with this
        demand.
 
 Subsequent
        to this report, on March 19, 2007, this matter was resolved with the execution
        of a Settlement Agreement and Mutual General Release (see below: “Settlement of
        Certain Lawsuits and Entry into a Material Definitive Agreement“).
 
 Settlement
        of Certain Lawsuits and Entry into a Material Definitive
        Agreement
 
 Subsequent
        to the period covered by this report, on March 19, 2007, the Company entered
        into a Settlement Agreement and Mutual General Release (the “Settlement
        Agreement”) with the following parties: MBO Musikverlags GmbH, a German limited
        liability company (“MBO Musikverlag”); 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
        Musikverlag, MBO Media, Tacitus, Fabulous/KREC/Parkland, KRFame, Florida
        and
        KREN Florida, including any affiliates, subsidiaries, parents and other entities
        controlled, directly or indirectly by Berresheim, (collectively the “Berresheim
        Entities”). A Settlement and Mutual Release was also concluded with Ms. Beate C.
        Mueller.
 
 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: 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 KRFame 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. 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.
  Page
            16
            of 18
 
 The
        foregoing event was reported in an 8-K filed on April 23, 2007
 
 **Other
        litigation**
 
 As
        of
        October 31, 2005, the Company was not aware of any pending claims or
        assessments, other than as described above or related to the matters 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**
 
 None
        in
        the three month period ending October 31, 2005.
 
 **ITEM
        3.**  **DEFAULTS
        UPON SENIOR SECURITIES**
 
 None
 
 **ITEM
        4.**  **SUBMISSION
        OF MATTERS TO A VOTE OF SECURITY HOLDERS**
 
 No
        matters were submitted to security holders for a vote as of October 31,
        2005.
 
 **ITEM
        5.**  **OTHER
        INFORMATION**
 
 None
 
 **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.
  Page
            17
            of 18
  **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:
                  July 17, 2008
              By:
              /s/
                  Philip HolmesPhilip
                  Holmes, President
 
 Page
            18
            of 18