0001104659-07-042437.txt : 20070523 0001104659-07-042437.hdr.sgml : 20070523 20070523161816 ACCESSION NUMBER: 0001104659-07-042437 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070523 DATE AS OF CHANGE: 20070523 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ASHFORD CAPITAL CENTRAL INDEX KEY: 0001164699 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 15662 COMMERCE LANE CITY: HUNGINTON BEACH STATE: CA ZIP: 92649 MAIL ADDRESS: STREET 1: 15662 COMMERCE LANE CITY: HUNIGTON BEACH STATE: CA ZIP: 92649 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: KINGS ROAD ENTERTAINMENT INC CENTRAL INDEX KEY: 0000773588 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 953587522 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37118 FILM NUMBER: 07874152 BUSINESS ADDRESS: STREET 1: 468 N. CAMDEN DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 BUSINESS PHONE: (310) 278-9975 MAIL ADDRESS: STREET 1: 468 N. CAMDEN DRIVE CITY: BEVERLY HILLS STATE: CA ZIP: 90210 SC 13D/A 1 a07-15061_1sc13da.htm SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Kings Road Entertainment, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

835455 10 6

(CUSIP Number)

Philip Holmes
President
Kings Road Entertainment, Inc.
468 N. Camden Drive
Beverly Hills, California 90210

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

May 10, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 835455 10 6

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Ashford Capital, LLC 33-0854817

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			x

	3.	SEC Use Only

	4.	Source of Funds (See Instructions) OO

	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o

	6.	Citizenship or Place of Organization Ashford Capital, LLC is organized under the laws of California.

Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 0

			8.	Shared Voting Power 0

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person Ashford Capital, LLC owns: None.

	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

	13.	Percent of Class Represented by Amount in Row (11) Not applicable.

	14.	Type of Reporting Person (See Instructions) OO

Item 1.	Security and Issuer
This schedule relates to the disposition of beneficial ownership of common stock, $0.01 par value per share, of the Issuer whose principal executive office is located at 468 N. Camden Drive, Beverly Hills, California 90210.

Item 2.	Identity and Background
(a)	This schedule is being filed on behalf of Ashford Capital, LLC, a California limited liability company. Ashford Capital, LLC is a business consulting service provider. Frank Kavanaugh and Michael Read are managing directors of Ashford Capital, LLC.
(b)	The principal business office address of Ashford Capital, LLC is 1301 Dove Street, Suite 800, Newport Beach, California 92660.
(c)	Mr. Kavanaugh and Mr. Read work as business consultants for Ashford Capital, LLC.
(d)	None of Ashford Capital, LLC, Mr. Kavanaugh nor Mr. Read has, during the past five years, been convicted in any criminal proceeding.
(e)	None of Ashford Capital, LLC, Mr. Kavanaugh nor Mr. Read has, during the past five years, been a party to a civil proceeding before a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violation of, prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Mr. Kavanaugh and Mr. Read are United States citizens.

Item 3.	Source and Amount of Funds or Other Consideration
	On April 17, 2007, Ashford Capital, LLC acquired 4,700,000 shares of the Issuer’s common stock via an initial purchase from the Issuer for an aggregate of $300,000. On May 10, 2007, Ashford Capital, LLC entered into a Rescission Agreement to return the shares of common stock to the Issuer and the Issuer agreed to return the aggregate consideration to Ashford Capital, LLC.

Item 4.	Purpose of Transaction
	On April 17, 2007, Ashford Capital, LLC acquired 4,700,000 shares of the Issuer’s common stock for long-term investment purposes pursuant to the Securities Purchase Agreement dated March 1, 2007, between the Issuer and Ashford Capital, LLC. On May 4, 2007, Ashford Capital, LLC and the Issuer agreed to rescind the Securities Purchase Agreement and, subsequently, on May 10, 2007, entered into a Rescission and Mutual Release Agreement. Under the terms of the Rescission and Mutual Release Agreement, Ashford Capital, LLC agreed to return 4,700,000 shares of the Issuer’s common stock to the Issuer, and the Issuer agreed to return to Ashford Capital, LLC $300,000, representing reimbursement for the purchase price of the aforementioned stock.

Item 5.	Interest in Securities of the Issuer
(a)	N/A
(b)	N/A
(c)	N/A
(d)	N/A
(e)	N/A

Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Ashford Capital, LLC and the Issuer are parties to the Rescission and Mutual Release Agreement.

Item 7.	Material to Be Filed as Exhibits
10.1	Rescission and Mutual Release Agreement between the Company and Ashford Capital, LLC, dated May 10, 2007 (filed herewith).

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	May 23, 2007
	Date
	/s/ Michael Read
	Signature
	Michael Read, Managing Director
	Name/Title

EX-10.1 2 a07-15061_1ex10d1.htm EX-10.1

EXHIBIT 10.1

RESCISSION AND MUTUAL RELEASE AGREEMENT
BETWEEN
KINGS ROAD ENTERTAINMENT, INC. & ASHFORD CAPITAL, LLC

This Rescission and Mutual Release Agreement (hereinafter referred to as “Agreement”), is made and entered into this ____day of May, 2007, by and between KINGS ROAD ENTERTAINMENT, INC., (herein referred to as “KREN”), which maintains a business address at 468 N. Camden Drive, Beverly Hills, CA 90210, and ASHFORD CAPITAL, LLC., (herein referred to as “Ashford Capital”), which maintains a business address at 19200 Von Karman Ave., Suite 600, Irvine, CA 92612, and, each and all of which are referred to from time to time as the “Parties,” as follows:

RECITALS

WHEREAS, on or about March 1, 2007 the Parties executed a Stock Purchase Agreement (the “SPA”) between the Board of Directors of KREN and the Manager of Ashford Capital, whereby Ashford Capital was to purchase four million seven hundred thousand (4,700,000) shares of 144 restricted stock of KREN for the consideration of $300,000. A copy of the SPA is attached hereto as Exhibit A and by this reference made a part of this Agreement;

WHEREAS, on or about May 4, 2007 the Parties agreed to rescind the SPA and enter into a mutual release and rescission of the agreement; and

WHEREAS, it is the desire of the Parties to this Agreement to fully and finally settle the disputes between them including any and all claims arising from the transaction embodied in the SPA, subject only to the terms and conditions set forth in this Agreement. This Agreement does not constitute an admission of liability or concession of the merit of any claims by any party but is entered into by and between the Parties herein solely for the purposes of settling disputed claims and to avoid the expense and uncertainty of potential litigation.

NOW, THEREFORE, in consideration of the recitals contained herein, and based upon the following promises and consideration, it is hereby agreed as follows:

1. Consent to Rescission. The Parties hereby consent to and agree to rescind that certain Stock Purchase Agreement between them, a copy of which is attached as Exhibit A.

2. Disposition of Consideration Received.

a. Ashford Capital shall: (1) return the 4,700,000 shares of KREN common stock purchased pursuant to the SPA; and (2) deliver to KREN a stock power, with gold medallion signature, for the certificate transferred.

b. KREN shall return to Ashford Capital, through wire transfer, $300,000 (USD), representing the reimbursement for the purchase price of the aforementioned stock.

3. Party Warranties and Representations. Each party warrants that is has full authority to make the above-described mutual general release of all claims. Each party warrants that it has not assigned its claims against any party hereto to anyone else.

4. Surrender of Rights. Each party desires to extend the release as fully as possible as between themselves and to expressly waive any limitation on the effect of said release as set forth in section 1542 of the California Civil Code, or any other provisions of law, which may limit the effectiveness of the release. Section 1542 of the California Civil Code provides:

“Section 1542. A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

5. Escrow. The Parties agree to select a mutually agreeable third party to act as escrow holder (“Escrow Holder”) and to effect the exchange contemplated by this Agreement. The Escrow Holder will act according to the terms of the Escrow Instructions. A copy of this Escrow Instructions are attached hereto as Exhibit B and by this reference made a part of this Agreement.

6. Destruction of Proprietary and Confidential Materials. Each party to this Agreement shall return and destroy all proprietary or confidential information received from the other party during the course of the negotiations and discussions concerning the SPA.

Miscellaneous Provisions

7. Each party to this Agreement Agrees to do all things necessary or convenient to carry out and effectuate the terms of this Agreement.

8. This Agreement is the entire agreement between the Parties and supercedes all prior or contemporaneous agreement or understandings. Any modifications to this Agreement must be in writing and signed by all Parties. This Agreement shall not be construed against any party due to the party’s participation in the drafting of the Agreement.

9. In the event a lawsuit is brought to enforce the terms of this Agreement, the prevailing party shall be entitled to an award of reasonable attorney’s fees and costs.

10. This Agreement shall be governed by the laws of the State of California, in the County of Orange.

11. The section headings are for the convenience of the Parties, and do not limit the provisions of this Agreement.

12. This Agreement may be executed in counterparts, and when each party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original and, when taken together with other singed counterparts, shall constitute one Agreement which shall be binding upon and effective as to all Parties. The Parties agree to accept as original signatures those signed copies of this Agreement executed and received by telefax, e-mail, or as a scanned document.

13. The terms, covenants and conditions of this Agreement shall be binding upon and inure to the benefit of the heirs, successors and assigns of the Parties.

Executed on May 10, 2007.

	KINGS ROAD ENTERTAINMENT, INC.
	By:	/s/ Philip Holmes
		Philip Holmes, CEO

	ASHFORD CAPITAL, LLC
	By:	/s/ Frank Kavanaugh
		Frank Kavanaugh, Managing Director

Under the Securities Exchange Act of 1934 (Amendment No. 1)*

Signature

Under the Securities Exchange Act of 1934
(Amendment No. 1)*