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As Of Filer Filing For·On·As Docs:Size Issuer Agent 4/26/07 Ashford Capital SC 13D 1:42K Kings Road Entertainment Inc Merrill Corp-MD/FA |
Document/Exhibit Description Pages Size 1: SC 13D General Statement of Beneficial Ownership HTML 33K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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)
(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 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).
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CUSIP No. 835455 10 6 |
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1. |
Names of Reporting Persons. I.R.S. Identification
Nos. of above persons (entities only) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
o |
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(b) |
x |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power
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9. |
Sole Dispositive Power
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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12. |
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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Item 1. |
Security and Issuer |
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This schedule relates to the acquisition 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. |
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Item 2. |
Identity and Background |
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(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. |
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(b) |
The principal business office address of Ashford Capital, LLC is 1301 Dove Street, Suite 800, Newport Beach, California 92660. |
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(c) |
Mr. Kavanaugh and Mr. Read work as business consultants for Ashford Capital, LLC. |
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(d) |
None of Ashford Capital, LLC, Mr. Kavanaugh nor Mr. Read has, during the past five years, been convicted in any criminal proceeding. |
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(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. |
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(f) |
Mr. Kavanaugh and Mr. Read are United States citizens. |
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Item 3. |
Source and Amount of Funds or Other Consideration |
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Ashford Capital, LLC acquired the shares of common stock via an initial purchase from the Issuer in exchange for an aggregate of $300,000. |
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Item 4. |
Purpose of Transaction |
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The acquisition of the common stock described herein was for long-term investment purposes. Pursuant to the Securities Purchase Agreement between the Issuer and Ashford Capital, LLC, dated March 1, 2007, the Issuer agreed to put a vote before its shareholders to approve a restatement of its Certificate of Incorporation to eliminate the requirement of a classified board of directors, increase the number of authorized shares of common stock to 100,000,000, and authorize 100,000 shares of Preferred Stock. |
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Item 5. |
Interest in Securities of the Issuer |
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(a) |
Ashford Capital, LLC is the beneficial owner of 4,700,000 shares, or 44.7%, of the outstanding common stock of the Issuer as of April 23, 2007. Mr. Frank Kavanaugh and Mr. Michael Read are the managing directors of Ashford Capital. |
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(b) |
Mr. Kavanaugh has sole power to vote and dispose of 4,700,000 shares of common stock of the Issuer. |
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(c) |
N/A |
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(d) |
N/A |
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(e) |
N/A |
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
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Ashford Capital, LLC and the Issuer are parties to the Securities Purchase Agreement. |
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Item 7. |
Material to Be Filed as Exhibits |
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10.1 |
Securities Purchase Agreement between the Company and Ashford Capital, LLC, dated March 1, 2007 (included as Exhibit 10.2 to Form 8-K filed April 23, 2007, and incorporated herein by reference). |
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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.
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Date |
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/s/ Michael Read |
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Signature |
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Michael Read, Managing Director |
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Name/Title |
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| This ‘SC 13D’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 4/26/07 | |||
| 4/23/07 | 3, 8-K | |||
| 4/17/07 | 3 | |||
| 3/1/07 | ||||
| List all Filings | ||||