FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Gupta Anand

2. Date of Event Requiring Statement (MM/DD/YYYY)
11/12/2018 

3. Issuer Name and Ticker or Trading Symbol

Recall Studios, Inc. [BTOP]

(Last)        (First)        (Middle)

C/O RECALL STUDIOS,INC., 1115 BROADWAY,12TH FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Chief Financial Officer /

(Street)

NEW YORK, NY 10010       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Series X Preferred Stock   (1)   (2)   (2) Common Stock   7110000   (3) $0   D    

Explanation of Responses:
(1)  The reporting person holds 15,800 shares of Series X preferred stock.
(2)  Shares of Series X preferred stock are not currently convertible into common stock, but each share will automatically convert into shares of the issuer's common stock upon the effectiveness of a future amendment to the issuer's articles of incorporation that will effect a reverse stock split of the issuer's common stock or increase the authorized shares of the issuer's common stock, or a combination thereof, by an amount sufficient to enable the conversion of all of the issuer's issued and outstanding shares of Series X preferred stock.
(3)  Upon effectiveness of the future articles amendment, each share of Series X preferred stock will automatically convert into 450 shares of the issuer's common stock, with any fractional shares of Series X preferred stock being converted into a proportionate number of shares of the issuer's common stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Gupta Anand
C/O RECALL STUDIOS,INC.
1115 BROADWAY,12TH FLOOR
NEW YORK, NY 10010


Chief Financial Officer

Signatures
/s/ Anand Gupta 11/28/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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