UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______________

FORM 8-K

______________


CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported) November 20, 2014


BRICK TOP PRODUCTIONS, INC.

 (Exact name of registrant as specified in its charter)


Florida

333-176093

26-4330545

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)


5550 Glades Road, Ste. 500, Boca Raton, Florida

33431

(Address of principal executive offices)

(Zip Code)


(561) 826-9307

 (Registrant’s telephone number, including area code)


Not Applicable

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


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


[_]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[_]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)

[_]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[_]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





ITEM 1.01.

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.


On November 20, 2014, the Company entered into an Executive Services Agreement with Mario Kassar, Producer and Executive Producer of world-wide blockbuster movies for over 30 years. Pursuant to the terms of the agreement, subject to a condition precedent, Mario Kassar will become the Chief Development Executive at Brick Top Productions. As the Chief Development Executive, Mr. Kassar will render non-exclusive services to the Company in providing advice on any film projects that the Company acquires or is considering acquiring. As can be gleaned from the attached agreement, the condition precedent is the Company procuring funding, by no later than March 30, 2015, of at least $4 million of equity investment (on terms approved by Mr. Kassar) for a project currently titled “Audition.”


ITEM 5.02.

DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.


Effective as of November 21, 2014, the Board of Directors of Brick Top Productions, Inc. (the “Company”), appointed three time Lumiere Award winner Jason Goodman to its Board of Directors. In consideration for his services, the Company entered into an agreement with Goodman issuing him 50,000 shares of common stock for every year of service to the Board.


ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS


Item

Description

10.1

Brick Top Chief Development Executive Services Agreement

99.1

Press Release dated November 21, 2014

99.2

Press Release dated November 24, 2014




SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Dated: November 24, 2014

Brick Top Productions, Inc.


BY:      /s/ Alexander Bafer                           

Chief Executive Officer




 







EXHIBIT INDEX


Item

Description

10.1

Brick Top Chief Development Executive Services Agreement

99.1

Press Release dated November 21, 2014

99.2

Press Release dated November 24, 2014


Exhibit 10.1


BRICK TOP CHIEF DEVELOPMENT EXECUTIVE SERVICES AGREEMENT


1.

Definitions .     All capitalized words used herein have the following meanings:


a.          “Agreement” means this Brick Top Chief Development Executive Agreement.


b.          “Audition” means a film project controlled by Kassar currently titled “Audition.”


c.          “Company” means Brick Top Productions Inc.


d.          “Condition Precedent” has the meaning set forth in Paragraph 2.


e.          “Kassar” means Mario Kassar.


f.          “Services” has the meaning set forth in Paragraph 3.


g.          “Term” means a period commencing on satisfaction of the Condition Precedent and continuing for one year.


2.

Condition Precedent .          A condition precedent to this Agreement (the “Condition Precedent”) is Company procuring funding of at least $4 million of equity investment (on terms approved by Kassar) for “Audition” by no later than March 30, 2015.


3.

Services of Kassar.           During the Term, Kassar shall render non-exclusive services as Chief Development Executive for the Company (the “Services”). In such capacity, Kassar shall advise the Company on any film projects that it acquires (or is considering acquiring).


4.

Rights of Last Refusal


a.

Company shall have a ten day right of last refusal to match the terms of any equity financing for works Kassar produces during the Term (based on the date of commencement of principal photography) that does not  include distribution rights (for example, Company will not have the right to match financing combined with distribution from a studio).


b.

Company shall have a ten day right of last refusal to match the terms of any equity financing for any derivative works (such as sequels) following the first theatrical film based on “Audition” that does not include distribution rights.   This right of last refusal shall be a “rolling” right that terminates if Company does not exercise this right as to any particular derivative work.


5.

Consideration . Upon satisfaction of the Condition Precedent,  Company will grant Mario 50,000 shares of Company common stock. Kassar shall be responsible for paying income tax on the value of such shares on the date of satisfaction of the Condition Precedent.


6.

Non-Exclusivity . Kassar shall have the right to render services to third parties during the Term, including, without limitation, acting as producer or executive producer on any films or acting as sales agent for films owned by third parties, and any compensation to him for such services shall be for his own account. Kassar shall have the right to control the manner and means of providing the Services, and he shall be an independent contractor with respect to Company.


7.

Expense Reimbursement . During the Term, Company shall reimburse Kassar for expenses he incurs in connection with rendering the Services at Company’s request (such as travel requested by the Company).


8.

Stroock. Stroock & Stroock & Lavan is representing solely Kassar in connection with this Agreement and the “Audition” investment, and is not representing the Company on any matters. Both parties acknowledge that Company paid a  retainer to Stroock on behalf of Kassar, and Kassar is aware of the potential conflict of interest such payment creates, has had the opportunity to discuss the matter with independent counsel, and waives any potential conflict based on such payment.


9.

Governing Law and Jurisdiction . This Agreement shall be governed and construed in accordance with the laws of California (without regard to its conflict of law principles), and the parties hereto hereby irrevocably submit to the non-exclusive jurisdiction of the federal or state courts in Los Angeles County, California. The prevailing party in any litigation shall be entitled to reimbursement of all costs and legal fees incurred in connection with the litigation.







10.

Entire Agreement . This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes any and all prior negotiations, term sheets, or agreements relating thereto. This Agreement may only be amended by a document executed by both parties hereto.


11.

Execution . This Agreement may be executed in counterparts and transmitted by facsimile or PDF copy, which combined shall constitute an original.


IN WITNESSETH WHEREOF, the parties hereto have executed this Agreement effective as of the date set forth below.


DATE:    11/20/14   


 

BRICK TOP PRODUCTION INC.

 

 

 

 

By:

/s/ Alexander Bafer

 

Print:

Alexander Bafer

 

Title:

CEO

 

 

 

 

/s/ Mario Kassar

 

MARIO KASSAR






Exhibit 99.1


FOR IMMEDIATE RELEASE


November 21, 2014


For further information contact:

Kimberly Mulloy, Public Relations

kmulloy@bricktopproductions.com

(561) 826-9307


BRICK TOP PRODUCTIONS APPOINTS

JASON GOODMAN TO ITS BOARD OF DIRECTORS


Brick Top Productions, Inc. (otcqb:BTOP), known for its innovative, award winning and heart pounding entertainment, is pleased to announce that it has appointed Jason Goodman to its Board of Directors.


Jason Goodman, the three time Lumiere Award winning Innovator of motion picture capture, Stereographer, Director of Photography, inventor and well-known speaker, is at the vanguard of modern filmmaking.


Having graduated from New York University's renowned Tisch Film School, Jason honed his familiarity with successful film projects during a flourishing run that started more than 20 years ago.  From Cannes Film Festival favorites to innovative brand campaigns, as the Chief Executive Officer of leading production company, 21st Century 3D, Jason has created an oeuvre as substantial as some of the other great cinematographers.  His advancements in the field of virtual reality and unmanned aerial cinematography are as ground breaking as they are well-documented.  He routinely speaks around the world about modernization and disruptive filming techniques.  As a Brick Top board member, he will bring this knowledge to the Company's upcoming projects and add cutting edge methods to Brick Top's filmmaking process.  


Alexander Bafer, leading Brick Top and its subsidiaries, commented, "Jason adds another ingredient to Brick Top's recipe for success.  Bringing intellectualism and pragmatism to our projects, Jason will help us lower costs and raise the quality of our feature length film and other projects."  


Mr. Goodman commented, "Alex and his incredible group at Brick Top are revolutionizing the business and art of filmmaking.  I knew I had to be a part of it and look forward to substantial success."  


Brick Top Productions represents the newest thinking in entertainment industry profitability.  Utilizing an amalgam of business philosophies from its impressive management team, Brick Top focuses on growth and efficiency.  Combining modern business strategy with old-fashioned industry experience, Brick Top is bringing together highly trained relative newcomers and entertainment industry stalwarts to create low risk, high profit and artistically acclaimed film projects.


For more information on Brick Top and its subsidiaries, please visit www.bricktopproductions.com and www.highfiveentertainment.net .  For more information on Jason Goodman, please visit www.21stCentury3d.com.  Brick Top’s most recent regulatory filings and financial information can also be found on the Securities and Exchange Commission’s website at www.sec.gov .


This press release 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 (the “Exchange Act”), and as such, may involve risks and uncertainties. These forward looking statements relate to, amongst other things, current expectation of the business environment in which the company operates, potential future performance, projections of future performance and the perceived opportunities in the market. The company’s actual performance, results and achievements may differ materially from the expressed or implied in such forward-looking statements as a result of a wide range of factors.



Exhibit 99.2


FOR IMMEDIATE RELEASE


November 24, 2014


For further information contact:

Kimberly Mulloy, Public Relations

kmulloy@bricktopproductions.com

(561) 826-9307


BRICK TOP PRODUCTIONS ENTERS AGREEMENT WITH MARIO KASSAR PRODUCER AND EXECUTIVE PRODUCER OF MOTION PICTURE WORLD-WIDE BLOCKBUSTERS FOR OVER 30 YEARS


Brick Top Productions, Inc. (OTCQB:BTOP) , announced today that it has entered into an Executive Services Agreement with Mario Kassar, producer and executive producer of world-wi de blockbusters for over 30 years. A major innovator in international motion picture productions, financing and distribution, Mario Kassar's decades of experience as both producer and executive producer of worldwide blockbusters can be characterized like his movies: action-packed. Kassar has released 36 motion pictures, which have been nominated for 16 Academy Awards. Renowned for his talent for green-lighting projects that go on to become worldwide blockbusters, Kassar served as Executive Producer of such hits as the Rambo films, Terminator 2: Judgement Day , Basic Instinct , Total Recall , Terminator 3: Rise of the Machines , Cliffhanger and Stargate , among others. In total, his films as producer and executive producer have grossed more than $3 billion (today's value) in worldwide theatrical box office. For more information on Mario Kassar, please visit www.mariokassar.com


Pursuant to the terms of the agreement, and the meeting of a contractual condition precedent, being the funding for the film “Audition”, a psychological horror-drama based on Ryu Murakami's best selling novel (as well as a film project controlled by Kassar), Mario Kassar will become Chief Development Executive responsible for providing advice on any film projects the company acquires or is considering acquiring.


Alexander Bafer, Brick Top's CEO said, "There is no human being on this planet better than Mario Kassar at making true Hollywood blockbusters.  I am honored with this opportunity to work with him".


About Brick Top Productions


For more information on Brick Top and its subsidiaries, please visit, www.bricktopproductions.com and www.highfiveentertainment.net. Brick Top’s most recent regulatory filings and financial information can also be found on the Securities and Exchange Commission’s website at www.sec.gov.



This press release 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 (the “Exchange Act”), and as such, may involve risks and uncertainties. These forward looking statements relate to, amongst other things, current expectation of the business environment in which the company operates, potential future performance, projections of future performance and the perceived opportunities in the market. The company’s actual performance, results and achievements may differ materially from the expressed or implied in such forward-looking statements as a result of a wide range of factors.