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) December 15, 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 December 15, 2014, the Company entered into an Executive Services Agreement with Harrison Smith and Felissa Rose (individually “Smith” and “Rose”). Pursuant to the terms of the agreement, Smith and Rose will become co-heads of the Company’s Independent Genre Film Development with each to be billed separately as Head of Independent Genre Film Development. The agreement becomes effective when the Company completes an equity investment of at least $1,000,000 for the film Love Bites no later than July 31, 2015. As compensation for the their services, the Company agreed to issued to each of Smith and Rose 25,000 shares of the Company’s common stock when it becomes effective.


The foregoing description of the Executive Services Agreement does not purport to be complete and is qualified in its entirety by the Executive Services Agreement, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1 which is incorporated herein by reference.


ITEM 5.02.

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


Effective as of December 15, 2014, the Board of Directors of Brick Top Productions, Inc. (the “Company”), appointed entertainment industry veteran, Robert Ortiz to its Board of Directors. In consideration for his services, the Company has agreed to issue Ortiz 50,000 shares of its common stock for every year of service to the Board, commensurate with the compensation of other non-employee directors of the Company.


ITEM 7.01.

REGULATION FD DISCLOSURE.


On December 15, 2014 the Company issued a press release regarding the appointment of Robert Ortiz to its Board of Directors and on December 17, 2014, the Company issued a press release regarding entry into an executive services agreement. The press release is attached hereto as Exhibit 99.1 and incorporated herein by this reference.


The information contained in these press releases attached hereto as Exhibits 99.1 and 99.2 is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.


ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS


Item

Description

10.1

Brick Top Chief Development Executive Services Agreement

99.1

Press Release dated December 15, 2014 (furnished herewith)

99.2

Press Release dated December 17, 2014 (furnished herewith)




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: December 17, 2014

Brick Top Productions, Inc.


BY:      /s/ Alexander Bafer                                     

Alexander Bafer, Chief Executive Officer




 







EXHIBIT INDEX


Item

Description

10.1

Brick Top Chief Development Executive Services Agreement

99.1

Press Release dated December 15, 2014 (furnished herewith)

99.2

Press Release dated December 17, 2014 (furnished herewith)


Exhibit 10.1


BRICK TOP PRODUCTIONS EXECUTIVE SERVICES AGREEMENT


1.

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


 

a.

    “Agreement” means this Brick Top Production Agreement.

 

b.

    “Company” means Brick Top Productions, Inc. or its successor entity.

 

c.

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

 

d.

    "Project" means the proposed film Love Bites controlled by Rose and Smith.

 

e.

    “Rose” means Felissa Rose Miller.

 

f.

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

 

g.

    "Smith" means B. Harrison Smith.

 

h.

    “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 $1 million of equity investment (on terms approved by Rose and Smith) for the Project by no later than July 31, 2015.


3.

Services of Rose and Smith.  During the Term, Rose and Smith shall render non-exclusive services as Co-Heads of Independent Genre Film Development for Company (the “Services”).  Each may be billed as Head of Independent Genre Film Development.  As such, Rose and Smith shall advise the Company on independent genre film projects that it acquires (or is considering acquiring).


4.

Consideration .  Upon satisfaction of the Condition Precedent, Company will grant to each of Rose and Smith 25,000 shares of Company common stock.  Rose and Smith shall each be responsible for paying income tax on the value of such shares on the date of satisfaction of the Condition Precedent.


5.

Non-Exclusivity .  Rose and Smith 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 them for such services shall be for their own account.  Rose and Smith shall have the right to control the manner and means of providing the Services, and they shall be independent contractors with respect to Company.


6.

Expense Reimbursement .  During the Term, Company shall reimburse Rose and Smith for expenses they incur in connection with rendering the Services at Company’s request (such as travel requested by the Company).


7.

Governing Law and Jurisdiction .  This Agreement shall be governed and construed in accordance with the laws of Florida (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 Palm Beach County, Florida.  The prevailing party in any litigation shall be entitled to reimbursement of all costs and legal fees incurred in connection with the litigation.


8.

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.


9.

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




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


DATE: December 15, 2014


 

BRICK TOP PRODUCTIONS, INC.

 

 

 

 

 

 

 

By:

/s/ Alexander Bafer

 

Print Name:

Alexander Bafer

 

Title:

Chief Executive Officer

 

 

 

 

 

 

 

/s/ Felissa Rose Miller

 

Felissa Rose Miller

 

 

 

 

 

/s/ B. Harrison Smith

 

B. Harrison Smith






Exhibit 99.1


FOR IMMEDIATE RELEASE


December 15, 2014


For further information contact:

Kimberly Mulloy, Public Relations

kmulloy@bricktopproductions.com

(561) 826-9307


BRICK TOP PRODUCTIONS APPOINTS

ROBERT ORTIZ TO ITS BOARD OF DIRECTORS


Brick Top Productions, Inc. (OTCQB:BTOP), representing the newest thinking in entertainment industry profitability, and known for its award winning, heart pounding entertainment, is pleased to announce that it has appointed Robert "Rob" Ortiz to its Board of Directors.


Robert Ortiz, the industry veteran who has worked on such Academy Award winning films as Slingblade and Monster's Ball is one of the most innovative producers currently working in both film and television. As the Unit Production Manager on top rated NCIS: New Orleans , as well as Co-Producer of past box office hits like Texas Chainsaw Massacre 3D and Homefront , Ortiz knows how to create notable, and profitable, content.


Rob learned successful filmmaking and television production from some of the best in the business.  His IMDB page spans twenty years and myriad accomplishments.  As the head of Extra Crispy Films, Rob has been responsible for helping to produce some of the most noted content in the industry.  He brings a skill set to the Board that dovetails well with the other members.  


Alexander Bafer, CEO of Brick Top, commented, "Nobody in the industry balances the creative and business processes as well as Rob does.  He knows how to produce great content that is exceedingly profitable.  I am excited to add his voice to our Board meetings."  


Mr. Ortiz added, "Brick Top's management team has a great blend of creative talent and business acumen.  I can't wait to help them produce quality films and other content."  


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 Robert Ortiz, please visit www.imdb.com/name/nm0651249/.  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

December 17, 2014


For further information contact:

Kimberly Mulloy, Public Relations

kmulloy@bricktopproductions.com

(561) 826-9307


BRICK TOP PRODUCTIONS ENTERS INTO EXECUTIVE SERVICES AGREEMENT

WITH HARRISON SMITH AND FELISSA ROSE


Brick Top Productions, Inc. (OTCQB:BTOP), representing the newest thinking in entertainment industry profitability, and known for its award winning, heart pounding entertainment, is pleased to announce that it has entered into an Executive Services Agreement with Harrison Smith and Felissa Rose.


Producer / Director Harrison Smith is well-known in the horror genre.  He has worked with Academy Award nominee Eric Roberts and Academy Award winner Cloris Leachman as well as Billy Zane, Dee Wallace, Danielle Harris, Mischa Barton and many others. Through his production company, Class of '85, Smith has had remarkable success with independent genre films.  Most recently, he produced and directed Zombie Killers: Elephant's Graveyard which was acquired by Anchor Bay Entertainment and Red Sea Media. It is set for wide release in February 2015 and is expected to be a box office winner.


Legendary Actress / Producer Felissa Rose has been transforming the horror genre since she pioneered the role of Angela in the cult classic Sleepaway Camp series.  After attending NYU's Tisch School of the Arts, Felissa appeared in countless movies, turning more recently to production of film and television content.  A talented fan favorite on both sides of the screen, Felissa brings incredible buzz to her projects.


Smith and Rose join Brick Top as co-Heads of Independent Genre Film Development, subject to the Company's funding of their project, Love Bites, based on the best-selling book by famed horror actress Adrienne Barbeau ( The Fog, Creepshow, Swamp Thing, Escape From New York ) .  Together with Brick Top, they expect to take the popular novel and rework it into a feature length film. Based on its popularity, we expect Love Bites to be another box office success.


Alexander Bafer, CEO of Brick Top, commented, "We're excited to work with Harrison and Felissa.  Their talent, professionalism and work ethic is reflected in each of their projects.  Their quality productions are extremely popular with viewers and are on par with the best in the business."  


Mr. Smith added, “We are thrilled to be working with this stellar group. We plan a slate of films that we expect to be creative and commercial successes as we expand this division of Brick Top."


For more information on Brick Top and its subsidiaries, please visit www.bricktopproductions.com and www.highfiveentertainment.net .  For more information on Harrison Smith, please visit www.class85.com.  For more information on Felissa Rose, please visit www.felissarose.com . Brick Top’s most recent regulatory filings and financial information can also be found on the SEC’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.