8-K

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): May 9, 2008

Platinum Studios, Inc.

(Exact name of registrant as specified in its charter)

California (State or other jurisdiction of incorporation) 333-145871 (Commission File Number) 20-5611551 (IRS Employer Identification No.)

11400 W. Olympic Blvd., 14th Floor, Los Angeles, CA 90064

 (Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code: (310) 807-8100

Copies to:

Gregory Sichenzia, Esq.

Marcelle S. Balcombe, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32nd Floor

New York, New York 10006

Phone: (212) 930-9700

Fax: (212) 930-9725

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 (17 CFR 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))

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Item 1.01 Entry into a Material Definitive Agreement.

Platinum Studios, Inc. (the “Company” or “Platinum”) and Hyde Park Entertainment, Inc. (“HPE”) have entered into an agreement (the “Agreement”) to co-produce the motion picture entitled “Dead of Night” (the “Picture”). The Picture is based on the screenplay written by Thomas Dean Donnelly and Joshua Oppenheimer (the “Screenplay”), which is based on the comic book series “Dylan Dog.” The Company has the exclusive rights to acquire the Screenplay and all the characters, settings, worlds, designs, illustrations and storylines contained in the Screenplay (the “Property”) from Disney  subject to the reimbursement of Disney for certain costs incurred by Disney in connection with the Screenplay in the amount of $225,000 plus interest.   The funds for the  acquisition of such rights in the Screenplay will be includedin the budget of the Picture and the Company is not required to finance such purchase, independently

Pursuant to the terms of the Agreement, HPE agreed to arrange financing of the Picture subject to its approval of the final screenplay, chain of title, budget, principal cast, key crew, director and principal locations. The budget for the film will include customary, arms-length third party costs, bond fee, contingency, third-party banking costs, a producer’s fee to Scott Mitchell Rosenberg Productions, Inc. (“SMRP”) (a loan-out corporation, owned by the Company’s CEO) of $250,000 (of which 50% is allocated to Ervin Rustemagic), a $500,000 producer’s fee to HPE and a rights fee to the Company and certain third-parties unaffiliated with the Company of $500,000 (of which 75% is payable to the Company and 25% is allocated to SAF B.V.) The Company is also entitled to a deferred rights fee of $562,500 and SMRP is also entitled to a deferred producer’s fee of $125,000.

Production of the Picture is scheduled to begin on or before September 30, 2008 (the “Outside Date”)..If  production has not started by the Outside Date and the Company receives written confirmation from the production lender that the financing is in the process of being completed then the Outside Date shall be extended for another 90days, after which date the  rights to the Property revert to the Company. If the rights revert to the Company and it enters into an agreement with Oceana to finance “Dead of Night” within one year of the reversion, the Agreement shall be reinstated.

The Company reserve the following rights for use and disposition: (A) publication rights, (B) non-picture related classic merchandise, (C) picture-related merchandising rights, and (D)interactive software game rights.

Item 7.01 Regulation FD Disclosure.

On May 12, 2008, the Company issued a press release concerning some of the matters discussed above. A copy of such press release is being furnished as Exhibit 99.1 to this current report on Form 8-K.

The information in this Item 7.01 of this current report on Form 8-K, together with the information in Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. Such information shall not be deemed incorporated by reference into any registration statement or other document filed with the SEC.

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Item 9.01 Financial Statements and Exhibits.

(c)   Exhibits.

Exhibit Number	Description
10.1	Letter Agreement dated January 10, 2008 between Platinum Studios, Inc. and HydePark Entertainment, Inc.
10.2	Letter Agreement dated January 10, 2008 between Platinum Studios, Inc. and HydePark Entertainment, Inc.
99.1	Press Release dated May 12, 2008

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SIGNATURES

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

	Platinum Studios, Inc.
Date: May 15, 2008	By:	/s/ Brian Kenneth Altounian
		Brian Kenneth Altounian
		President & Chief Operating Officer

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EX-10.1

EXHIBIT 10.1

As of January 10, 2008

Platinum Studios, Inc.

11400 West Olympic Blvd.

14th Flr.

Los Angeles, CA 90064

ATTN:  Scott Rosenberg

RE:           "DEAD OF NIGHT"

Gentlemen:

This will confirm the basic terms of the agreement between Platinum Studios ("Platinum") and Hyde Park Entertainment, Inc. ("HPE") with respect to the proposed theatrical motion picture presently entitled "DEAD OF NIGHT" (the "Picture"), as follows:

1.           The Picture shall be based on the screenplay "Dead of Night" (the "Screenplay"), written by Thomas Dean Donnelly and Joshua Oppenheimer ("Donnelly/Oppenheimer"), which Screenplay is based on the comic book series entitled "Dylan Dog" (the "Comic Book Series") created by Tiziano Sclavi ("Sclavi").  The Screenplay (as the same may be revised) and all the characters, settings, worlds, designs, illustrations and storylines contained within the Screenplay are sometimes collectively referred to herein as the "Property".  It is understood and agreed that the Property shall not include any characters, settings, worlds, designs, illustrations and/or storylines in the Comic Book Series except to the extent also included in the Screenplay, provided if a character, setting or world is described in the Screenplay, then the design or illustration thereof contained in the Comic Book Series shall also constitute part of the Property. Notwithstanding the foregoing, the generic use of creatures such as: zombies, werewolves, ghouls, ghosts and vampires and other dead and undead characters and the crimes committed between them or between them and humans and all of the generic human characteristics of their personalities and human activities in which they engage are not exclusive.

2.           Platinum represents and warrants that it owns the Rights (as defined in Paragraph 7 below) in and to the Property, subject only to reimbursing Disney for certain costs incurred by Disney in connection with the Screenplay in the amount of $225,000 (plus interest from 2001). This amount is to be budgeted and is not due or payable to Platinum and is not to be deducted from any amounts due Platinum. Platinum shall deliver the chain of title documentation relating to the Property to HPE concurrently with the execution of this Agreement.  Platinum represents and warrants that any prior agreements entered into by Platinum with respect to the Property, including the prior agreement with Arclight, have terminated, and Platinum shall indemnify HPE from any claim in respect thereof.

3.           HPE shall arrange for the financing of the Picture, subject to HPE approving the final screenplay, chain of title, budget, principal cast, key crew, director and principal locations.  The principal cast, director, budget and screenplay shall be subject to the mutual approval of HPE and Platinum, with HPE having the tie break.  For purposes of determining the budget for the Picture, the budget shall include customary, arms-length third party costs, bond fee, contingency, third party banking costs, a producer's fee to Scott Mitchell Rosenberg Productions, Inc. (SMRP) of $250,000 (of which 50%  is allocated to Ervin Rustemagic, subject to any advances or adjustments  paid by Rosenberg and/or Platinum to Rustemagic), a $500,000 producer's fee to HPE, and a rights fee to Platinum and third parties unaffiliated with Platinum ("Rights Holders") of $500,000 (of which seventy-five percent (75%) is payable to Platinum and twenty-five percent (25%) is allocated to SAF B.V.).  The budget shall be approximately $15 million, including bond, contingency and financing costs.  The Rights Holders shall be entitled to a deferred rights fee of $750,000 payable as provided for in Paragraph 6(c)(v) below (of which seventy-five percent (75%) is payable to Platinum and twenty-five percent (25%) is allocated to SAF B.V.).  Platinum represents that no more than seventy-five  percent (75%) of the rights fee or seventy-five percent (75%) of the deferred rights fee shall be paid directly or indirectly to, or on account of, Platinum or any of its affiliates or any individuals having an interest in Platinum. SMRP shall be entitled to a deferred producers fee of $250,000 payable as provided for in Paragraph 6(c)(iv) below (of which fifty percent (50%) is payable to SMRP and fifty percent (50%) is allocated to Ervin Rustemagic, subject to any advances or adjustments paid by Rosenberg and/or Platinum to Rustemagic). SMRP represents that no more than fifty  percent (50%) of the producer fee or fifty percent (50%) of the deferred producers fee shall be paid directly or indirectly to, or on account of, SMRP, or any of its affiliates or any individuals having an interest in SMRP (which deal will be negotiated separately from this agreement).

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4.           HPE will begin production of the Picture on or before September 30, 2008 (the "Outside Date"), subject to the production lender approving the chain of title to the Picture on or before January 31, 2008, and if the chain of title is not so approved by such date, the Outside Date shall be extended by the amount of time between January 31, 2008 and the date upon which the chain of title is approved.  If the production of the Picture does not begin prior to the Outside Date, then all Rights in the Property shall revert back to Platinum, provided that if production has not started by the Outside Date and Platinum has received written confirmation from the production lender that the financing is in the process of being completed, then the Outside Date shall be extended for an additional ninety (90) days to accommodate the closing of said financing.  If such Rights revert back to Platinum and Platinum enters into an agreement with Oceana to finance “DEAD OF NIGHT” within one (1) year after said reversion, then the terms of this Agreement shall be reinstated.

5.           With respect to distribution of the Picture, the following shall apply:

(a)           Foreign.  HPE (or its affiliate) shall be the exclusive foreign sales agent for the Picture for which it shall receive a ten percent (10%) sales fee (inclusive of any fees to subagents as opposed to fees to actual distributors), a marketing fee (to cover film markets) of $75,000 and direct accountable sales expenses not to exceed $250,000 (the marketing fee and sales expenses being part of the budget for the Picture).  A sales agency agreement in HPE's customary form (as approved by the production lender and financier) shall be entered into with respect to the Picture.  It is agreed that HPE shall not make any sales to affiliated buyers without Platinum's approval, and representatives of Platinum shall have access to HPE's sales offices/booths at markets at which the Picture is being sold.

(b)           Domestic.  The Picture shall be released by a major studio or a distribution affiliate or division thereof (e.g., Fox Searchlight, Focus Features) or mini-major (e.g., Lions Gate).  HPE shall use good faith efforts to arrange for the domestic distribution deal.  HPE shall receive a five percent (5%) override fee on the domestic distribution deal.

6.           The revenues from the exploitation of the Picture actually received by HPE (in a separate account for the Production at a mutually approved collection agent with Fintage House being pre-approved, it being understood that until the collection account agreement has been executed with the collection agent, all revenues received in respect of the Picture shall be deposited in a segregated HPE account) shall be allocated as follows (parties acknowledge that HPE will take no sales fee from any and all revenues associated with tax subsidies or government incentives):

(a)           Foreign Revenues.  HPE shall receive its sales fee and recoup its foreign sales expenses and costs referred to in Paragraph 5(a) above to the extent not included in the budget, provided that any additional expenses in excess of $250,000 have been approved by Platinum not to be unreasonably withheld, with the balance going into the "pot".

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(b)           Domestic Revenues.  HPE shall recoup its five percent (5%) override fee, with the balance going into the "pot".

(c)           The "pot" shall be allocated as follows:

(i)           First, to HPE until it has recouped the direct-out-of-pocket production costs of the Picture, plus any incurred unaffiliated third party interest, financing costs and other costs (bank charges, legal fees, etc.) paid to HPE's lenders, equity investors and other unaffiliated third party financiers.

(ii)           Second, to HPE in payment of an overhead fee to HPE and Platinum equal to ten percent (10%) of the direct cost budget of the Picture, which shall be allocated fifty percent (50%) to HPE and fifty percent (50%) to Platinum.

(iii)           Third, in payment of any residuals payable by HPE or its affiliates (including any reserves for said residuals) and any third party participations payable prior to "breakeven"

(iv)           Fourth, the next $2 million shall be allocated thirty-seven and one-half percent (37 1/2%) to the Rights Holders (in payment of their deferred rights fee), twelve and one-half percent (12 1/2%) to SMRP (in payment of its deferred producer's fee) and fifty percent (50%) to HPE.

(v)           The balance shall be allocated seventy percent (70%) to HPE and thirty percent (30%) to Rights Holders; provided, however, that third party creative participations payable after "breakeven" shall reduce Rights Holders' participation to a floor of twenty percent (20%).  HPE shall bear all third party financial participations from its share.  Third party creative participations shall be approved by Platinum, said approval not to be unreasonably withheld; provided, however, any participations payable to the principal cast and director, which are consistent with their prior deals, are deemed pre-approved.

7.           HPE shall acquire all Rights in the Property in all languages and media (now known or hereafter developed), including, without limitation, all live-action and/or animated motion picture, live-action and/or animated television ["free, pay, basic cable, satellite, etc."], radio, video cassette and disc, internet, rental and lending, and all allied, ancillary and subsidiary rights, including, without limitation, pay-per-view, video-on-demand, music publishing, soundtrack recording, prequel, sequel and remake rights, promotion and advertising rights (the "Rights"), in perpetuity, throughout the universe excepting only the Reserved Rights as defined and set forth in Exhibit "B"; provided that the Rights acquired in the Property hereunder shall not be exclusive with respect to those ancillary characters and settings identified in Exhibit "A" attached hereto (collectively, the "Non-Exclusive Elements").  All the elements of the Property not identified in Exhibit "A" shall be referred to as the "Exclusive Elements."  Platinum shall be entitled to exploit all Rights in the Non-Exclusive Elements outside the parameters of this Agreement and without any obligation to or restriction by HPE, provided that Platinum does not use the name of the Non-Exclusive Elements in connection with its exploitation thereof.  By way of example, Platinum shall be entitled to develop a motion picture based on any of the Non-Exclusive Elements without the consent or participation by HPE.

8.           The copyright in the Picture shall be owned by HPE.

9.           (a)           If the Picture is not made as a Canadian content picture, then the following shall apply.  Platinum shall designate one producer credit, one executive producer credit and two co-producer credits.  The co-producer credits shall be on screen and not included in paid advertising.  Platinum's producer credit shall be in second position to the producer credit accorded to Ashok Amritraj.  Platinum shall be entitled to a production credit which shall be shared with Ashok Amritraj's production credit, with Platinum in second position.  If the financier does not receive a logo credit on the screen, Platinum shall be entitled to an animated logo production credit which will follow the animated logo credit accorded to HPE.  If the financier does receive a logo credit on the screen, then Platinum's right to receive a logo credit on the screen shall be subject to the approval of the domestic distributor.  If Platinum is entitled to receive a logo credit on the screen, Platinum will, subject to the approval of the domestic distributor of the Picture, also be entitled to a “bug” or logo credit on all printed material immediately to the right or left of the HPE “bug” or logo credit. Except as provided, all credits are in the main title (if there are main title credits) and paid ad credits and tied in all respects (i.e. with respect to prominence, placement, excluded ads, etc.)

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(b)           If the Picture is made as a Canadian content picture, then the following shall apply.  Platinum shall designate one executive producer credit (Scott Mitchell Rosenberg).  Platinum's executive producer credits shall be in second position to the executive producer credit accorded to Ashok Amritraj.  If permitted by the Canadian content rules and regulations, Platinum shall be entitled to share a production type credit with Ashok Amritraj, with Platinum in second position, provided the form of such production credit, if allowed, under Canadian content rules and regulations shall be in a form permitted by such rules and regulations.  If the financier does not receive a logo credit on the screen, Platinum shall be entitled to an animated logo production credit which will follow the animated logo credit accorded to HPE, if allowed under Canadian content rules and regulations, and shall be in a form permitted by such rules and regulations. If the financier does receive a logo credit on the screen, then Platinum's right to receive a logo credit on the screen shall be subject to the approval of the domestic distributor.  If Platinum is entitled to receive a logo credit on the screen, Platinum will, subject to the approval of the domestic distributor of the Picture, also be entitled to a “bug” or logo credit on all printed material immediately to the right or left of the HPE “bug” or logo credit, if allowed under Canadian content rules and regulations, and shall be in a form permitted by such rules and regulations.. Except as provided, all credits are in the main title (if there are main title credits) and paid ad credits and tied in all respects (i.e. with respect to prominence, placement, excluded ads, etc.), if allowed, under Canadian content rules and regulations shall be in a form permitted by such rules and regulations.

(c)           HPE confirms that there will be no other production company credits or full Producer credits (other than those accorded to a financier, a lead actor or the director) without Platinum’s approval.

(d)           All other credits for the Picture shall be determined by HPE.

10.           (a)           If HPE elects, in its sole discretion, to produce a theatrical prequel/sequel or theatrical remake based on the Picture and/or the Property ("Subsequent Production"), then Platinum shall be a producer of each Subsequent Production (with the financial terms for the Subsequent Production that has a budget of at least ninety percent (90%) of the budget of the Picture being no less favorable to Platinum than the financial terms of this Agreement including the payment of any rights fee, and if the budget of the Subsequent Production is less than ninety percent (90%) of the budget for the Picture, then the floor of Platinum's producer's fee [and the rights fee] shall be reduced prorate (based on the ratio between the budget of the Subsequent Production to the budget of the Picture) to a floor of no less than fifty percent (50%) of Platinum's producer fee and the rights fee for the Picture).  The right to produce Subsequent Productions shall revert to Platinum if by the earlier of five (5) years after commencement of principal photography of the Picture (or the commencement of principal photography of any Subsequent Production) or four (4) years following the initial release of the Picture (or the release of any Subsequent Production) (the "End Date") HPE has not produced (i.e., starts principal photography) or committed to produce (and starts principal photography within six (6) months after the End Date) a Subsequent Production.  For avoidance of doubt, if HPE produces or commits to produce (and starts principal photography within six (6) months after the End Date) a Subsequent Production within five (5) years after release of the Picture or the release of any Subsequent Production, there shall be no reversion hereunder, and if there is a reversion, Platinum shall only have the right to base any further productions on the Property and not on the Picture or any Subsequent Production or incorporate any characters, materials or elements from the Picture or any Subsequent Production that are not contained in the Property.

(b)           With respect to sequential television productions (series, MOW's or mini-series), direct to video productions, internet productions, including websites and mobile productions based upon the Picture and/or the Property ("Sequential Productions"), if any Sequential Productions are produced or committed to be produced prior to the End Date (as it may be extended), then HPE and Platinum shall be 50/50 partners on such productions, with HPE and Platinum equally sharing all fees and participations (with third party participations "off the top"), it being understood that any rights fees in respect of such productions shall be borne by Platinum's 50% share.  With respect to financial and creative matters with respect to any Sequential Productions, HPE and Platinum shall have mutual approval thereof, except if any Sequential Production is based upon or incorporates elements from the Picture or any Subsequent Production, HPE shall have the final say in the event of any disagreement, and if any Sequential Production is not based upon or does not incorporate any elements from the Picture or any Subsequent Production, Platinum shall have the final say in the event of any disagreement.  It is understood and agreed, however, that where Platinum may have the final say, (a) Platinum will not invoke such right to proceed with a Sequential Production if HPE believes it will affect HPE's opportunity to produce a Subsequent Production, and (b) Platinum will not invoke such right to prevent a Sequential Production from occurring in order to delay such Sequential Production until after the End Date (as it may be extended) so as to deprive HPE of its participation therein.

11.           Any overbudget costs that are not advanced by the completion bond company shall be subject to the mutual approval of HPE and Platinum, with HPE having the tie breaker.

12.           The services of Platinum's representatives in connection with the Picture shall be on a non-exclusive basis and two (2) of Platinum's representatives shall be entitled to visit the set of the Picture for up to two (2) weeks and each of such representatives shall receive a first-class roundtrip airfare plus hotel accommodations and a reasonable per diem or three Platinum representatives shall be entitled to visit the set of the Picture with one representative able to visit the set for up to two (2) weeks and two (2) representatives able to visit the set for one (1) week each with one (1) Platinum representative receiving first-class roundtrip airfare plus hotel accommodations and a reasonable per diem and two (2) Platinum representatives receiving business-class roundtrip airfare plus hotel accommodations and a reasonable per diem.  The costs for the foregoing shall be subject to the budget of the Picture and the approval of the bond company.

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13.           Between HPE and Platinum, and to the extent HPE has consultation rights with the U.S. distributor of the Picture, HPE shall meaningfully consult with Platinum regarding the initial U.S. marketing campaign and initial release pattern, with HPE having the final say in this regard. Regarding the international release of the Picture, to the extent HPE has consultation rights with the applicable distributor, HPE shall meaningfully consult with Platinum regarding the international release pattern and the international marketing strategy of the Picture, with HPE having the final say in this regard.

14.           This Agreement shall not be assigned by either HPE or Platinum, except to an affiliated entity, or by HPE for purposes of financing the Picture and entering into distribution agreements relating thereto.

15.           Platinum and HPE intend to enter into a more formal agreement containing the terms set forth herein as well as such other terms as are customary in agreements of this nature.  HPE also intends to enter into an agreement with SMRP for the producing services of Scott Mitchell Rosenberg in connection with the Picture.  Unless and until execution of such more formal agreement and the agreement with SMRP, this will constitute a binding agreement between Platinum and HPE.

If the foregoing accurately sets forth our agreement, please so indicate by signing below.

Very truly yours,

HYDE PARK ENTERTAINMENT, INC.
By:	/s/ Ashok Amritraj
	Chairman

AGREED TO AND ACCEPTED:
PLATINUM STUDIOS
By:	/s/ Scott Mitchell Rosenberg

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EXHIBIT "A"

NON-EXCLUSIVE ELEMENTS

Corpus House

Big Al and Big Al's Body Shop

The generic use of zombies, werewolves and vampires and the crimes committed between them or between them and humans and all of the generic human characteristics of their personalities and human activities in which they engage are not exclusive.

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EXHIBIT "B"

RESERVED RIGHTS

The following rights are reserved to Platinum (the "Reserved Rights") for Platinum's use and disposition, subject to the provisions of this Agreement:

1.           Publication Rights.  The right to publish and distribute the comic books based on the Screenplay and the Comic Book Series and any "Subsequent Works" ("Comic Book Publication Rights"), and the right to copyright such publications in the name of Platinum.  In connection with such Comic Book Publication Rights, HPE shall give good faith consideration to permitting Platinum to utilize the HPE-created "key art" for the Picture and any subsequent production in connection with Platinum's exercise of the Comic Book Publication Rights, and if it agrees to do so, HPE and Platinum shall negotiate an appropriate fee/royalty to the Picture in consideration for HPE granting such permission, it being understood that the distributor of the Picture may have the right to approve of Platinum's use of the key art.  The Comic Book Publication Rights shall include comic books (of all sizes and dimensions), graphic novels, strips, pages, serializations, panels, art, books, posters, prints, cards, portfolios and limited and alternate edition versions of all of the above; such Comic Book Publication Rights shall be anywhere in the world, by any publisher, in any printed or in electronic delivery format, including but not limited to, comics on CD's or CD-ROM, internet, other electronic uses now known or hereafter devised, provided that such uses contain:  (i) non-moving images, or (ii) so-called "comic book style" animation (but, for the avoidance of doubt, such animation shall not be photorealistic, i.e., intended to look like live action) produced initially for the internet or wireless with each individual production not to exceed fifteen (15) minutes in length.  Notwithstanding the foregoing, HPE shall have the right, for the advertising and exploitation purposes granted to HPE under this Agreement, to use excerpts from the Screenplay, not to exceed the lesser of 5,000 words or ten percent (10%) of the Work, in order to produce and publish stories, synopses, excerpts and summaries of and from the Screenplay or any Motion Pictures based on the Screenplay, as serials or otherwise, and with or without illustrations by photographs, drawings or cartoons.

2.           Platinum's Reserved Merchandising Rights.

(a)           Non-Picture Related Classic Merchandise.  The exclusive right to exploit, manufacture, sell and/or distribute "Non-Picture Related Classic Merchandise" (as defined below).  For the purposes of this Agreement, "Non-Picture Related Classic Merchandise" shall be defined as all forms of merchandise based on the Screenplay or the Comic Book Series but which may not incorporate any element of the Picture not already contained in the Screenplay or the Comic Book Series and/or any element (including without limitation new characters) created by or for HPE in connection therewith (the "Film Elements").  Platinum shall be strictly prohibited from using any Film Elements in connection with, among other things, the manufacturing, selling, advertising and/or distribution of the Non-Picture Related Classic Merchandise without the express prior written approval of HPE.

(b)           Picture-Related Merchandising Rights.  The exclusive right to exploit, manufacture, sell and/or distribute "Picture-Related Merchandise" (as defined below).  For purposes of this Agreement, "Picture-Related Merchandise" shall be defined as all forms of merchandise based on any element of the Picture (and/or any Subsequent Production and/or any Sequential Production) (which is not already contained in the Screenplay or the Comic Book Series) and/or any element, including without limitation, new characters created by or for HPE in connection with the Picture, any Subsequent Production or any Sequential Production.

(c)           Interactive Software Game Rights.  Platinum's Reserved Merchandising Rights shall also include "Interactive Software Game" rights (as defined below) in and to the Screenplay, the Comic Book Series and/or the Picture, any Subsequent Production and/or any Sequential Production, which Interactive Software Games based on the Work may be manufactured, sold, distributed and exploited on any and all media upon which Interactive Software Games are played, whether now known or hereafter devised (including without limitation cartridge and disc based formats or transmitted wirelessly or on-line by download or on mobile devices).  "Interactive" shall be defined as any device or component that responds to the actions or input of a user.  "Game" shall be defined as any activity with a set of rules that govern interaction which is designed for the purpose of entertainment, whether played individually or with others.  "Software" shall be defined as a series of encoded instructions compiled in executable form in any programming language now available or hereinafter devised throughout the universe and specifically including instructions imbedded directly on silicon or other chipsets, which define the interactive operability of an activity.  "Interactive Software Games" shall be deemed to include the following (provided each is an "Interactive Software Game" as defined above): computer games, video and electronic games (including but not limited to home video games, pay-to-play standalone and multiplayer platform games), coin-operated games (but not slot machines), cartridge based hand-held games, cellular telephone games, flash games and shockwave games in any storage, delivery or transmission medium, whether now existing or hereafter developed, including without limitation, discs, tapes and other magnetic media, game cartridges and other read-only memory and electronic storage devices, CD-ROM, DVD, Blue-Ray and other optical storage devices, radio, television, videotext and other modes of direct or network transmission, digital encoding and streaming, broadband applications and web applications.

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EX-10.2

EXHIBIT 10.2

As of January 10, 2008

Platinum Studios

11400 West Olympic Blvd.

14th Flr.

Los Angeles, CA 90064

ATTN:  Scott Rosenberg

RE:           "DEAD OF NIGHT"

Gentlemen:

Reference is made to the agreement, dated as of January 10, 2008, between Platinum Studios ("Platinum") and Hyde Park Entertainment, Inc. ("HPE") (the "Agreement") with respect to the proposed theatrical motion picture presently entitled "DEAD OF NIGHT" (the "Picture").

Notwithstanding anything to the contrary in Paragraph 7 of the Agreement, Platinum and HPE have agreed that all the Interactive Software Game Rights (as defined in Exhibit "B" to the Agreement) and the Picture-Related Merchandising Rights (as defined in Exhibit "B" to the Agreement") shall be owned and controlled jointly by HPE and Platinum, and HPE and Platinum shall mutually agree upon how such rights are to be exploited.  On the condition that the production lender agrees to the following "separate pot", all revenues from the exploitation of the Picture-Related Merchandising Rights and the Interactive Software Game Rights shall be shared 50/50 between HPE and Platinum, with any third party payments (e.g., artist royalties) coming off the top.  The revenues from the Picture-Related Merchandising Rights and the Interactive Software Game Rights shall not be crossed with the revenues from the Picture or any Subsequent Production or any Sequential Production.  If the production lender for the Picture or any Subsequent Production or Sequential Production, as applicable,  does not agree to the foregoing, then all such revenues shall go into the "pot" referred to in Paragraph 6(c) of the Agreement and be accounted for as provided for therein.  The rights of HPE set forth in this paragraph shall continue beyond and shall not be cut off after the End Date (as defined in the Agreement).

HPE and Platinum acknowledge that as part of the financing of the Picture, Brash Entertainment ("Brash") may become an equity investor by the purchase of the electronic gaming rights to the Picture of an equity investment of US$2 million or more.  HPE and Platinum acknowledge that to the extent the Brash equity investment is not used for purposes of financing the costs of the Picture, then any excess, if any, shall go into the Interactive Software Game rights "pot" with the revenues split as indicated above.  For example, if the Brash equity investment is $2 million and $1.75 million of this amount is needed to finance the production of the Picture, only the additional $250,000 would go into the separate "pot".

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As set forth in the Agreement, as part of Platinum's Reserved Rights, Platinum will control all generic property licensing and merchandising rights ("Generic Rights"), but until the End Date (as defined in the Agreement), as it may be extended, HPE shall receive fifty percent (50%) of the Net Revenues derived therefrom.  For purposes of the foregoing, "Net Revenues" shall mean all revenues derived from the licensing and other exploitation of the Generic Rights after deduction of  a ten percent (10%) administration/distribution fee to Platinum and all third party royalties and similar creative participations.

If the foregoing accurately sets forth our understanding, please so indicate by signing below.

Very truly yours,
HYDE PARK ENTERTAINMENT, INC.
By:	/s/ Ashok Amritraj
	Chairman

AGREED TO AND ACCEPTED:
PLATINUM STUDIOS
By	/s/Scott Mitchell Rosenberg

8129.119 DN/kkm

May 13, 2008 418499.6

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EX-99.1

EXBHIT 99.1

Press Release Source: Platinum Studios, Inc.

Beloved Italian Comic Book ''Dylan Dog'' to Become Feature Film

Monday May 12, 9:00 am ET

Former Licensing and Merchandising Exec Who Launched Fox's ''The Simpsons'' and Sony's ''Spider-Man'' and ''Spider-Man 2'' to Handle Worldwide Licensing

LOS ANGELES--(BUSINESS WIRE)--Ashok Amritraj’s Hyde Park Entertainment Group and Platinum Studios Inc. (OTCBB:PDOS - News) have entered into an agreement for the co-production of the motion picture “Dead of Night” based on the best-selling Italian comic book series, ‘Dylan Dog’ created by Tiziano Sclavi. Published since 1986 by Sergio Bonelli Editore, the comic series has sold more than 56 million units worldwide and has been translated into 17 languages. The companies’ goal is for Dylan Dog to become a motion picture franchise.

Brandon Routh (‘Superman Returns’) is set to star as ‘Dylan’ – a private investigator who is drawn into the world of the undead.

Kevin Munroe (2007’s re-imagining of ‘Teenage Mutant Ninja Turtles’) will direct a script by Joshua Oppenheimer and Thomas Dean Donnelly (‘Sahara’).

Hyde Park chairman and CEO, Amritraj will produce alongside Platinum Studios’ chairman and CEO, Scott Mitchell Rosenberg, who brought the billion dollar “Men In Black” franchise to Sony. Platinum Studios’ Rich Marincic will co-produce and Hyde Park’s Patrick Aiello will executive produce. Former Universal Pictures senior executive Randy Greenberg of the Greenberg Group will executive produce. SAF Comics president, Ervin Rustemagic, will also executive produce.

Platinum Studios’ film and TV division has various other properties in development at major film studios, including “Atlantis Rising” at DreamWorks with Kurtzman/Orci (“Transformers”) set to produce, “Cowboys & Aliens” again at DreamWorks with Kurtzman/Orci partnering with Universal Pictures and Imagine Entertainment, and “Unique” at Walt Disney Pictures.

Al Ovadia & Associates has been hired by Platinum Studios and Hyde Park as worldwide agent for merchandising both the Picture and the comic book property. The company’s President, Al Ovadia, is the former head of both 20th Century Fox and Sony Pictures Entertainment Consumer Products. Ovadia has managed a number of the entertainment industry's successful merchandising programs including Fox’s global launch of The Simpsons, as well as Columbia Pictures' Spider-Man and Spider-Man 2 feature films.

About Platinum Studios, Inc.

Platinum Studios (OTCBB:PDOS) is an entertainment company that controls an international library of comic book characters from all over the world, which it adapts, produces and licenses for all forms of media including print, film, online, mobile/wireless, gaming, and merchandising. Platinum Studios' library contains more than 5,600 characters spanning a full range of genres and styles, and also includes properties such as www.DrunkDuck.com, the industry's preeminent webcomics community. Working with leading companies in the entertainment and new media sectors, Platinum believes it is well positioned to emerge as one of the front-runners in the creation of new content across all media platforms.

To learn more about the company and to sign up for our newsletter, please visit our website at http://www.platinumstudios.com/news/index.php.

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Platinum Studios Safe Harbor Statement

Matters discussed in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words "anticipate," "believe," "estimate," "may," "intend," "expect" and similar expressions identify such forward-looking statements. Although expected, actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein. These forward-looking statements are based largely on the expectations of Platinum Studios and are subject to a number of risks and uncertainties. These include, but are not limited to, risks and uncertainties associated with: the impact of economic, competitive and other factors affecting Platinum Studios and its operations; its markets, products, and distributor performance, the impact on the national and local economies resulting from terrorist actions, and U.S. actions subsequently, and other factors detailed in reports filed by Platinum Studios with the SEC.

Contact:

Platinum Studios, Inc.

Media Requests:

Randy Greenberg, 310-807-8140

Randy.Greenberg@platinumstudios.com

or

Investor Requests:

Thomas Becker, 702-478-7363

investors@platinumstudios.com

Source: Platinum Studios, Inc.

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