S-1/A

As filed with the Securities and Exchange Commission on December 29, 2011

REGISTRATION NO. 333-176093

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1/A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BRICK TOP PRODUCTIONS, INC.

(Exact name of registrant as specified in its charter)

Florida	7812	26-4330545
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

433 Plaza Real, Suite 275

Boca Raton, Florida 33432

(561) 962-4175

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive officers)

Alexander Bafer

Chief Executive Officer

433 Plaza Real, Suite 275

Boca Raton, Florida 33432

(561) 962-4175

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

Clint J. Gage, Esq.

Roetzel&Andress

350 East Las Olas Blvd., Ste. 1150

Fort Lauderdale, FL 33301

(954) 462-4150

Approximate date of commencement of proposed sale to the public:  From time to time after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, check the following box.   x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x
(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Title of each class of Securities to be Registered(1)	Amount to be Registered		Proposed Maximum Offering Price Per Unit (2)		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common stock, par value $0.0001 per share	7,118,500	$	1.00	$	7,118,500	$	830.00*
Total				$	7,118,500	$	830.00*

(1)	This Registration Statement covers the resale by our selling shareholders of up to 7,118,500 shares of common stock previously issued to such selling shareholders.
(2)	The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o).
*	Previously paid.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed.  We may not sell these securities nor may offers to buy these securities be accepted until the registration statement filed with the Securities and Exchange Commission becomes effective.  This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 29, 2011

PROSPECTUS

BRICK TOP PRODUCTIONS, INC.

7,118,500 Share of Common Stock

The selling shareholders named in this prospectus are offering up to 7,118,500 shares of common stock offered through this prospectus.  We will not receive any proceeds from this offering and have not made any arrangements for the sale of these securities.  We have set an offering price for these securities of $1.00 per share.  We will use our best efforts to maintain the effectiveness of the resale registration statement, of which this prospectus is a part, from the effective date through and until all securities registered under the registration statement have been sold or are otherwise able to be sold pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”).

This is our initial public offering and no public market currently exists for our shares.  The initial public offering price for our common shares will be $1.00 per share. The Selling Shareholders will sell their shares at a price per share of $1.00 until our shares are quoted on the Over the Counter Bulletin Board (OTCBB) and thereafter at prevailing market prices or in privately negotiated transactions.  While we seek to have our shares quoted on the OTCBB there is no assurance that our shares will be approved for listing on the OTCBB or any other listing service or exchange.

The purchase of the securities offered through this prospectus involves a high degree of risk.  See the section of this Prospectus entitled "Risk Factors", beginning on page ___.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

The Date of This Prospectus Is:                    2011

Table of Contents

	Page
About this Prospectus	1
Cautionary Note Regarding Forward-Looking Statement	1
Prospectus Summary	1
Summary of Consolidated Financial Information	3
Risk Factors	3
Use of Proceeds	9
Determination of Offering Price	9
Dilution	9
Selling Shareholders	9
Plan of Distribution	11
Description of Business	12
Market for Common Equity and Related Stockholder Matters	14
Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Changes In and Disagreements with Accountants	17
Directors, Executive Officers, Promoters And Control Persons	17
Executive Compensation	18
Security Ownership of Certain Beneficial Owners and Management	19
Certain Relationships and Related Transactions	19
Description of Securities	19
Interests of Named Experts and Counsel	20
Available Information	20
Disclosure of Commission Position of Indemnification for Securities Act Liabilities	21
Dealer Prospectus Delivery Obligation	21
Index to Financial Statements	F-1

i

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the SEC using the SEC’s registration rules for a delayed or continuous offering and sale of securities. Under the registration rules, using this prospectus and, if required, one or more prospectus supplements, the selling stockholders named herein may distribute the shares of common stock covered by this prospectus. A prospectus supplement may add, update or change information contained in this prospectus.

As used in this prospectus, unless the context requires otherwise, “Brick Top Productions,” “Brick Top,” “we,” “us,” “our” and the “Company” refers to Brick Top Productions, Inc., a Florida corporation, and where applicable, its direct and indirect wholly owned subsidiaries.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Information contained in this prospectus contains “forward-looking statements.” These forward-looking statements are contained principally in the sections titled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” and are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend” or “project” or the negative of these words or other variations on these words or comparable terminology.

The forward-looking statements herein represent our expectations, beliefs, plans, intentions or strategies concerning future events, including, but not limited to: our future financial performance; the continuation of historical trends; the sufficiency of our cash balances for future needs; our future operations; the relative cost of our operation methods as compared to our competitors; new production projects, entry and expansion into new markets; achieving status as an industry leader; our competitive advantages over our competitors; brand image; our ability to meet market demands; the sufficiency of our resources in funding our operations; our intention to engage in mergers and acquisitions; and our liquidity and capital needs.

Our forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that any projections or other expectations included in any forward-looking statements will come to pass. Moreover, our forward-looking statements are subject to various known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. These risks, uncertainties and other factors include but are not limited to:  the risks of limited management, labor and financial resources; the risks generally associated with develop stage companies; our ability to establish and maintain adequate internal controls; our ability to obtain a listing on the OTCBB and maintain a market in our securities; and our ability obtain financing, if and when needed, on terms that are acceptable.

Except as required by applicable laws, we undertake no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

PROSPECTUS SUMMARY

Our Company

We are a Florida corporation engaged in the business of financing, producing and distributing feature films and television series.  Our initial project, and sole project to date, is a television pilot named The Doorman, which was written, directed, and produced by Nicolas Turturro.  

We are a development stage company with limited financial resources. We have not established or attempted to establish a source of equity or debt financing. Our auditors included an explanatory paragraph in their Report on our Financial Statements stating “the Company has a deficit accumulated during the development stage at December 31, 2010 and had a net loss and net cash used in operating activities for the year then ended, respectively with no revenue earned since inception, all of which raise substantial doubt about the Company’s ability to continue as a going concern.” We have sustained net losses of $160,504 for the year ended December 31, 2010, net losses of $354,362 for the period from February 20, 2009 (inception) through December 31, 2009, and net losses of $286,319 for the nine months ended September 30, 2011.

We are not a blank check company, and we have no current intention of engaging in any merger or acquisition. There have been no discussions concerning a merger of any kind, and we have not authorized anyone to have any preliminary discussions on our behalf.

Our executive offices are located at 433 Plaza Real, Suite 275, Boca Raton, Florida 33432 and our telephone number is 561-962-4175.

1

Corporate History

We were incorporated on February 20, 2009, in the State of Florida, under the name York Entertainment, Inc.  On October 5, 2010, we amended our articles of incorporation to change our name to Brick Top Productions, Inc.

We own a 60% equity interest in York Productions, LLC, a Florida limited liability company through which we developed The Doorman project.  The remaining 40% equity interest in York Productions, LLC is held by Nicolas Turturro.

The Offering

This prospectus relates to the resale from time to time by the selling stockholders identified in this prospectus of 7,118,500 shares of our common stock, par value $0.0001 per share, of which  shares were issued to certain of the selling stockholders in  a series of separate private placements.  No shares are being offered for sale by our Company.

Common stock offered by selling security holders	7,118,500 shares of common stock.
Common stock outstanding before the offering	29,643,500
Common stock outstanding after the offering	29,643,500 common shares as of September 30, 2011
Market price of common stock based on proposed offering price	$29,643,500
Total stockholders’ equity	$174,439  as of September 30, 2011
Terms of the Offering	The selling security holders will determine when and how they will sell the common stock offered in this prospectus.
Use of proceeds	We will not receive any proceeds from the sale of common stock offered by the selling stockholders under this prospectus.
Risk Factors	The common stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors”

Background

In February 2009 we conducted a private offering of our common stock at a price of $0.10 per share (the “2009 Private Placement”).  We received and accepted subscriptions from 53 investors for a total of 6,250,000 shares of our common stock, for total proceeds of $625,000.  The shares of common stock issued in the 2009 Private Placement were restricted securities, and were issued with a restrictive legend placed on the certificates representing said securities.  The offering was conducted in compliance with Regulation D, promulgated under the Securities Act.

In December 2009 we issued 10,000 shares of our common stock to an accredited investor at a price of $1.00 per share, pursuant to the exemption from registration provided under Section 4(2) of the Securities Act.

In June 2010 we conducted a private offering of our common stock at a price of $1.00 per share (the “2010 Private Placement”).  We received and accepted subscriptions from 19 investors for a total of 208,500 shares of our common stock, for total proceeds of $208,500.  The shares of common stock issued in the 2010 Private Placement were restricted securities, and were issued with a restrictive legend placed on the certificates representing said securities.  The offering was conducted in compliance with Regulation D, promulgated under the Securities Act.

In June 2010, our President transferred 600,000 shares of our common stock owned by him to 7 individuals in a private transaction (the “Private Transaction”).

2

In June 2011, we issued 100 ,000 shares of our common stock to an accredited investor at a price of $1.00 per share, pursuant to the exemption from registration provided under Section 4(2) of the Securities Act.

In July 2011, we issued 50,000 shares of our common stock to an accredited investor at a price of $1.00 per share, pursuant to the exemption from registration provided under Section 4(2) of the Securities Act.

In August 2011, we issued 25,000 shares of our common stock to an accredited investor at a price of $1.00 per share, pursuant to the exemption from registration provided under Section 4(2) of the Securities Act.

This prospectus relates to the resale by the selling stockholders of the 7,118,500 shares of restricted common stock described above. We are registering the shares to permit the selling stockholders and any of their pledgees, donees, transferees, assignees and successors-in-interest to, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions when and as they deem appropriate in the manner described in the “Plan of Distribution.”

SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION

The following summary financial data should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” and the Financial Statements and Notes thereto, included elsewhere in this prospectus.

		For the Year Ended December 31, 2010 (Audited)		For the Nine Months Ended September 30, 2011 (Unaudited)
STATEMENT OF OPERATIONS
Revenues	$	-	$	-
Professional Fees	$	69,648	$	41,207
General and Administrative Expenses	$	25,070	$	10,713
Total Operating Expenses	$	160,504	$	234,399
Net Loss before non-controlling interest	$	(160,504)	$	( 286,319 )

		As of December 31, 2010 (Audited)		As of September 30, 2011 (Unaudited)
BALANCE SHEET DATA
Cash	$	57,581	$	79,909
Total Assets	$	358,318	$	381,452
Total Liabilities	$	67,663	$	207,022
Stockholders’ Equity	$	290,664	$	174,43 9

RISK FACTORS

The shares of our common stock being offered for resale by the selling security holders are highly speculative in nature, involve a high degree of risk and should be purchased only by persons who can afford to lose the entire amount invested in the common stock. Before purchasing any of the shares of common stock, you should carefully consider the following factors relating to our business and prospects. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, you may lose all or part of your investment.  You should carefully consider the risks described below and the other information in this process before investing in our common stock.

3

Risks Related to the Business

Brick Top has very limited financial resources. Our independent registered auditors’ report includes an explanatory paragraph stating that there is substantial doubt about our ability to continue as a going concern.

Brick Top has very limited financial resources. We have negative working capital of $122,113 and a net stockholder’s equity of $174,439 at September 30, 2011. Our independent registered auditors included an explanatory paragraph in their opinion on our financial statements as of and for the period ended December 31, 2010 that states that this lack of resources causes substantial doubt about our ability to continue as a going concern. No assurances can be given that we will generate sufficient revenue or obtain necessary financing to continue as a going concern.

We need additional capital to develop our business.  If we fail to obtain additional capital we may not be able to implement our business plan.

The continuation of our operations will require the commitment of substantial additional resources. Currently, we have no established bank-financing arrangements. Therefore, it is likely that we will need to seek additional financing through subsequent future private offering of our equity securities, or through strategic partnerships and other arrangements with corporate partners.  Our expenses are currently limited to office rent of $270 per month, approximately $400 per month for certain online services, executive salary expense, and accounting and legal expenses.  As a result most of the capitals raised will be invested in the acquisition and development of media projects.

We cannot give you any assurance that any additional financing will be available to us, or if available, will be on terms favorable to us. The sale of additional equity securities will result in dilution to our stockholders. The occurrence of indebtedness would result in increased debt service obligations and could require us to agree to operating and financing covenants that would restrict our operations. If adequate additional financing is not available on acceptable terms, we may not be able to continue our business operations.

Brick Top  is and will continue to be completely dependent on the services of our founder and CEO, Alexander Bafer, the loss of whose services may cause our business operations to cease, and we will need to engage and retain qualified employees and consultants to further implement our strategy.

Brick Top’s operations and business strategy are completely dependent upon the knowledge and business connections of Alexander Bafer. He is currently providing services to the Company pursuant to terms of an executive employment agreement, but he has the right to terminate the agreement at will. If he should choose to leave us for any reason or if he becomes ill and is unable to work for an extended period of time before we have hired additional personnel, our operations will likely fail. Even if we are able to find additional personnel, it is uncertain whether we could find someone who could develop our business along the lines described in this prospectus. We will fail without the services of Mr. Bafer or an appropriate replacement.

Because we have only recently commenced business operations, we face a high risk of business failure.

We were formed in February 20, 2009. All of our efforts to date have related to developing our business plan and beginning business activities. We currently have no revenues and we face a high risk of business failure.

Most of our competitors, which include large studios and production companies, have significantly greater financial and marketing resources than do we.

Most of our competitors, which include large studios and production companies, have significantly greater financial and marketing resources than do we. Many have sophisticated Websites and the ability to advertise in a wide variety of media. We will principally depend on the business contacts of our CEO. There are no assurances that our approach will be successful.

Alexander Bafer, our chief executive officer, principal financial officer, and principal accounting officer, has no meaningful accounting or financial reporting education or experience and, accordingly, our ability to meet Exchange Act reporting requirements on a timely basis will be dependent to a significant degree upon others.

Alexander Bafer has no meaningful financial reporting education or experience. He is and will be heavily dependent on advisors and consultants. As such, there is risk about our ability to comply with all financial reporting requirements accurately and on a timely basis.

4

We intend to become subject to the periodic reporting requirements of the Securities Exchange Act of 1934 that will require us to incur audit fees and legal fees in connection with the preparation of such reports. These additional costs could reduce or eliminate our ability to earn a profit.

Following the effective date of our registration statement of which this prospectus is a part, we will be required to file periodic reports with the SEC pursuant to the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder. In order to comply with these requirements, our independent registered public accounting firm will have to review our financial statements on a quarterly basis and audit our financial statements on an annual basis. Moreover, our legal counsel will have to review and assist in the preparation of such reports. The costs charged by these professionals for such services will likely range between $25,000 and $50,000 per year. The incurrence of such costs will obviously be an expense to our operations and thus have a negative effect on our ability to meet our overhead requirements and earn a profit. We may be exposed to potential risks resulting from any new requirements under Section 404 of the Sarbanes-Oxley Act of 2002. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.

Our internal controls may be inadequate, which could cause our financial reporting to be unreliable and lead to misinformation being disseminated to the public.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

·

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;

·

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being mad e only in accordance with authorizations of management and/or directors of the Company; and

·

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

We will be required to include a report of management on the effectiveness of our internal control over financial reporting. We expect to incur additional expenses and diversion of management’s time as a result of performing the system and process evaluation, testing and remediation required in order to comply with the management certification requirements.

We do not have a sufficient number of employees to segregate responsibilities and may be unable to afford increasing our staff or engaging outside consultants or professionals to overcome our lack of employees. During the course of our testing, we may identify other deficiencies that we may not be able to timely remediate. In addition, if we fail to achieve and maintain the adequacy of our internal controls, as such standards are modified, supplemented or amended from time to time, we may not be able to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act. Moreover, effective internal controls, particularly those related to revenue recognition, are necessary for us to produce reliable financial reports and are important to help prevent financial fraud. If we cannot provide reliable financial reports or prevent fraud, our business and operating results could be harmed, investors could lose confidence in our reported financial information, and the trading price of our common stock, if a market ever develops, could drop significantly.

The costs of being a public company could result in us being unable to continue as a going concern.

As a public company, we will have to comply with numerous financial reporting and legal requirements, including those pertaining to audits and internal control. The costs of this compliance could be significant. If our revenues do not increase and/or we cannot satisfy many of these costs through the issuance of our shares, we may be unable to satisfy these costs in the normal course of business which would result in our being unable to continue as a going concern.

Having only two directors limits our ability to establish effective independent corporate governance procedures and increases the control of our CEO.

5

We have only two directors, neither of which is independent; accordingly, we cannot establish board committees comprised of independent members to oversee functions like compensation or audit issues.

Until we have a larger board of directors that would include some independent members, if ever, there will be limited oversight of our CEO’s decisions and activities and little ability for minority shareholders to challenge or reverse those activities and decisions, even if they are not in the best interests of minority shareholders.

Our sole employee is also our sole director, and therefore has the ability to set his own compensation.

Because our sole employee, Alexander Bafer, is also our sole director, he has the ability to set his own compensation.  Depending on where his compensation levels are set and the financial performance of the Company, the Company may not have net income.

Our sole employee has limited experience in the entertainment industry.

Alexander Bafer, our sole employee, has limited experience in the entertainment industry, and thus we have and will continue to rely on the services of advisors and consultants in this regard.

Risks Related to Our Common Stock

The offering price of our common stock has been determined arbitrarily.

The price of our common stock in this offering has not been determined by any independent financial evaluation, market mechanism or by our auditors, and is therefore, to a large extent, arbitrary. Our audit firm has not reviewed management's valuation and, therefore, expresses no opinion as to the fairness of the offering price as determined by our management. As a result, the price of the common stock in this offering may not reflect the value perceived by the market. There can be no assurance that the shares offered hereby are worth the price for which they are offered and investors may, therefore, lose a portion or all of their investment

Shareholders may be diluted significantly through our efforts to obtain financing and satisfy obligations through issuance of additional shares of our common stock.

We have no committed source of financing. Wherever possible, our board of directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that the non-cash consideration will consist of restricted shares of our common stock. Our board of directors has authority, without action or vote of the shareholders, to issue all or part of our authorized and unissued shares.   Our Articles of Incorporation authorize us to issue up to 100 million shares of common stock and up to 10 million shares of preferred stock.  In addition, if a trading market develops for our common stock, we may attempt to raise capital by selling shares of our common stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing shareholders and may further dilute common stock book value, and that dilution may be material.

Our Articles of Incorporation provide for indemnification of officers and directors at our expense and limit their liability that may result in a major cost to us and hurt the interests of our shareholders because corporate resources may be expended for the benefit of officers and/or directors.

Our Articles of Incorporation provide that we shall indemnify any present or former officer or director, or person exercising powers and duties of an officer or a director, to the full extent now or hereafter permitted by law.  Further, our Bylaws set forth indemnification provisions which are substantively the same as those provided in the Florida Business Corporation Act.  Collectively, these provisions provide our officers and directors with extensive indemnification rights which, depending on the circumstances, could require us to expend substantial amounts of money on their behalf, which may materially adversely effect our financial condition.

We have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

Currently, there is no established public market for our securities, and there can be no assurances that any established public market will ever develop or that our common stock will be quoted for trading and, even if quoted, it is likely to be subject to significant price fluctuations.

6

Prior to the date of this prospectus, there has not been any established trading market for our common stock, and there is currently no established public market whatsoever for our securities. We intend to engage a market maker to file an application with FINRA on our behalf so as to be able to quote the shares of our common stock on the OTCBB maintained by FINRA commencing upon the effectiveness of our registration statement of which this prospectus is a part. There can be no assurance that we will be able to engage a market maker, or, if we are so able, that the market maker’s application will be accepted by FINRA; nor can we estimate the time period that acceptance of the application will require. We are not permitted to file such application on our own behalf. If the application is accepted, there can be no assurances as to whether

(i)	any market for our shares will develop;
(ii)	the prices at which our common stock will trade; or
(iii)	the extent to which investor interest in us will lead to the development of an active, liquid trading market. Active trading markets generally result in lower price volatility and more efficient execution of buy and sell orders for investors.

If we become able to have our shares of common stock quoted on the OTCBB, we will then try, through a broker-dealer and its clearing firm, to become eligible with the Depository Trust Company ("DTC") to permit our shares to trade electronically. If an issuer is not “DTC-eligible”, then its shares cannot be electronically transferred between brokerage accounts, which, based on the realities of the marketplace as it exists today (especially the OTCBB), means that shares of a company will not be traded (technically the shares can be traded manually between accounts, but this takes days and is not a realistic option for OTCBB companies relying on broker dealers for stock transactions). Said differently, while DTC-eligibility is not a requirement to trade on the OTCBB, it is a necessity to process trades on the OTCBB if a company’s stock is going to trade with any volume. There are no assurances that our shares will ever become DTC-eligible or, if they do, how long the approval process will take.

In addition, our common stock is unlikely to be followed by any market analysts, and there may be few institutions acting as market makers for our common stock. Either of these factors could adversely affect the liquidity and trading price of our common stock. Until our common stock is fully distributed and an orderly market develops in our common stock, if ever, the price at which it trades is likely to fluctuate significantly. Prices for our common stock will be determined in the marketplace and may be influenced by many factors, including the depth and liquidity of the market for shares of our common stock, developments affecting our business, including the impact of the factors referred to elsewhere in these Risk Factors, investor perception of Brick Top and general economic and market conditions. No assurances can be given that an orderly or liquid market will ever develop for the shares of our common stock.

Because of the anticipated lower price of the securities being registered, many brokerage firms may not be willing to effect transactions in these securities. Purchasers of our securities should be aware that any market that develops in our stock will be subject to the penny stock restrictions. See “Plan of Distribution” and “Risk Factors”.

Any market that develops in shares of our common stock will be subject to the penny stock regulations and restrictions pertaining to low priced stocks that will create a lack of liquidity and make trading difficult or impossible.

The trading of our securities, if any, will be in the over-the-counter market which is commonly referred to as the OTCBB as maintained by FINRA. As a result, an investor may find it difficult to dispose of, or to obtain accurate quotations as to the price of our securities.

Rule 3a51-1 of the Securities Exchange Act of 1934 establishes the definition of a "penny stock," for purposes relevant to us, as any equity security that has a minimum bid price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to a limited number of exceptions which are not available to us. It is likely that our shares will be considered to be penny stocks for the immediately foreseeable future. This classification severely and adversely affects any market liquidity for our common stock.

For any transaction involving a penny stock, unless exempt, the penny stock rules require that a broker or dealer approve an investor’s account for transactions in penny stocks and the broker or dealer receive from the investor a written agreement to the transaction setting forth the identity and quantity of the penny stock to be purchased. In order to approve an investor’s account for transactions in penny stocks, the broker or dealer must obtain financial information and investment experience and objectives of the investor and make a reasonable determination that the transactions in penny stocks are suitable for that investor and that that the investor has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

7

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form, sets forth:

·

the basis on which the broker or dealer made the suitability determination, and

·

that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Disclosure also has to be made about the risks of investing in penny stock in both public offerings and in secondary trading and commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Additionally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Because of these regulations, many broker-dealers elect not to engage in penny stock transactions, which may affect the ability of selling shareholders or other holders to sell their shares in any secondary market and have the effect of reducing the level of trading activity in any secondary market that may develop. The additional sales practice and disclosure requirements could impede the sale of our securities, if and when our securities become publicly traded. In addition, the liquidity for our securities may decrease, with a corresponding decrease in the price of our securities. Our shares, in all probability, will be subject to such penny stock rules for the foreseeable future and our shareholders will, in all likelihood, find it difficult to sell their securities.

The market for penny stocks has experienced numerous frauds and abuses that could adversely impact investors in our stock.

Company management believes that the market for penny stocks has suffered from patterns of fraud and abuse. Such patterns include:

·

Control of the market for the security by one or a few broker-dealers that are often related to a promoter or issuer;

·

Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;

·

"Boiler room" practices involving high pressure sales tactics and unrealistic price projections by sales persons;

·

Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and

·

Wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the inevitable collapse of those prices with consequent investor losses.

Any trading market that may develop may be restricted by virtue of state securities “Blue Sky” laws that prohibit trading absent compliance with individual state laws. These restrictions may make it difficult or impossible to sell shares in those states.

There is currently no established public market for our common stock, and there can be no assurance that any established public market will develop in the foreseeable future. Transfer of our common stock may also be restricted under the securities laws and regulations promulgated by various states and foreign jurisdictions, commonly referred to as “Blue Sky” laws. Absent compliance with such individual state laws, our common stock may not be traded in such jurisdictions. Because the securities being registered hereunder have not been registered for resale under the blue sky laws of any state, the holders of such shares, and persons who desire to purchase them in any trading market that might develop in the future, should be aware that there may be significant state blue sky law restrictions upon the ability of investors to sell the securities and of purchasers to purchase the securities. These restrictions prohibit the secondary trading of our common stock. We currently do not intend to and may not be able to qualify securities for resale in a number of states that do not offer manual exemptions and require shares to be qualified before they can be resold by our shareholders. Accordingly, investors should consider the secondary market for our securities to be a limited one. See also “Plan of Distribution.”

Our board of directors has the authority, without stockholder approval, to issue preferred stock with terms that may not be beneficial to common stockholders and with the ability to affect adversely stockholder voting power and perpetuate their control over us.

Our Articles of Incorporation allow us to issue shares of preferred stock without any vote or further action by our stockholders. Our board of directors has the authority to fix and determine the relative rights and preferences of preferred stock. As a result, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders the preferred right to our assets upon liquidation, the right to receive dividend payments before dividends are distributed to the holders of common stock and the right to the redemption of the shares, together with a premium, prior to the redemption of our common stock.

The ability of our CEO to control our business may limit or eliminate minority shareholders’ ability to influence corporate affairs.

8

Our CEO owns an aggregate of approximately 74% of our outstanding common stock. Because of his stock ownership, he is in a position to continue to elect our board of directors, decide all matters requiring stockholder approval and determine our policies. The interests of our CEO may differ from the interests of other shareholders with respect to the issuance of shares, business transactions with or sales to other companies, selection of officers and directors and other business decisions. The minority shareholders have no way of overriding decisions made by our CEO. This level of control may also have an adverse impact on the market value of our shares because our CEO may institute or undertake transactions, policies or programs that result in losses may not take any steps to increase our visibility in the financial community and/or may sell sufficient numbers of shares to significantly decrease our price per share.

We do not expect to pay cash dividends in the foreseeable future.

We have never paid cash dividends on our common stock. We do not expect to pay cash dividends on our common stock at any time in the foreseeable future. The future payment of dividends directly depends upon our future earnings, capital requirements, financial requirements and other factors that our board of directors will consider. Since we do not anticipate paying cash dividends on our common stock, return on your investment, if any, will depend solely on an increase, if any, in the market value of our common stock.

Because we are not subject to compliance with rules requiring the adoption of certain corporate governance measures, our stockholders have limited protection against interested director transactions, conflicts of interest and similar matters.

The Sarbanes-Oxley Act of 2002, as well as rule changes proposed and enacted by the SEC, the New York and American Stock Exchanges and the Nasdaq Stock Market, as a result of Sarbanes-Oxley, require the implementation of various measures relating to corporate governance. These measures are designed to enhance the integrity of corporate management and the securities markets and apply to securities that are listed on those exchanges or the Nasdaq Stock Market. Because we are not presently required to comply with many of the corporate governance provisions and because we chose to avoid incurring the substantial additional costs associated with voluntary compliance, we have not yet adopted these measures.

Because none of our directors are independent directors, we do not currently have independent audit or compensation committees. As a result, these directors have the ability, among other things, to determine their own level of compensation. Until we comply with such corporate governance measures, regardless of whether such compliance is required, the absence of such standards of corporate governance may leave our stockholders without protections against interested director transactions, conflicts of interest, if any, and similar matters and investors may be reluctant to provide us with funds necessary to expand our operations as a result thereof.

We intend to comply with all corporate governance measures relating to director independence as and when required. However, we may find it very difficult or be unable to attract and retain qualified officers, directors and members of board committees required to provide for our effective management as a result of Sarbanes-Oxley Act of 2002. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these recent changes may make it more costly or deter qualified individuals from accepting these roles.

You may have limited access to information regarding our business because our obligations to file periodic reports with the SEC could be automatically suspended under certain circumstances.

As of effectiveness of our registration statement of which this prospectus is a part, we will be required to file periodic reports with the SEC which will be immediately available to the public for inspection and copying (see “Where You Can Find More Information” elsewhere in this prospectus). Except during the year that our registration statement becomes effective, these reporting obligations may (in our discretion) be automatically suspended under Section 15(d) of the Securities Exchange Act of 1934 if we have less than 300 shareholders and do not file a registration statement on Form 8A. If this occurs after the year in which our registration statement becomes effective, we will no longer be obligated to file periodic reports with the SEC and your access to our business information would then be even more restricted. After this registration statement on Form S-1 becomes effective, we will be required to deliver periodic reports to security holders. However, we will not be required to furnish proxy statements to security holders and our directors, officers and principal beneficial owners will not be required to report their beneficial ownership of securities to the SEC pursuant to Section 16 of the Securities Exchange Act of 1934 until we have both 500 or more security holders and greater than $10 million in assets. As a result, your access to information regarding our business will be limited.

For all of the foregoing reasons and others set forth herein, an investment in our securities in any market that may develop in the future involves a high degree of risk.

9

USE OF PROCEEDS

We will not receive any proceeds from the sale of the common stock offered through this prospectus by the selling shareholders.  We have agreed to bear the expenses (other than any underwriting discounts or commissions or agent’s commissions) in connection with the registration of the common stock being offered hereby by the selling stockholders.

DETERMINATION OF OFFERING PRICE

This is our initial public offering and no public market currently exists for our shares.  The initial public offering price for our common shares will be $1.00. The Selling Shareholders will sell their shares at a price per share of $1.00 until our shares are quoted on the Over the Counter Bulletin Board (OTCBB) and thereafter all shares being offered will be sold by existing shareholders without our involvement, consequently the actual price of the stock will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the selling shareholders. The offering price will thus be determined by market factors and the independent decisions of the selling shareholders.   While we seek to have our shares quoted on the OTCBB there is no assurance that our shares will be approved for listing on the OTCBB or any other listing service or exchange.

DILUTION

The common stock to be sold by the selling shareholders is common stock that is currently issued and outstanding.  Accordingly, there will be no dilution to our existing shareholders.

SELLING SHAREHOLDERS

This prospectus covers the resale from time to time by the selling stockholders identified in the table below of up to 7,118,500 shares of our common stock, of which 6,250,000 shares were issued to certain of the selling stockholders in connection with the 2009 Private Placement, 10,000 shares were issued to a selling stockholder under the exemption from registration provided by Section 4(2) of the Securities Act, 208,500 shares were issued to certain of the selling stockholders in connection with the 2010 Private Placement, 600,000 shares were transferred to certain of the selling stockholders from our President in the Private Transaction, and 175,000 were issued to an accredited investor under the exemption from registration provided by Section 4(2) of the Securities Act.  The 2009 Private Placement shares and the 2010 Private Placement shares were issued in accordance with the exemption from the registration provisions of the Securities Act, provided by Section 4(2) of such Act for issuances not involving any public offering and the Regulation D promulgated thereunder. We are registering the shares to permit the selling stockholders and any of their pledgees, donees, transferees, assignees and successors-in-interest to, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions when and as they deem appropriate in the manner described in the “Plan of Distribution.” As of September 30, 2011, there are 29,643,500 shares of our common stock issued and outstanding.

The following table sets forth, as of September 30, 2011, the name of each selling stockholder, the number and percentage of shares of our common stock beneficially owned by each selling stockholder prior to the offering for resale of the shares under this prospectus, the number of shares of our common stock beneficially owned by each selling stockholder that may be offered from time to time under this prospectus, and the number and percentage of shares of our common stock beneficially owned by the selling stockholder after the offering of the shares (assuming all of the offered shares are sold by the selling stockholder.

There are no agreements between the company and any selling shareholder pursuant to which the shares subject to this registration statement were issued.  None of the selling shareholders has had a material relationship with us other than as a shareholder at any time within the past three years or has ever been one of our officers or directors.

Beneficial ownership is determined in accordance with the rules of the SEC, and includes any shares of common stock as to which a person has sole or shared voting power or investment power and any shares of common stock which the person has the right to acquire within 60 days through the exercise of any option, warrant or right, through conversion of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account or similar arrangement.

10

Name of Selling Stockholder	Common Shares Owned by the Selling Stockholder	Total Shares to be Registered Pursuant to this Offering	Percentage of Common Stock Before Offering	Number of Shares Owned by Selling Stockholder After Offering (1)
Thomas A. Alico	25,000	25,000	*	0
Brad Baldwin	55,000	55,000	*	0
Mody K. Boatright	100,000	100,000	*	0
Charles R. Bohon and Frances J. Bohon, JT TEN	10,000	10,000	*	0
Joseph E. Boone, M.D.	55,000	55,000	*	0
Joe M. Bradford	50,000	50,000	*	0
Gary W. Brown	162,500	162,500	*	0
Mark B. Bushka	30,000	30,000	*	0
Andrew A. Clark	102,500	102,500	*	0
William A. Craig	25,000	25,000	*	0
John Durian	80,000	80,000	*	0
James J. Edwards	40,000	40,000	*	0
Richard Etra	90,000	90,000	*	0
Hazen S. Finnerty and Deborah M. Finnerty, JT TEN	25,000	25,000	*	0
Dominic J. Frio	20,000	20,000	*	0
Stephen E. Gately	10,000	10,000	*	0
James B. Gilman	95,000	95,000	*	0
Larry Ginsburg	103,000	103,000	*	0
Gary D. Grigg	40,000	40,000	*	0
Darwin E. Grimm	10,000	10,000	*	0
Robert W. Hamilton	140,000	140,000	*	0
Thomas R. Hart II	290,000	290,000	*	0
John L. Haubenstricker and Beth E. Haubenstricker, TEN ENT	10,000	10,000	*	0
Joel Hertz	70,000	70,000	*	0
Paul E. Hoffman	10,000	10,000	*	0
J. Lee Hopkins and Nancy Hopkins, TEN ENT	35,000	35,000	*	0
Ralph E. Howe	35,500	35,500	*	0
Joel Huddleston	25,000	25,000	*	0
David O. Hughes, Sr.	75,000	75,000	*	0
Mark B. Hughes	20,000	20,000	*	0
William F. Humbert	180,000	180,000	*	0
Gary O. Johnson	10,000	10,000	*	0
Martin K. Jones	50,000	50,000	*	0
Judson Legrand	30,000	30,000	*	0
Steven A. Lizak	10,000	10,000	*	0
Norman R. Luttbeg	10,000	10,000	*	0
Ralph R. Main	42,500	42,500	*	0
Vic Major	20,000	20,000	*	0
William Neilan	25,000	25,000	*	0
William D. Reaves, Jr.	25,000	25,000	*	0
James J. Regan and Maureen E. Regan, TEN ENT	1,407,500	1,407,500	4.8%	0
Charles Reutner	232,500	232,500	*	0
J. Michael Sabatini	20,000	20,000	*	0
Donald Schoenfeld	50,000	50,000	*	0
Judd Schwartz	10,000	10,000	*	0
James r. Simcox	50,000	50,000	*	0
Howard R. Simmons	30,000	30,000	*	0

11

Name of Selling Stockholder		Common Shares Owned by the Selling Stockholder	Total Shares to be Registered Pursuant to this Offering		Percentage of Common Stock Before Offering	Number of Shares Owned by Selling Stockholder After Offering (1)
Charles M. Thompson	75,000			75,000	*	0
Noble Thompson IV	90,000			90,000	*	0
Larry Vipond	100,000			100,000	*	0
William K. Walden and Florence A. Walden, TEN ENT	1,750,000			1,750,000	5.9%	0
Jack Walters	100,000			100,000	*	0
Leroy M. Wernette, Jr.	50,000			50,000	*	0
Gary L. White	117,500			117,500	*	0
Thomas D. Wilson	25,000			25,000	*	0
Dale J. Wood	110,000			110,000	*	0
Richard A. Wood	10,000			10,000	*	0
Marty Riback	75,000			75,000	*	0
Mitchell Riback	75,000			75,000	*	0
Roger Nesbitt	150,000			150,000	*	0
Steven Gately	200,000			200,000	*	0
David Shively	25,000			25,000	*	0
James Regan	50,000			50,000	*	0
Cindy Riback	25,000			25,000	*	0
James J. Lux	175,000			175,000	*	0

*   less than 1% Based on 29,643,500 shares outstanding at September 30, 2011

(1) assumes the selling stockholders sell all shares of common stock registered under this prospectus.

PLAN OF DISTRIBUTION

The selling stockholders and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The selling stockholders may use any one or more of the following methods when selling shares:

·

ordinary brokerage transactions and transactions in which the broker-dealer solicits investors;

·

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

·

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

·

an exchange distribution in accordance with the rules of the applicable exchange;

·

privately negotiated transactions;

·

to cover short sales made after the date that this registration statement is declared effective by the SEC;

·

broker-dealers may agree with the selling stockholders to sell a specified number of such shares at a stipulated price per share;

·

through the distribution of common stock by any selling stockholder to its partners, members or stockholders;

·

any other method permitted pursuant to applicable law; and

·

a combination of any such methods of sale.

The selling stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.

12

Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The selling stockholders do not expect these commissions and discounts to exceed what is customary in the types of transactions involved.

The selling stockholders may from time to time pledge or grant a security interest in some or all of the shares of common stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell shares of common stock from time to time under this prospectus, or under an amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending the list of selling stockholders to include the pledgee, transferee or other successors in interest as selling stockholders under this prospectus.

Upon a selling stockholder’s notification to us that any material arrangement has been entered into with a broker-dealer for the sale of such stockholder’s common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed, if required, pursuant to Rule 424(b) under the Securities Act disclosing (i) the name of each such selling stockholder and of the participating broker-dealer(s), (ii) the number of shares involved, (iii) the price at which such shares of common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker-dealer(s), where applicable, (v) that such broker-dealer(s) did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus, and (vi) other facts material to the transaction. In addition, upon our being notified in writing by a selling stockholder that a donee or pledgee intends to sell more than 500 shares of common stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law.

The selling stockholders also may transfer the shares of common stock in other circumstances, in which case the donees, assignees, transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus and may sell the shares of common stock from time to time under this prospectus after we have filed any necessary supplements to this prospectus under Rule 424(b), or other applicable provisions of the Securities Act, supplementing or amending the list of selling stockholders to include such donee, assignee, transferee, pledgee, or other successor-in-interest as a selling stockholder under this prospectus.

The selling stockholders may be deemed to be “underwriters.”  In the event that the selling stockholders are deemed to be “underwriters,” any broker-dealers or agents that are involved in selling the shares will be deemed to be “underwriters” within the meaning of the Securities Act, in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Discounts, concessions, commissions and similar selling expenses, if any, that can be attributed to the sale of the shares of common stock will be paid by the selling stockholder and/or the purchasers. Each selling stockholder has represented and warranted to us that it acquired the securities subject to this registration statement for his/her own account for investment and not for the benefit of any other person and not with a view to distribute or sell in violation of the Securities Act or any state securities laws or rules and regulations promulgated thereunder.

If a selling stockholder uses this prospectus for any sale of the common stock, it will be subject to the prospectus delivery requirements of the Securities Act. The selling stockholders will be responsible to comply with the applicable provisions of the Securities Act and the Exchange Act, and the rules and regulations thereunder promulgated, including, without limitation, Regulation M, as applicable to such selling stockholders in connection with resale of their respective shares under this registration statement.

We are required to pay all fees and expenses incident to the registration of the shares, but we will not receive any proceeds from the sale of the common stock. We have agreed to indemnify the selling stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

DESCRIPTION OF BUSINESS

Introduction

Brick Top Productions, Inc., is a corporation organized on February 20, 2009, under the laws of the State of Florida.  The Company was organized for the purpose of financing, producing and distributing to third parties one or more television series and feature films to be licensed for exploitation in domestic and international theatrical, television, cable, home video and pay per view markets.   We will need to raise additional capital to implement our current business plan.

We have completed pre-production and post-production of a television pilot titled “The Doorman”.  The Doorman is our only project to date; we have not acquired the rights to any other screenplays.  We are actively interviewing persons to serve as a show runner for the pilot.   A “show runner” is a person that is responsible for presenting a television pilot or idea for sale to major television networks through his or her professional industry contacts.

13

Separate from the expired April 4, 2010 option agreement, we have reviewed and are discussing the acquisition of the rights to a screenplay written by Nicholas Turturro titled “Bless Me Father.”  We are also pursuing the acquisition of the rights to a film made by Nicholas Turturro titled The Search For One-eye Jimmy. The film was never released theatrically but includes prominent talent such as Samuel L. Jackson, Steve Buscemi, John Turturro, Nick Turturro, Jennifer Beals, Aida Turturro, Michael Badalucco and Ray “Boom Boom” Mancini. Mr. Turturro completed the film in the early 1990’s. We have no binding agreement, but we are actively negotiating with the current right holders.  

We are actively seeking additional opportunities to finance television and film projects.  Major television and film projects often provide the opportunity to pre-sell exclusive distribution rights to overseas territories, thereby hedging part of the project cost.  At any given time there are thousands of scripts for screenplays that are circulating throughout the motion picture industry, all of which are seeking financing, production and/ or distribution.  There is a matrix that exists in the industry which on one side lists of all of the A,B,C and D talent in Hollywood, and on the other side the amount of money that overseas territories will pay for the exclusive rights to distribute a particular film featuring each such actor. These rights can be pre-sold to hedge the cost of the film.  Our goal is to raise capital through an equity offering to acquire the rights to finance, produce and contract distribution of these projects.

We have explored and negotiated an agreement for the construction of a platform necessary to disseminate content (a series of 5-10 minute shorts) via a smart phone application.  We already have over 75 minutes of completed footage from filming “The Doorman”.  The estimated cost is approximately $50,000.  Our goal is to advertise our link through various social networking sites which will drive traffic to our site which in turn will create a desirable advertising venue.

On April 4, 2009, we entered into an Option Agreement with Jonathan Christopher, LLC (the “Option Agreement”).  Pursuant to the terms of the Option Agreement, we paid Jonathan Christopher, LLC $189,000 for rights to acquire its screenplays that could be produced into commercially salable motion pictures. The amount paid was to be refunded to us in the event we elected not to exercise our option to acquire said screenplays.  The Option Agreement expired unexercised on September 20, 2010.

Our timeline will be determined by our ability to raise capital.  We believe all of these projects have the potential to generate revenue for the company, and believe we will be able to generate revenue during 2012.

The Initial Project – “The Doorman”

Our CEO was introduced to Nicholas Turturro through a friend who was a childhood friend of Mr. Turturro’s cousin.  Mr. Turturro was searching for financing to film a television pilot titled The Doorman.  The pilot is about his experiences as a New York City doorman while trying to become an actor.  After extensive discussions, the parties elected to move forward with the project. In June 2010, we acquired the rights to the project from Mr. Turturro’s company Nick Nick, Inc., through our majority owned subsidiary York Productions, LLC . We completed the process of developing the screenplay into a television pilot in September 2010 . The total cost was approximately $85,000. The screenplay was written by Nicholas Turturro, who was involved in the development and production of the project, and is involved in its marketing. We are in the process of hiring a show runner in the Hollywood, CA area in an effort to sell The Doorman project to a television network.  If we are able to sell the rights to The Doorman the proceeds received would likely provide the capital necessary to complete a full season of episodes (approximately 10-12).

Nicolas Turturro

Nicholas is an accomplished American film, television and on-stage character actor. He has garnered an Emmy nomination for a role played on the TV program NYPD Blue, and has acted in numerous feature films, one of which is currently in pre-production and another of which is in post-production.  Mr. Turturro plays the lead character in the pilot The Doorman, and produced the pilot through his company Nick Nick, Inc.

Mr. Turturro has an ownership interest, through Nick Nick, Inc., in our majority owned subsidiary York Productions, LLC, but is not currently under contract to provide further services to the Company.

Description of The Doorman

The Doorman is an urban dramatic comedy set in New York City. It is centered on the life experiences of a doorman at a historic and upscale Central Park South hotel. The doorman and his colorful cast of friends, through interactions with one another and the hotel’s upper class celebrity and high society guests, provide a unique perspective of everyday life in the big city and of the similarities and distinctions between the classes. Mr. Turturro often describes the project as a mix between Diner and Swingers.

14

Investment Structure

The rights to “The Doorman” are owned by York Productions, LLC, a Florida limited liability company

(“York Productions”). Our principals serve as the managers of York Productions, and control the company’s financing and day to day operations.  

In consideration for a 40% interest in York Productions Mr. Turturro contributed all rights to The Doorman project to the company.  We received a 60% interest in York Productions in consideration for our obligation to fund the pre-production, production, and post production of the pilot, at a total cost of approximately $250,000.

Any proceeds generated from the pilot will be allocated pro-rata among the Company and Mr. Turturro.

Competition

We face stiff competition from other participants in the television and motion picture business, including major networks such as ABC, NBC, CBS, for example, and major studios such as Sony, Miramax, Paramount Pictures Corporation, Universal Pictures, and Columbia Pictures, for example, which have access to funding substantially greater than that which is available to us.

Employees

As of the date of this prospectus our sole officer is our only employee. Additional employees will be hired in the future as our business expands.

Properties

We do not own any real property. We maintain office space at 433 Plaza Real, Suite 275, Boca Raton, Florida 33432, pursuant to the terms of a virtual office agreement with Regus Management Group, LLC, providing for rental payments of $1,107 per month. The term of the office lease expires on October 31, 2012.

Legal Proceedings

Currently there are no legal proceedings pending or threatened against us. However, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in any such matter may harm our business.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

No Public Market for Common Stock.

There is presently no public market for our common stock.  We anticipate making an application for trading of our common stock on the over the counter bulletin board upon the effectiveness of the registration statement of which this prospectus forms a part.  We can provide no assurance that our shares will be traded on the bulletin board, or if traded, that a public market will materialize.

The Securities Exchange Commission has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system.  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the Commission, that: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities' laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask  price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and; (f) contains such other information and is in such form, including language, type, size and format, as the Commission shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with; (a) bid and offer quotations for the penny stock;(b) the compensation of the broker-dealer and its salesperson in the transaction;(c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account.

15

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock if it becomes subject to these penny stock rules. Therefore, because our common stock is subject to the penny stock rules, stockholders may have difficulty selling those securities.

Holders of Our Common Stock

Currently, we have 70 holders of record of our common stock.

Rule 144 Shares

Rule 144 provides that a person who is not an affiliate and has held restricted securities for a prescribed period of at least six months (if the issuer is a reporting company) or 12 months (if the issuer is a non-reporting company, as is the case herein), may, under certain conditions, sell all or any of his shares without volume limitation.  Affiliates, however, may not sell shares in excess of 1% of the Company’s outstanding common stock in any three month period. As a result of revisions to Rule 144 which became effective on February 15, 2008, there is no limit on the amount of restricted securities that may be sold by a non-affiliate (i.e., a stockholder who has not been an officer, director or control person for the 3 months prior to sale) after the restricted securities have been held by the owner for the aforementioned prescribed period of time. A sale under Rule 144 or under any other exemption from the Securities Act, if available, or pursuant to registration of shares of common stock of present stockholders, may have a depressive effect upon the price of the common stock in any market that may develop.  Currently, approximately 7,360,000 shares of our common stock are subject to sale under Rule 144 without restriction.

Registration Rights

We have not granted registration rights to the selling shareholders or to any other persons.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Critical Accounting Policies

Principles of Consolidation

The consolidated financial statements of Company include the accounts of Brick Top Productions and its majority-owned subsidiary, York Productions, LLC. All significant intercompany balances and transactions have been eliminated.

Income Taxes

Income taxes are accounted for under the liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

16

Results of Operations for Nine Months Ended September 30, 2011 compared to the Nine Months Ended September 30, 2010

		Nine Months Ended September 30,				Period from February 20, 2009 (Inception) to September 30, 2011
		2011		2010
Revenue	$	Nil	$	Nil	$	Nil
Operating expenses	$	286,319	$	42,324	$	801,185
Net Loss from Operations before non-controlling interest	$	(286,319)	$	(42,324)	$	(801,185)
Net Loss attributable to non-controlling interest	$	-	$	(9)	$	(9)
Net Loss attributable to Brick Top Productions’ stockholders	$	(286,319)	$	(42,315)	$	(801,176)

Revenues for the nine months ended September 30, 2011 were $0 as compared to $0 for the nine months ended September 30, 2010. Our future revenue plan is dependent on our ability to effectively market The Doorman pilot and close new viable acquisitions of film rights.

General and administrative expenses for the nine months ended September 30, 2011 was $10,713 compared to $6,768 for the nine months ended September 30, 2010.  The Company’s increase in general and administrative expenses is a reflection of postage and entertainment expenses related to the marketing of our pilot, The Doorman.

The Company has realized a net loss of $286,319 for the nine months ended September 30, 2011 compared to net loss of $42,315 for the nine months ended September 30, 2010. The current net loss is largely attributable to accrued compensation and professional fees incurred.

Results of Operations for Year Ended December 31, 2010 compared to the Year Ended December 31, 2009

The following summary of our results of operations should be read in conjunction with our audited financial statements for the year ended December 31, 2010 and for the period from February 20, 2009 (Inception) to December 31, 2009 and the period from February 20, 2009 (Inception) to December 31, 2010.

		Year Ended December 31,		Period from February 20, 2009 (Inception) to December 31,		Period from February 20, 2009 (Inception) to December 31,
		2010		2009		2010
Revenue	$	0	$	0	$	0
Operating Expenses	$	160,504	$	354,362	$	514,866
Net Loss from Operations before non-controlling interest	$	(160,504)	$	(354,362)	$	(514,866)
Net Loss attributable to non-controlling interest	$	(9)	$	0	$	(9)
Net Loss attributable to Brick Top Productions stockholders	$	(160,495)	$	(354,362)	$	(514,857)

We have not earned any revenues since our inception. We do not anticipate earning revenues in 2011, except in the event we enter into film right agreements.

Key components of our operating expenses for the year ended December 31, 2010 and period ended December 31, 2009 and the period from February 20, 2009 (Inception) to December 31, 2010 are outlined in the table below:

		Year Ended December 31,		Period from February 20, 2009 (Inception) to December 31		Period from February 20, 2009 (Inception) to December 31,
		2010		2009		2010
Compensation Expense	$	50,000	$	133,790	$	183,790
Professional Fees	$	69,648	$	27,532	$	97,180
Marketing	$	1,102	$	35,675	$	36,777
Bad Debts	$	0	$	99,000	$	99,000
Rent	$	14,684	$	45,450	$	60,134
General & Administrative	$	25,070	$	12,915	$	37,985

17

The decrease in operating expenses for the year ended December 31, 2010, compared to the same period in fiscal 2009, was due to decreases in marketing, compensation, and bad debt expenses.   Our executive officers in 2010 elected to receive lower salaries in 2010 to improve the Company’s liquidity position.  In 2009 we booked a bad debt of $99,000 related to an Option Agreement we entered into with Jonathan Christopher, LLC (the “Option Agreement”).  Pursuant to the terms of the Option Agreement, we paid Jonathan Christopher, LLC $189,000 for rights to acquire screenplays that could be produced into commercially salable motion pictures. The amount paid was to be refunded in the event we elected not to exercise its option to acquire screenplays from Jonathan Christopher, LLC.  The option expired unexercised.  Jonathan Christopher, LLC repaid $90,000 of the amounts advanced, leaving an outstanding balance of $99,000, which we wrote off as a bad debt expense in 2009.

Liquidity and Capital Resources

		Nine Months Ended September 30, 2011		Nine Months Ended September 30, 2010		Year Ended December 31, 2010		For the Period from February 20, 2009 (Inception) to December 31, 2009
Net Cash (Used In) Provided by Operating Activities	$	(135,000)	$	51,403	$	(6,230)	$	(502,634)
Net Cash Used in Investing Activities	$	(12,766)	$	(113,559)	$	(145,115)	$	(137,671)
Net Cash (Used In) Provided by Financing Activities	$	170,094	$	162,288	$	207,971	$	641,260
Net Change in Cash	$	(22,328)	$	100,132	$	56,626	$	955

As of September 30, 2011, our total assets were $381,452 and our total liabilities were $207,022 and we had negative working capital of $(122,113 ). Our financial statements report a net loss of $286,319 for the nine months ended September 30, 2011, a net loss of $160,504 for the year ended December 31, 2010, and a net loss of $801,185 for the period from February 20, 2009 (date of inception) to September 30, 2011.

We have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed. In this regard we have raised additional capital through equity offerings and loan transactions, and, in the short term, will seek to raise additional capital in such manners to fund our operations.  We do not currently have any third party financing available in the form of loans, advances, or commitments.  Our sole officer and shareholders have not made any written or oral agreement to provide us additional financing.  There can be no assurance that we be able to continue to raise capital on terms and conditions that are deemed acceptable to us.

Off Balance Sheet Arrangements

As of September 30, 2011, there were no off balance sheet arrangements.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

None.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Our age and titles of our sole executive officer and director are as follows:

Name	Age	Position(s) and Office(s) Held
Alexander Bafer	39	Chief Executive Officer, Chief Financial Officer, and Director

Set forth below is a brief description of the background and business experience of our current executive officer and director.

18

Alexander Bafer.  Mr. Bafer is a founder of the Company and serves as its Chief Executive Officer and a Director.  Mr. Bafer began his career in the financial industry in mid 1990's and joined Merrill Lynch in New York, NY in 1996 where he assisted in the management of a $500 million portfolio, and acquired a Series 7 license, Series 63 license, Series 65 license, and health and life insurance licenses.  Thereafter Mr. Bafer accepted employment as a Senior Account Executive with Preferred Securities Group in Boca Raton, Florida, where he was ultimately promoted to President and Managing Director of the Firm's 3 trading offices, 50 registered representatives, and numerous support personnel.  Mr. Bafer then accepted a position as a fund manager with United Capital Management in Ft. Lauderdale, Florida, where he was closely involved in all aspects of organizing and managing a hedge fund.  Mr. Bafer then served as the Vice President of Guaranteed Mortgage Bankers where he was responsible for managing and training a sales staff of 75 in 6 separate multi-state offices.  After a brief period as a mortgage banker with Royal Bank of Canada, Mr. Bafer assumed the role of Executive Vice President of Investor Relations with Digikidz, a children's media company, where he was involved in raising capital for the company.  In addition, for much of his career Mr. Bafer has been involved with Investment Management of America, a venture capital firm and incubator, where he has been instrumental in raising capital for several start-up ventures.   For the last five years Mr. Bafer has focused his attention on the operations of the Company and trading securities for his own account.  Mr. Bafer received a B.S. degree in Pre-Law from St. John's University in 1995, graduating in the top four percent of his class.  Mr. Bafer has voluntarily allowed his securities licenses to expire.

Directors

Our Bylaws authorize us to have between one and nine Directors.  We currently have one Director.   Our Director is not independent.  Our Directors are appointed for a one-year term to hold office until the next annual meeting of our shareholders and until a successor is appointed and qualified, or until their removal, resignation, or death.

Board Committees

Our Board of Directors has not yet appointed an audit committee, a compensation committee, or a nominating and corporate governance committee due to the small size of our Board. Our Board does not currently have any member who qualifies as an audit committee financial expert. We have no current plans to establish an independent audit committee, compensation committee or corporate governance committee.

Code of Ethics

We do not currently have a Code of Ethics that applies to employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. We plan to adopt a Code of Ethics in near future.

EXECUTIVE COMPENSATION

Summary Compensation Table

The table below summarizes all compensation awarded to, earned by, or paid to each named executive officer for our last two completed fiscal years for all services rendered to us.

SUMMARY COMPENSATION TABLE
Name and principal position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Alexander Bafer, CEO, CFO, & Director	2010	25,000	0	0	0	0	0	0	25,000
	2009	69,700	0	1,533	0	0	0	0	71,233
Christopher Leone, President & Director (resigned in September 2011)	2010	25,000	0	0	0	0	0	0	25,000
	2009	61,800	0	717	0	0	0	0	62,517

19

Employment Agreements

On September 21, 2010, we entered into an employment agreement with Alexander Bafer under which he agreed to serve as our Chief Executive Officer.  The employment agreement provides for three year term, subject to Mr. Bafer’s option to extend the term by an additional three year period.  The agreement provides for a base salary of $150,000 per year and a discretionary bonus in the amount of up to 150% of the base salary, payable quarterly.  The agreement is subject to termination by the Company for cause and also in the event of Mr. Bafer’s death or disability.  Mr. Bafer may terminate the agreement if within two years of a change in control any of the following events occurs: (i) a material diminution of the employee's responsibilities, as compared with the employee’s responsibilities immediately prior to the change in control; (ii) any reduction in the sum of employee's base salary or bonus as of the date immediately prior to the change in control; (iii) any failure to provide the employee with benefits at least as favorable as those enjoyed by similarly situated senior corporate officers at the Company under the Company's pension, life insurance, medical, health and accident, disability or other written employee plans under which the form and/or amounts of benefits are prescribed in applicable documents; (iv) any relocation of the employee's principal site of employment to a location more than 25 miles from the employee's principal site of employment as of the date immediately prior to the change in control; or (v) any material breach of the agreement on the part of the Company.  In the event of a termination as a result of a change of control, Mr. Bafer would be entitled to the following:  (i) a lump sum payment within ninety (90) days of such termination in an amount equal to 2.9 times the base salary; (ii) reimbursement for expenses accrued through the date of termination; (iii) a bonus within ninety (90) days of such termination in an amount equal to 150% of the bonus received by employee, if any, during the year immediately prior to such termination; (iii) all benefits as would have been awarded under the agreement  through the expiration of the term thereof; and (iv) payment sufficient to provide for a gross-up of any excise, income, and other taxes resulting from imposition of the parachute penalties of the Internal Revenue Code or applicable state tax laws.  The agreement contains customary confidentiality and indemnification provisions.   From January 1, 2011 through September 30, 2011, Mr. Bafer has been paid $25,000 in salary, has an additional $81,250 of salary accrued, and has not received a bonus.

Outstanding Equity Awards At Fiscal Year-end Table

At the end of our last completed fiscal year, our named executive officer did not have any outstanding unexercised options, stock that has not vested, or equity incentive plan awards.

Compensation of Directors

Our sole director is an employee of the Company, and does not receive any additional compensation for his service as a director of the Company.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of June 30, 2011, the beneficial ownership of our common stock by each executive officer and director, by each person known by us to beneficially own 5% or more of the our common stock and by the executive officers and directors as a group. Except as otherwise indicated, all shares are owned directly and the percentage shown is based on 29,518,500 shares of common stock issued and outstanding.  Unless otherwise stated, the address of the shareholders set forth in the table is c/o Brick Top Productions, Inc., 433 Plaza Real, Suite 275, Boca Raton, Florida 33432.

Name and address of beneficial owner	Amount of beneficial ownership	Percent of class*
Alexander Bafer, CEO, CFO, and Director	21,900,000	74.2	%
William K. Walden and Florence A. Walden, TEN ENT	1,750,000	5.9	%
Total all executive officers and directors	21,900,000	74.2	%

The persons named above have full voting and investment power with respect to the shares indicated.  Under the rules of the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security.  Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.

20

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related Party Transaction

From time to time our sole executive officer has advanced funds to us for working capital purposes.  In 2010 we issued a note payable of $56,000, due on demand and non-interest bearing, to our sole executive officer to evidence said advances.  The note remains outstanding in the principal amount of $56,000.

Review, Approval and Ratification of Related Party Transaction

Given our small size and limited financial resources, we had not adopted formal policies and procedures for the review, approval or ratification of transactions with our executive officers, directors and significant shareholders. However, we intend that such transactions will, on a going-forward basis, be subject to the review, approval or ratification of our board of directors, or an appropriate committee thereof.

DESCRIPTION OF SECURITIES

Common Stock

We have authorized 100,000,000 shares of common stock, par value of $0.0001 per share, of which 29,643,500 shares were outstanding as of September 30, 2011.

Voting Rights

Holders of common stock have the right to cast one vote for each share of stock in his or her own name on the books of the corporation, whether represented in person or by proxy, on all matters submitted to a vote of holders of common stock, including the election of directors.  There is no right to cumulative voting in the election of directors.  Except where a greater requirement is provided by statute or by the Articles of Incorporation, or by the Bylaws, the presence, in person or by proxy duly authorized, of the holder or holders of a majority of the outstanding shares of the our common voting stock shall constitute a quorum for the transaction of business.  Action on a matter is approved if the votes cast favoring the action exceed the votes cast opposing the action, unless our Articles of Incorporation or the Florida Business Corporation Act (“FBCA”) requires a greater number of affirmative votes.

Dividends

There are no restrictions in our Articles of Incorporation or Bylaws that prevent us from declaring dividends.  The FBCA, however, prohibits us from declaring dividends where after giving effect to the distribution of the dividend: (i) we would not be able to pay our debts as they become due in the usual course of business; or (ii) our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.  We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

Pre-emptive Rights

Holders of common stock are not entitled to pre-emptive or subscription or conversion rights, and there are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of common stock are fully paid and non-assessable.

Share Purchase Warrants

We do not have any outstanding warrants to purchase shares of our common stock.

Options

We do not have any outstanding options to purchase shares of our common stock.

Convertible Securities

We do not have any outstanding securities convertible into shares of our common stock or any rights convertible or exchangeable into shares of our common stock.

Transfer Agent

The transfer agent for our common stock is                  . The transfer agent’s address is                 , and its telephone number is (                   ).

21

INTERESTS OF NAMED EXPERTS AND COUNSEL

The validity of the common stock being offered hereby has been passed upon by Roetzel&Andress.

Li & Company, PC, certified public accountants, has audited our financial statements included in this prospectus and registration statement to the extent and for the periods set forth in their audit report.  The report of Li & Company, PC is included in reliance upon their authority as experts in accounting and auditing.

AVAILABLE INFORMATION

We have filed a registration statement on form S-1 under the Securities Act with the Securities and Exchange Commission with respect to the shares of our common stock offered through this prospectus.  This prospectus is filed as a part of that registration statement, but does not contain all of the information contained in the registration statement and exhibits.  Statements made in the registration statement are summaries of the material terms of the referenced contracts, agreements or documents of the company.  We refer you to our registration statement and each exhibit attached to it for a more detailed description of matters involving the company.  You may inspect the registration statement, exhibits and schedules filed with the Securities and Exchange Commission at the Commission's principal office in Washington, D.C.  Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street, N.E. Washington, D.C. 20549. Please Call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms.  The Securities and Exchange Commission also maintains a web site at http://www.sec.gov that contains reports, proxy Statements and information regarding registrants that files electronically with the Commission.  Our registration statement and the referenced exhibits can also be found on this site.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

In accordance with the provisions in our Articles of Incorporation, we will indemnify an officer, director, or former officer or director, to the full extent permitted by law.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

DEALER PROSPECTUS DELIVERY OBLIGATION

Until ________________, all dealers that effect transactions in these securities whether or not participating in this offering may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

22

BRICK TOP PRODUCTIONS, INC.

(A Development Stage Company)

December 31, 2010 and 2009

INDEX TO FINANCIAL STATEMENTS

	Page(s)
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets at December 31, 2010 and 2009	F-3
Consolidated Statements of Operations for the Year Ended December 31, 2010, for the Period from February 20, 2009 (Inception) through December 31, 2009 and for the Period from February 20, 2009 (Inception) through December 31, 2010	F-4
Consolidated Statement of Equity for the Period from February  20, 2009 (Inception) through December 31, 2010	F-5
Consolidated Statements of Cash Flows for the Year Ended December 31, 2010, for the Period from February 20, 2009 (Inception) through December 31, 2009 and for the Period from February 20, 2009 (Inception) through December 31, 2010	F-6
Notes to the Consolidated Financial Statements	F-8
Consolidated Financial Statements for the Interim Period Ended September 30, 2011 and 2010 (Unaudited)	F-16

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Brick Top Productions, Inc.

Boca Raton, Florida

We have audited the accompanying consolidated balance sheets of Brick Top Productions, Inc., a development stage company, (the “Company”) as of December 31, 2010 and 2009 and the related consolidated statements of operations, stockholders’ equity and cash flows for the year ended December 31, 2010, for the period from February 20, 2009 (inception) through December 31, 2009 and for the period from February 20, 2009 (inception) through December 31, 2010.  These consolidated financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2010 and 2009 and the results of its operations and its cash flows for the year ended December 31, 2010 for the period from February 20, 2009 (inception) through December 31, 2009 and for the period from February 20, 2009 (inception) through December 31, 2010 in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the consolidated financial statements, the Company had a net loss and net cash used in operating activities for the year ended December 31, 2010, respectively.  These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/Li & Company, PC

Li & Company, PC

Skillman, New Jersey

August 5, 2011

F-2

BRICK TOP PRODUCTIONS, INC.

(a Development Stage Company)

CONSOLIDATED BALANCE SHEETS

ASSETS
		December 31,		December 31,
		2010		2009
CURRENT ASSETS
Cash	$	57,581	$	955
Prepaid expenses		17,191		70,868
Deposit receivable		-		90,000
Total Current Assets		74,772		161,823
Computer equipment, net		1,791		2,315
Capitalized pilot costs		280,165		135,050
Deposits		1,590		-
TOTAL ASSETS	$	358,318	$	299,188
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accrued expenses	$	11,663	$	-
Advances from stockholders		56,000		21,500
Total Current Liabilities		67,663		21,500
TOTAL LIABILITIES		67,663		21,500
Preferred stock; $0.0001 par value, 10,000,000 shares authorized none issued or outstanding		-		-
Common stock; $0.0001 par value, 100,000,000 shares authorized 29,468,500 and 29,260,000 issued and outstanding, respectively		2,947		2,926
Additional paid-in capital		802,574		629,124
Deficit accumulated during the development stage		(514,857)		(354,362)
Total Brick Top Production Stockholders' Equity		290,664		277,688
Non-controlling interest in subsidiary		(9)		-
Total Equity		290,655		277,688
TOTAL LIABILITIES AND EQUITY	$	358,318	$	299,188

See accompanying notes to consolidated financial statements.

F-3

BRICK TOP PRODUCTIONS, INC.

(a Development Stage Company)

CONSOLIDATED STATEMENTS OF OPERATIONS

		For The Year Ended December 31, 2010		For The Period From February 20, 2009, (Inception) Through December 31, 2009		For The Period From February 20, 2009, (Inception) Through December 31, 2010
Revenue	$	-	$	-	$	-
Operating expenses:
Compensation		50,000		133,790		183,790
Professional fees		69,648		27,532		97,180
Marketing		1,102		35,675		36,777
Bad debts		-		99,000		99,000
Rent		14,684		45,450		60,134
General and administrative		25,070		12,915		37,985
Total operating expenses		160,504		354,362		514,866
Loss before income taxes and non-controlling interest		(160,504)		(354,362)		(514,866)
Provision for income taxes		-		-		-
Net loss before non-controlling interest		(160,504)		(354,362)		(514,866)
Net loss attributable to non-controlling interest		(9)		-		(9)
Net loss attributable to Brick Top Productions stockholders	$	(160,495)	$	(354,362)	$	(514,857)
Net loss per common share, basic and diluted	$	(0.01)	$	(0.01)
Weighted average common shares outstanding, basic and diluted		29,317,696		27,455,956

See accompanying notes to consolidated financial statements.

F-4

BRICK TOP PRODUCTIONS, INC.

(a Development Stage Company)

CONSOLIDATED STATEMENT OF EQUITY

For the period from February 20, 2009 to December 31, 2010

(Unaudited)

	COMMON STOCK		PAR VALUE		ADDITIONAL PAID IN CAPITAL		DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE		NON- CONTROLLING INTEREST		TOTAL EQUITY
Founder's Stock, February 20, 2009	22,900,000	$	2,290	$	-	$	-	$	-	$	2,290
Stock issued for consulting, February 2009	100,000		10		9,990						10,000
Stock issued for cash at $0.10 per share, February through December 2009 Net of Costs of $15,240	6,250,000		625		609,135						609,760
Stock issued for cash at $1.00 per share, December 2009	10,000		1		9,999						10,000
Net Loss							(354,362)				(354,362)
Balance, December 31, 2009	29,260,000		2,926		629,124		(354,362)		-		277,688
Stock issued for cash at $1.00 per share, January through December 2010 Net of Costs of $35,029	208,500		21		173,450						173,471
Net Loss							(160,495)		(9)		(160,504)
Balance, December 31, 2010	29,468,500	$	2,947	$	802,574	$	(514,857)	$	(9)	$	290,655

See accompanying notes to consolidated financial statements.

F-5

BRICK TOP PRODUCTIONS, INC.

(a Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

		For The Year Ended December 31, 2010		For The Period From February 20, 2009, (Inception) Through December 31, 2009		For The Period From February 20, 2009, (Inception) Through December 31, 2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(160,495)	$	(354,362)	$	(514,857)
Adjustments to reconcile net loss to net cash used in operating activities:
Non controlling interest in subsidiary is current period loss		(9)		-		(9)
Stock compensation		-		12,290		12,290
Bad debt expense		90,000		-		90,000
Depreciation		524		306		830
Changes in operating assets and liabilities:
Prepaid expenses		53,677		(70,868)		(17,191)
Other current assets		-		(90,000)		(90,000)
Deposits		(1,590)		-		(1,590)
Accrued expenses		11,663		-		11,663
Net cash used in operating activities		(6,230)		(502,634)		(508,864)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of computer equipment		-		(2,621)		(2,621)
Capitalized pilot costs		(145,115)		(135,050)		(280,165)
Net cash flows used in investing activities		(145,115)		(137,671)		(282,786)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash proceeds from sale of stock, net of costs		173,471		619,760		793,231
Advances from stockholders		34,500		21,500		56,000
Net cash provided by financing activities		207,971		641,260		849,231
CASH RECONCILIATION
Net increase in cash		56,626		955		57,581
Cash, beginning		955		-		-
CASH, END OF PERIOD	$	57,581	$	955	$	57,581
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Interest paid	$	-	$	-	$	-
Income tax paid	$	-	$	-	$	-

See accompanying notes to consolidated financial statements.

F-6

BRICK TOP PRODUCTIONS, INC.

(A Development Stage Company)

December 31, 2010 and 2009

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and operations

Brick Top Productions, Inc.

Brick Top Productions, Inc. (the “Company”) was incorporated in the State of Florida on February 20, 2009 under the name “York Entertainment, Inc.”

Acquisition of a majority equity interest of York Productions, LLC

York Productions, LLC (“York” or “LLC”) was formed in the State of Florida on October 22, 2008. On June 1, 2010, the Company acquired 6,000 Class A units of York Productions, LLC for $75,000, representing a 60% equity interest.  Prior to June 1, 2010 (the date of acquisition) York Productions, LLC was inactive. Initial operations of LLC have included organization and incorporation, target market identification, new product development, marketing plans, and capital formation.  A substantial portion of the Company’s activities has involved developing a business plan and establishing contacts and visibility in the marketplace.  

The Company has not yet commenced its planned principal operations of producing motion pictures.

2. Summary of significant accounting policies

Basis of presentation

The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Principles of consolidation

The consolidated financial statements include all the accounts of the Company as of December 31, 2010 and 2009 and for the year ended December 31, 2010 and for the period from February 20, 2009 (inception) through December 31, 2009 and all the accounts of York Productions, LLC as of December 31, 2010 and for the period from June 1, 2010 (date of acquisition) through December 31, 2010.  All inter-company balances and transactions have been eliminated.

Development stage company

The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. All losses accumulated since inception have been considered as part of the Company’s development stage activities.

Use of estimates and assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Due to the limited level of operations, the Company has not had to make material assumptions or estimates other than the assumption that the Company is a going concern.

Business combination

In accordance with section 805-10-05 of the FASB Accounting Standards Codification the Company allocates the purchase price of acquired entities to the tangible and intangible assets acquired and liabilities assumed, based on their estimated fair values.

F-7

Management makes estimates of fair values based upon assumptions believed to be reasonable.  These estimates are based on historical experience and information obtained from the management of the acquired companies. Critical estimates in valuing certain of the intangible assets include but are not limited to: future expected cash flows from revenues, customer relationships, key management and market positions, assumptions about the period of time the acquired trade names will continue to be used in the Company’s combined product portfolio, and discount rates used to establish fair value.  These estimates are inherently uncertain and unpredictable.  Assumptions may be incomplete.

Fair value of financial instruments measured on a recurring basis

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: 

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses, approximate their fair values because of the short maturity of these instruments.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

It is not however, practical to determine the fair value of advances from stockholders due to their related party nature.

Carrying value, recoverability and impairment of long-lived assets

The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets include computer equipment and capitalized pilot costs which are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful livesagainst their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets.  Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable.If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

The Company determined that there were no impairments of long-lived assets as of December 31, 2010 or 2009.

F-8

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Computer equipment

Computer equipment is recorded at cost.  Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred.  Depreciation of computer equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful lives of five (5).  Upon sale or retirement of computer equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations.

Film property and screenplay rights

The Company capitalized costs it incurs to buy film or transcripts that will later be marketed or be used in the production of films according to ASC 926, Entertainment – Films. The Company will begin to amortize capitalized film cost when a film is released and it begins to recognize revenue from the film.  

Related parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include:  a. the nature of the relationship(s) involvedb. description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitment and contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur.  The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.  In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements.  If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

F-9

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.  Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

Non-controlling interest

The Company follows paragraph 810-10-65-1 of the FASB Accounting Standards Codification to report the non-controlling interest in York Productions, LLC, its majority owned subsidiary in the consolidated statements of balance sheets within the equity section, separately from the Company’s stockholders’ equity.  Non-controlling interest represents the non-controlling interest holder’s proportionate share of the equity of the Company’s majority-owned subsidiary, York Productions, LLC.  Non-controlling interest is adjusted for the non-controlling interest holder’s proportionate share of the earnings or losses and other comprehensive income (loss) and the non-controlling interest continues to be attributed its share of losses even if that attribution results in a deficit non-controlling interest balance.

Revenue recognition

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement that the services have been rendered to the customer, the sales price is fixed or determinable, and collectability is reasonably assured.

Equity instruments issued to parties other than employees for acquiring goods or services

The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of section 505-50-30 of the FASB Accounting Standards Codification (“Section 505-50-30”).

Pursuant to Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.  The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur.

Pursuant to Paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded.

Income taxes

The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25.addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.  The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

F-10

Net loss per common share

Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.  Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period.

There were no potentially dilutive shares outstanding as of December 31, 2010 or 2009.

Cash flows reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.  The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

Subsequent events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

Recent accounting pronouncements

In January 2010, the FASB issued the FASB Accounting Standards Update No. 2010-06 “Fair Value Measurements and Disclosures (Topic 820) Improving Disclosures about Fair Value Measurements”, which provides amendments to Subtopic 820-10 that requires new disclosures as follows:

1.

Transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers.

2.

Activity in Level 3 fair value measurements. In the reconciliation for fair value measurements using significant unobservable inputs (Level 3), a reporting entity should present separately information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number).

This Update provides amendments to Subtopic 820-10 that clarify existing disclosures as follows:

1.

Level of disaggregation. A reporting entity should provide fair value measurement disclosures for each class of assets and liabilities. A class is often a subset of assets or liabilities within a line item in the statement of financial position. A reporting entity needs to use judgment in determining the appropriate classes of assets and liabilities.

2.

Disclosures about inputs and valuation techniques. A reporting entity should provide disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements. Those disclosures are required for fair value measurements that fall in either Level 2 or Level 3.

This Update also includes conforming amendments to the guidance on employers' disclosures about postretirement benefit plan assets (Subtopic 715-20). The conforming amendments to Subtopic 715-20 change the terminology from major categories of assets to classes of assets and provide a cross reference to the guidance in Subtopic 820-10 on how to determine appropriate classes to present fair value disclosures. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.

F-11

In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-28 “Intangibles—Goodwill and Other (Topic 350):When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts”(“ASU 2010-28”).Under ASU 2010-28, if the carrying amount of a reporting unit is zero or negative, an entity must assess whether it is more likely than not that goodwill impairment exists. To make that determination, an entity should consider whether there are adverse qualitative factors that could impact the amount of goodwill, including those listed in ASC 350-20-35-30. As a result of the new guidance, an entity can no longer assert that a reporting unit is not required to perform the second step of the goodwill impairment test because the carrying amount of the reporting unit is zero or negative, despite the existence of qualitative factors that indicate goodwill is more likely than not impaired. ASU 2010-28 is effective for public entities for fiscal years, and for interim periods within those years, beginning after December 15, 2010, with early adoption prohibited.

In December 2010, the FASB issued the FASB Accounting Standards Update No. 2010-29 “Business Combinations (Topic 805):Disclosure of Supplementary Pro Forma Information for Business Combinations”(“ASU 2010-29”). ASU 2010-29 specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in this Update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amended guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

3. Going concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.  As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage of $514,857 and net cash used in operations of $151,345 and $637,684 for the years ended December 31, 2010 and 2009, respectively. These conditions raise substantial doubt about its ability to continue as a going concern.

While the Company is attempting to produce sufficient sales, the Company’s cash position may not be sufficient to support the Company’s daily operations. While the Company believes in the viability of its strategy to produce sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues.

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

4. Option agreement

On April 4, 2009, the Company entered into an Option Agreement with Jonathan Christopher, LLC (the “Option Agreement”).  Pursuant to the terms of the Option Agreement, the Company paid Jonathan Christopher, LLC $189,000 for rights to acquire screenplays that could be produced into commercially salable motion pictures. The amount paid was to be refunded in the event the Company elected not to exercise its option to acquire screenplays from Jonathan Christopher, LLC.  The option expired unexercised on September 20, 2010.  Since the expiration of the option Jonathan Christopher, LLC has repaid $90,000 of the amounts advanced, leaving an outstanding balance of $99,000 owed by Jonathan Christopher, LLC to BTP.  As of December 31, 2010, the Company considered the collectability of this balance doubtful and has written the balance down to bad debt expense of $99,000 in 2009.

5. Capitalized pilot costs

On June 4, 2010, the Company’s majority owned subsidiary, York Productions, LLC, entered into a Production Services Agreement with Nick Nick, Inc.  Under this agreement, York Productions, LLC contributed $85,000 in capital to Nick Nick, Inc. for the production of the “Doorman” pilot.  Additionally, York Productions, LLC is assigned rights to “Intellectual Property” by Nick Nick, Inc.

F-12

The Company capitalizes film costs.  The total capitalized pilot costs of $280,165 on the balance sheet are attributable to the “Doorman” pilot. The Company will begin amortization of capitalized film costs and accrual (expensing) of participation costs when a film is released and it begins to recognize revenue from that film.  The costs of producing a film and bringing that film to market consist of film costs, participation costs, exploitation costs, and manufacturing costs. Pursuant to FASB Codification Topic 926-20-35, the Company will begin amortization of capitalized film costs using the individual-film-forecast-computation which amortizes or accrues such costs in the same ratio that current period actual revenue bears to the estimated remaining unrecognized ultimate revenue as of the beginning of the current fiscal year.

At March 30, 2011, capitalized production costs were 100% complete for the “Doorman” pilot.

6. Stockholder’s equity

Shares authorized

The Company is authorized to issue Common Stock of 100,000,000 shares, at a par value of $0.0001, and Preferred Stock of 10,000,000 shares at a par value of $0.0001

Issuance of common shares

In February 2009, the Company issued 22,900,000 common shares to its founders.  Of those shares, the Company issued 15,333,333 to the Chief Financial Officer, Mr. Alexander Bafer and 7,166,667 to the President, Christopher Leone, and 400,000 to the attorneys.

From February through December 2009, the Company issued a total of 6,250,000 common shares at $0.10 per share for a total value of $625,000. Transaction costs associated with this issuance were $15,240 leaving the Company with $609,760 of net proceeds.

In February 2009, the Company issued 100,000 common shares for professional services valued at $0.10 per share or $10,000 in aggregate.

In December 2009, the Company issued 10,000 common shares at $1.00 per share for a total value of $10,000.

During January through December 2010, the Company issued a total of 208,500 common shares at $1.00 per share for a total value of $208,500. Transaction costs associated with this issuance were $35,029 leaving the Company with $173,471 of net proceeds.

7. Related party transactions

Advances from chief executive officer and stockholder

As of December 31, 2010, the Company is reporting a note payable of $56,000; due on demand and non-interest bearing. This note is due to the Company’s executive officers and reflects advances and expenses paid on behalf of the Company by its executive officers.

Production Services Agreement with a Related Party

On June 1, 2010, the Company acquired 6,000 Class A units of York Productions, LLC, for $75,000, representing a 60% majority ownership.  The remaining 4,000 Class A units were issued to Nick Turturro in exchange for rights to the “Doorman” screenplay.

On June 4, 2010, our majority owned subsidiary York Productions, LLC, entered into a Production Services Agreement with Nick Nick, Inc.  York owns the right to produce and exploit a theatrical motion picture entitled “The Doorman” based on the original screenplay and other intellectual property assigned to York by Nick Turturro.  Under the Production Services Agreement, York Productions, LLC paid $85,000 to Nick Nick, Inc. for contracted production services of the “Doorman” pilot.

8. Commitments and contingencies

Lease agreement

On February 1, 2010, the Company entered into a lease agreement with Reflections of Boca, LLC.  The term of the lease is twelve months, automatically renewing, unless written notice of termination is provided ninety days prior to January 31, 2011.  The Company notified Reflections ninety (90) days prior to January 31, 2011 that it decided not to renew the lease upon its expiration on January 31, 2011.

F-13

Employment agreements

On September 21, 2010, the Company entered into an employment agreement (“Employment Agreement”) with its chief executive officer (“CEO”), which requires that the CEO be paid an annual base salary of $150,000 for three (3) years from date of signing. Employee may extend the Employment Agreement for an additional three (3) years.

On September 21, 2010, the Company entered into an employment agreement (“Employment Agreement”) with its president (“President”), which requires that the President be paid an annual base salary of $150,000 for three (3) years from date of signing. Employee may extend the Employment Agreement for an additional three (3) years.

9. Income taxes

Deferred tax assets

At December 31, 2010, the Company had net operating loss (“NOL”) carry–forwards for Federal income tax purposes of $514,857 that may be offset against future taxable income through 2030.  No tax benefit has been reported with respect to these net operating loss carry-forwards in the accompanying financial statements because the Company believes that the realization of the Company’s net deferred tax assets of approximately $175,051 was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are fully offset by a valuation allowance of $175,051.

Deferred tax assets consist primarily of the tax effect of NOL carry-forwards.  The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.  The valuation allowance increased approximately $54,568 and $120,483 for the year ended December 31, 2010 and for the period from February 20, 2009 (Inception) through December 31, 2009.

Components of deferred tax assets at December 31, 2010 and 2009 are as follows:

	December 31, 2010		December 31, 2009
Net deferred tax assets – Non-current:
Expected income tax benefit from NOL carry-forwards	$	175,051	$	120,483
Less valuation allowance		(175,051)		(120,483)
Deferred tax assets, net of valuation allowance	$	-	$	-

Income taxes in the statements of operations

A reconciliation of the federal statutory income tax rate and the effective income tax rate as a percentage of income before income taxes is as follows:

	For the Year Ended December 31, 2011		For the Period From February 20, 2009 (Inception) Through December 31, 2009
Federal statutory income tax rate	34.0	%	34.0	%
Change in valuation allowance on net operating loss carry-forwards	(34.0)	%	(34.0)
Effective income tax rate	0.0	%	0.0	%

10. Subsequent events

The Company has evaluated all events that occurred after the balance sheet through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were certain reportable subsequent events to be disclosed as follows:

On July 27, 2011, the Company sold 50,000 common shares at $1.00 per share, or an aggregate of $50,000 to an individual investor.

F-14

BRICK TOP PRODUCTIONS, INC.

(a Development Stage Company)

CONSOLIDATED BALANCE SHEETS

ASSETS
		September 30,		December 31,
		2011		2010
		(unaudited)
CURRENT ASSETS
Cash	$	79,909	$	57,581
Prepaid expenses		5,000		17,191
Total Current Assets		84,909		74,772
Computer equipment, net		1,398		1,791
Capitalized pilot costs		292,931		280,165
Deposits		2,214		1,590
TOTAL ASSETS	$	381,452	$	358,318
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accrued expenses	$	151,022	$	11,663
Advances from stockholders		56,000		56,000
Total Current Liabilities		207,022		67,663
TOTAL LIABILITIES		207,022		67,663
EQUITY
Preferred stock; $0.0001 par value, 10,000,000 shares authorized none issued or outstanding		-		-
Common stock; $0.0001 par value, 100,000,000 shares authorized 29,643,500 and 29,468,500 issued and outstanding, respectively		2,965		2,947
Additional paid-in capital		972,650		802,574
Deficit accumulated during the development stage		(801,176)		(514,857)
Total Brick Top Production Stockholders' Equity		174,439		290,664
Non-controlling interest in subsidiary		(9)		(9)
Total Equity		174,430		290,655
TOTAL LIABILITIES AND EQUITY	$	381,452	$	358,318

See accompanying notes to consolidated financial statements.

F-15

BRICK TOP PRODUCTIONS, INC.

(a Development Stage Company)

CONSOLIDATED STATEMENT OF OPERATIONS

		For Nine Months Ended September 30, 2011		For Nine Months Ended September 30, 2010		For the Period from February 20, 2009, (Inception) Through September 30, 2011
		(unaudited)		(unaudited)		(unaudited)
Revenue	$	-	$	-	$	-
Operating expenses:
Compensation		230,000		18,750		413,790
Professional fees		41,207		7,877		138,387
Marketing		-		-		36,777
Bad debts		-		-		99,000
Rent		4,399		8,929		64,533
General and administrative		10,713		6,768		48,698
Total operating expenses		286,319		42,324		801,185
Loss before income taxes and non-controlling interest		(286,319)		(42,324)		(801,185)
Provision for income taxes		-		-		-
Net loss before non-controlling interest		(286,319)		(42,324)		(801,185)
Net loss attributable to non-controlling interest		-		(9)		(9)
Net loss attributable to Brick Top Productions stockholders	$	(286,319)	$	(42,315)	$	(801,176)
Net loss per common share, basic and diluted	$	(0.01)	$	(0.00)
Weighted average common shares outstanding, basic and diluted		29,518,408		29,279,903

See accompanying notes to consolidated financial statements.

F-16

BRICK TOP PRODUCTIONS, INC.

(a Development Stage Company)

CONSOLIDATED STATEMENT OF EQUITY

For the period from February 20, 2009 through September 30, 2011

(Unaudited)

	COMMON STOCK		PAR VALUE		ADDITIONAL PAID IN CAPITAL		DEFICIT ACCUMULATED DURING THE DEVELOPMENT STAGE		NON- CONTROLLING INTEREST		TOTAL EQUITY
Founder's Stock, February 20, 2009	22,900,000	$	2,290	$	-	$	-	$	-	$	2,290
Stock issued for consulting, February 2009	100,000		10		9,990						10,000
Stock issued for cash at $0.10 per share, February through December 2009 Net of Costs of $15,240	6,250,000		625		609,135						609,760
Stock issued for cash at $1.00 per share, December 2009	10,000		1		9,999						10,000
Net Loss							(354,362)				(354,362)
Balance, December 31, 2009	29,260,000		2,926		629,124		(354,362)		-		277,688
Stock issued for cash at $1.00 per share, January through December 2010 Net of Costs of $35,029	208,500		21		208,479						208,500
Net Loss							(160,495)		(9)		(160,504)
Balance, December 31, 2010	29,468,500	$	2,947	$	802,574	$	(514,857)	$	(9)	$	290,655
Stock issued for cash at $1.00 per share, June  14, 2011	50,000		5		49,995						50,000
Stock issued for cash at $1.00 per share, June  23, 2011	50,000		5		49,995						50,000
Stock issued for cash at $1.00 per share, July 27, 2011 Net of Costs of $4,906	50,000		5		45,089						45,094
Stock issued for cash at $1.00 per share, August 18, 2011	25,000		3		24,997						25,000
Net Loss							(286,319)				(286,319)
Balance, September 30, 2011	29,643,500	$	2,965	$	972,650	$	(801,176)	$	(9)	$	174,430

See accompanying notes to consolidated financial statements.

F-17

BRICK TOP PRODUCTIONS, INC.

(a Development Stage Company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

		For the Nine Months Ended September 30, 2010		For the Nine Months Ended September 30, 2010		For The Period From February 20, 2009, (Inception) Through September 30, 2011
		(unaudited)		(unaudited)		(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(286,319)	$	(42,315)	$	(801,176)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Stock compensation		-		-		12,290
Bad debt expense		-		-		90,000
Depreciation		393		393		1, 223
Non - controlling interest in Subsidiary’s current period net loss		-		(9)		(9)
Changes in operating assets and liabilities:
Prepaid expenses		12,191		4,588		( 5,000 )
Other current assets				90,000		90,000
Deposits		(624)		(1,590)		( 2,214 )
Accrued expenses		139,359		336		151,022
Net cash provided by (used in) operating activities		(135,000)		51,403		(643,864)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of computer equipment		-		-		(2,621)
Capitalized pilot costs		(12,766)		( 113,559 )		(292,931)
Net cash flows used in investing activities		(12,766)		( 113,559 )		(295,552)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash proceeds from sale of stock, net of costs		170,094		127,788		963,325
Advances from stockholders		-		34, 500		56,000
Net cash provided by financing activities		170,094		162,288		1,019,325
CASH RECONCILIATION
Net change in cash		22,328		100,132		79,909
Cash, beginning of period		57,581		955		-
CASH, END OF PERIOD	$	79,909	$	101,087	$	79,909
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
Interest paid	$	-	$	-	$	-
Income tax paid	$	-	$	-	$	-

See accompanying notes to consolidated financial statements.

F-18

Brick Top Productions, Inc.

(A Development Stage Company)

September 30, 2011 and 2010

Notes to the Consolidated Financial Statements

(Unaudited)

1. Organization and operations

Brick Top Productions, Inc.

Brick Top Productions, Inc. (the “Company”) was incorporated under the laws of the State of Florida on February 20, 2009 under the name “York Entertainment, Inc.”

Acquisition of a majority equity interest of York Productions, LLC

York Productions, LLC (“York” or “LLC”) was organized under the laws of the State of Florida on October 22, 2008. On June 1, 2010, the Company acquired 6,000 Class A units of York Productions, LLC for $75,000, representing a 60% equity interest.  Prior to June 1, 2010 (the date of acquisition) York Productions, LLC was inactive. Initial operations of the LLC have included organization and incorporation, target market identification, new product development, marketing plans, and capital formation.  A substantial portion of the Company’s activities has involved developing a business plan and establishing contacts and visibility in the marketplace.  

The Company has not yet currently commenced its planned principal operations of producing motion pictures.

2. Summary of significant accounting policies

Basis of presentation – unaudited interim financial information

The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for the interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X.  Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements.  The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented.  Unaudited interim results are not necessarily indicative of the results for the full fiscal year.  These consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2010, for the period from February 20, 2009 (inception) through December 31, 2009 and for the period from February 20, 2009 (inception) through December 31, 2010 and notes thereto contained in the information filed as part of the Company’s Registration Statement on Form S-1, of which this Prospectus is a part.

Principles of consolidation

The consolidated financial statements include all accounts of the entities as of the reporting period ending date(s) and for the reporting period(s) as follows:

Entity	Reporting period ending date(s) and reporting period(s)
Brick Top Productions, Inc.	As of September 30, 2011 and 2010 and for the interim periods then ended and for the period from February 20, 2009 (inception) through September 30, 2011
LLC	As of September 30, 2011 and 2010 and for the interim periods ended September 30, 2011, for the period from June 1, 2010 (inception) through September 30, 2010, and for the period from June 1, 2010 (inception) through September 30, 2011

All inter-company balances and transactions have been eliminated.

F-19

Development stage company

The Company is a development stage company as defined by section 915-10-20 of the FASB Accounting Standards Codification. The Company is still devoting substantially all of its efforts on establishing the business and, therefore, still qualifies as a development stage company.  All losses accumulated since inception have been considered as part of the Company’s development stage activities.

Use of estimates and assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

The Company’s significant estimates and assumptions include the fair value of financial instruments; the carrying value, recoverability and impairment, if any, of long-lived assets, including the values assigned to and the estimated useful lives of computer equipment and capitalized pilot costs; income tax rate, income tax provision and valuation allowance of deferred tax assets; and the assumption that the Company will continue as a going concern.  Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly reviews its estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such reviews, and if deemed appropriate, those estimates are adjusted accordingly.  Actual results could differ from those estimates.

Business combination

In accordance with section 805-10-05 of the FASB Accounting Standards Codification the Company allocates the purchase price of acquired entities to the tangible and intangible assets acquired and liabilities assumed, based on their estimated fair values.

Management makes estimates of fair values based upon assumptions believed to be reasonable.  These estimates are based on historical experience and information obtained from the management of the acquired companies. Critical estimates in valuing certain of the intangible assets include but are not limited to: future expected cash flows from revenues, customer relationships, key management and market positions, assumptions about the period of time the acquired trade names will continue to be used in the Company’s combined product portfolio, and discount rates used to establish fair value.  These estimates are inherently uncertain and unpredictable.  Assumptions may be incomplete.

Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below: 

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

F-20

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, prepaid expenses and accrued expenses, approximate their fair values because of the short maturity of these instruments.

Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

It is not however, practical to determine the fair value of advances from stockholders due to their related party nature.

Carrying value, recoverability and impairment of long-lived assets

The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which include computer equipment and capitalized pilot costs are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets.  Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; and (v) regulatory changes.  The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

Management will periodically review the recoverability of the capitalized pilot costs. Management takes into consideration various information. If it is determined that a project or property will be abandoned or its carrying value has been impaired, a provision is made for any expected loss on the project or property.

The impairment charges, if any, is included in operating expenses in the accompanying statements of operations.

Cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Computer equipment

Computer equipment is recorded at cost.  Expenditures for major additions and betterments are capitalized. Maintenance and repairs are charged to operations as incurred.  Depreciation of computer equipment is computed by the straight-line method (after taking into account their respective estimated residual values) over the assets estimated useful lives of five (5).  Upon sale or retirement of computer equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations.

F-21

Capitalized pilot costs - film property and screenplay rights

The Company capitalizes costs it incurs to buy film or transcripts that will later be marketed or be used in the production of films according to ASC 926, Entertainment – Films. The Company will begin to amortize capitalized film cost when a film is released and it begins to recognize revenue from the film.

Related parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include:  a. the nature of the relationship(s) involvedb.  description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitment and contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur.  The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment.  In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements.  If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.  Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s consolidated financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

F-22

Non-controlling interest

The Company follows paragraph 810-10-65-1 of the FASB Accounting Standards Codification to report the non-controlling interest in York Productions, LLC, its majority owned subsidiary in the consolidated statements of balance sheets within the equity section, separately from the Company’s stockholders’ equity.  Non-controlling interest represents the non-controlling interest holder’s proportionate share of the equity of the Company’s majority-owned subsidiary, York Productions, LLC.  Non-controlling interest is adjusted for the non-controlling interest holder’s proportionate share of the earnings or losses and other comprehensive income (loss) and the non-controlling interest continues to be attributed its share of losses even if that attribution results in a deficit non-controlling interest balance.

Revenue recognition

The Company follows paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company will recognize revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when it has persuasive evidence of an arrangement that the services have been rendered to the customer, the sales price is fixed or determinable, and collectability is reasonably assured.

Stock-based compensation for obtaining employee services

The Company accounts for its stock based compensation in which the Company obtains employee services in share-based payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.  The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur.

The fair value of each option award is estimated on the date of grant using a Black-Scholes option-pricing valuation model.  The ranges of assumptions for inputs are as follows:

·

The Company uses historical data to estimate employee termination behavior.  The expected life of options granted is derived from paragraph 718-10-S99-1 of the FASB Accounting Standards Codification and represents the period of time the options are expected to be outstanding.

·

The expected volatility is based on a combination of the historical volatility of the comparable companies’ stock over the contractual life of the options.

·

The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the contractual life of the option.

·

The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the contractual life of the option.

The Company’s policy is to recognize compensation cost for awards with only service conditions and a graded vesting schedule on a straight-line basis over the requisite service period for the entire award.

Equity instruments issued to parties other than employees for acquiring goods or services

The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of section 505-50-30 of the FASB Accounting Standards Codification (“Section 505-50-30”).

Pursuant to Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.  The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur.

F-23

Pursuant to Paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded.

Income taxes

The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25.addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  

Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.  

Uncertain tax positions

The Company did not take any uncertain tax positions and had no adjustments to the unrecognized tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the interim period ended September 30, 2011 or 2010.

Net income (loss)per common share

Net income (loss) per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification.  Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period.  Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, stock options and warrants.

There were no potentially dilutive shares outstanding for the interim period ended September 30, 2011 or 2010.

Cash flows reporting

The Company adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-25 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.  The Company reports the reporting currency equivalent of foreign currency cash flows, using the current exchange rate at the time of the cash flows and the effect of exchange rate changes on cash held in foreign currencies is reported as a separate item in the reconciliation of beginning and ending balances of cash and cash equivalents and separately provides information about investing and financing activities not resulting in cash receipts or payments in the period pursuant to paragraph 830-230-45-1 of the FASB Accounting Standards Codification.

F-24

Subsequent events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will evaluate subsequent events through the date when the financial statements were issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards Codification, the Company as an SEC filer considers its financial statements issued when they are widely distributed to users, such as through filing them on EDGAR.

Recent accounting pronouncements

In May 2011, the FASB issued the FASB Accounting Standards Update No. 2011-04 “Fair Value Measurement” (“ASU 2011-04”).  This amendment and guidanceare the result of the work by the FASB and the IASB to develop common requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and International Financial Reporting Standards (IFRSs).

This update does not modify the requirements for when fair value measurements apply; rather, they generally represent clarifications on how to measure and disclose fair value under ASC 820, Fair Value Measurement, including the following revisions:

·

An entity that holds a group of financial assets and financial liabilities whose market risk (that is, interest rate risk, currency risk, or other price risk) and credit risk are managed on the basis of the entity’s net risk exposure may apply an exception to the fair value requirements in ASC 820 if certain criteria are met. The exception allows such financial instruments to be measured on the basis of the reporting entity’s net, rather than gross, exposure to those risks.

·

In the absence of a Level 1 input, a reporting entity should apply premiums or discounts when market participants would do so when pricing the asset or liability consistent with the unit of account.

·

Additional disclosures about fair value measurements.

The amendments in this Update are to be applied prospectively and are effective for public entity during interim and annual periods beginning after December 15, 2011.

In June 2011, the FASB issued the FASB Accounting Standards Update No. 2011-05 “ Comprehensive Income” (“ASU 2011-05”), which was the result of a joint project with the IASB and amends the guidance in ASC 220, Comprehensive Income, by eliminating the option to present components of other comprehensive income (OCI) in the statement of stockholders’ equity. Instead, the new guidance now gives entities the option to present all nonowner changes in stockholders’ equity either as a single continuous statement of comprehensive income or as two separate but consecutive statements. Regardless of whether an entity chooses to present comprehensive income in a single continuous statement or in two separate but consecutive statements, the amendments require entities to present all reclassification adjustments from OCI to net income on the face of the statement of comprehensive income.

The amendments in this Update should be applied retrospectively and are effective for public entity for fiscal years, and interim periods within those years, beginning after December 15, 2011.

Management does not believe that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying consolidated financial statements.

3. Going concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the accompanying consolidated financial statements, the Company had a deficit accumulated during the development stage at September 30, 2011, a net loss and net cash used in operating activities for the interim period then ended, respectively. These conditions raise substantial doubt about its ability to continue as a going concern.

F-25

While the Company is attempting to commence operations and produce sufficient sales, the Company’s cash position may not be sufficient to support the Company’s daily operations. While the Company believes in the viability of its strategy to commence operations and produce sales volume and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues.

The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

4. Capitalized pilot costs

On June 4, 2010, the Company’s majority owned subsidiary, York Productions, LLC, entered into a Production Services Agreement with Nick Nick, Inc.  Under this agreement, York Productions, LLC contributed $85,000 in capital to Nick Nick, Inc. for the production of the “Doorman” pilot.  Additionally, York Productions, LLC is assigned rights to “Intellectual Property” by Nick Nick, Inc.

The Company capitalizes film costs.  The total capitalized pilot costs on the balance sheet of $292,931 are attributable to the “Doorman” pilot. The Company will begin amortization of capitalized film costs and accrual (expensing) of participation costs when a film is released and it begins to recognize revenue from that film.  The costs of producing a film and bringing that film to market consist of film costs, participation costs, exploitation costs, and manufacturing costs. Pursuant to FASB Codification Topic 926-20-35, the Company will begin amortization of capitalized film costs using the individual-film-forecast-computation which amortizes or accrues such costs in the same ratio that current period actual revenue bears to the estimated remaining unrecognized ultimate revenue as of the beginning of the current fiscal year.

At March 30, 2011, capitalized production costs were 100% complete for the “Doorman” pilot.

5. Stockholder’s equity

Shares authorized

The Company is authorized to issue Common Stock of 100,000,000 shares at a par value of $0.0001 and Preferred Stock of 10,000,000 shares at a par value of $0.0001.

Issuance of common shares

In February 2009, the Company issued 22,900,000 common shares to its founders.  Of those shares, the Company issued 15,333,333 to the Chief Financial Officer, Mr. Alexander Bafer and 7,166,667 to the President, Christopher Leone, and 400,000 to the attorneys.

From February through December 2009, the Company issued a total of 6,250,000 common shares at $0.10 per share for a total value of $625,000.  Transaction costs associated with this issuance were $15,240 leaving the Company with $609,760 of net proceeds.

In February 2009, the Company issued 100,000 common shares for professional services valued at $0.10 per share, or $10,000 in aggregate.

In December 2009, the Company issued 10,000 common shares at $1.00 per share for a total value of $10,000.

During January through December 2010, the Company issued a total of 208,500 common shares at $1.00 per share for a total value of $208,500. Transaction costs associated with this issuance were $35,029 leaving the Company with $173,471 of net proceeds.

In June 2011, the Company issued a total of 100,000 common shares at $1.00 per share for an aggregate of $100,000 to an individual.

On July 27, 2011, the Company sold 50,000 common shares at $1.00 per share, or an aggregate of $50,000 to an individual investor. Transaction costs associated with this issuance were $4,906 leaving the Company with $45,094 of net proceeds.

On August 8, 2011, the Company sold 25,000 common shares at $1.00 per share, or $25,000 to an individual investor.

F-26

6. Related party transactions

Advances from chief executive officer and stockholder

From time to time, the Chairman, CEO and significant stockholder of the Company advance funds to the Company for working capital purpose.  Those advances are unsecured, non-interest bearing and due on demand.

Advances from stockholder at September 30, 2011 and December 31, 2010 consisted of the following:

	September 30, 2011		December 31, 2010
Advances from chairman, chief executive officer and stockholder	$	56,000	$	56,000
	$	56,000	$	56,000

Production services agreement with a related party

On June 1, 2010, the Company acquired 6,000 Class A units of York Productions, LLC, for $75,000, representing a 60% majority ownership.  The remaining 4,000 Class A units were issued to Nick Turturro in exchange for rights to the “Doorman” screenplay.

On June 4, 2010, the Company’s majority owned subsidiary York Productions, LLC, entered into a Production Services Agreement with Nick Nick, Inc.  York owns the right to produce and exploit a theatrical motion picture entitled “The Doorman” based on the original screenplay and other intellectual property assigned to York by Nick Turturro.  Under the Production Services Agreement, York Productions, LLC paid $85,000 to Nick Nick, Inc. for contracted production services of the “Doorman” pilot.

7. Commitments and contingencies

Lease agreements

Reflections of Boca, LLC

On February 1, 2010, the Company entered into a lease agreement with Reflections of Boca, LLC (“Reflections”).  The term of the lease is twelve months, automatically renewing, unless written notice of termination is provided ninety (90) days prior to January 31, 2011. The Company notified Reflections ninety (90) days prior to January 31, 2011 that it decided not to renew the lease upon its expiration on January 31, 2011.

Regus Management Group, LLC

On September 15, 2011, the Company entered into a lease agreement with Regus Management Group, LLC. The term of the lease is effective from November 1, 2011 to October 31, 2012. The monthly rent base payment is $1,107.  Future minimum payments required under this non-cancelable operating lease were as follows:

Year ending December 31:
2011 (remainder of the year)	$	2,214
2012		11,070
	$	13,284

F-27

Employment agreements

Chief executive officer

On September 21, 2010, the Company entered into an employment agreement (“Employment Agreement”) with its chief executive officer (“CEO”), which requires that the CEO be paid an annual base salary of $150,000 for three (3) years from date of signing. Employee may extend the Employment Agreement for an additional three (3) years.

President

On September 21, 2010, the Company entered into an employment agreement (“Employment Agreement”) with its president (“President”), which requires that the President be paid an annual base salary of $150,000 for three (3) years from date of signing. Employee may extend the Employment Agreement for an additional three (3) years.

On September 1, 2011, the President of the Company resigned his position and the Employment Agreement was terminated immediately.

8. Subsequent events

The Company has evaluated all events that occurred after the balance sheet through the date when the financial statements were issued to determine if they must be reported. The Management of the Company determined that there were no reportable subsequent events to be disclosed.

F-28

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Registration Fees	$	$830
Transfer Agent Fees	$	0
Accounting Fees and Expenses	$	$50,000
Legal Fees and Expenses	$	30,000
Miscellaneous Fees and Expenses	$	4,170
Total	$	85,000

All amounts are estimates other than the Commission’s registration fee. We are paying all expenses of the offering listed above. No portion of these expenses will be borne by the selling shareholders. The selling shareholders, however, will pay any other expenses incurred in selling their common stock, including any brokerage commissions or costs of sale.

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Our officers and directors are indemnified as provided by the FBCA and our Bylaws.  Our Articles of Incorporation provide that we shall indemnify any present or former officer or director, or person exercising powers and duties of an officer or a director, to the full extent now or hereafter permitted by law.  Our Bylaws set forth indemnification provisions which are substantively the same as those provided in the FBCA, as follows:

(1)  The Company shall indemnify any person who was or is a party to any proceeding (other than an action by, or in the right of, the corporation), by reason of the fact that he or she is or was a director, officer, employee, or agent of the Company or is or was serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against liability incurred in connection with such proceeding, including any appeal thereof, if he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the Company or, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

(2)  A corporation shall indemnify any person, who was or is a party to any proceeding by or in the right of the Company to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee, or agent of the Company or is or was serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses and amounts paid in settlement not exceeding, in the judgment of the board of directors, the estimated expense of litigating the proceeding to conclusion, actually and reasonably incurred in connection with the defense or settlement of such proceeding, including any appeal thereof. Such indemnification shall be authorized if such person acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Company, except that no indemnification shall be made under this subsection in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable unless, and only to the extent that, the court in which such proceeding was brought, or any other court of competent jurisdiction, shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

(3)  To the extent that a director, officer, employee, or agent of a corporation has been successful on the merits or otherwise in defense of any proceeding referred to in subsection (1) or subsection (2), or in defense of any claim, issue, or matter therein, he or she shall be indemnified against expenses actually and reasonably incurred by him or her in connection therewith.

(4)  Any indemnification under subsection (1) or subsection (2), unless pursuant to a determination by a court, shall be made by the Company only as authorized in the specific case upon a determination that indemnification of the director, officer, employee, or agent is proper in the circumstances because he or she has met the applicable standard of conduct set forth in subsection (1) or subsection (2). Such determination shall be made:

(a)  By the board of directors by a majority vote of a quorum consisting of directors who were not parties to such proceeding;

II-1

(b)  If such a quorum is not obtainable or, even if obtainable, by majority vote of a committee duly designated by the board of directors (in which directors who are parties may participate) consisting solely of two or more directors not at the time parties to the proceeding;

(c)  By independent legal counsel:

1.  Selected by the board of directors prescribed in paragraph (a) or the committee prescribed in paragraph (b); or

2.  If a quorum of the directors cannot be obtained for paragraph (a) and the committee cannot be designated under paragraph (b), selected by majority vote of the full board of directors (in which directors who are parties may participate); or

(d)  By the shareholders by a majority vote of a quorum consisting of shareholders who were not parties to such proceeding or, if no such quorum is obtainable, by a majority vote of shareholders who were not parties to such proceeding.

(5)  Evaluation of the reasonableness of expenses and authorization of indemnification shall be made in the same manner as the determination that indemnification is permissible. However, if the determination of permissibility is made by independent legal counsel, persons specified by paragraph (4)(c) shall evaluate the reasonableness of expenses and may authorize indemnification.

(6)  Expenses incurred by an officer or director in defending a civil or criminal proceeding may be paid by the Company in advance of the final disposition of such proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if he or she is ultimately found not to be entitled to indemnification by the Company pursuant to this section. Expenses incurred by other employees and agents may be paid in advance upon such terms or conditions that the board of directors deems appropriate.

(7)  The indemnification and advancement of expenses provided pursuant to this section are not exclusive, and a corporation may make any other or further indemnification or advancement of expenses of any of its directors, officers, employees, or agents, under any bylaw, agreement, vote of shareholders or disinterested directors, or otherwise, both as to action in his or her official capacity and as to action in another capacity while holding such office.

(8)  Indemnification and advancement of expenses as provided in this section shall continue as, unless otherwise provided when authorized or ratified, to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person, unless otherwise provided when authorized or ratified.

(9)  Notwithstanding the failure of a corporation to provide indemnification, and despite any contrary determination of the board or of the shareholders in the specific case, a director, officer, employee, or agent of the Company who is or was a party to a proceeding may apply for indemnification or advancement of expenses, or both, to the court conducting the proceeding, to the circuit court, or to another court of competent jurisdiction. On receipt of an application, the court, after giving any notice that it considers necessary, may order indemnification and advancement of expenses, including expenses incurred in seeking court-ordered indemnification or advancement of expenses, if it determines that:

(a)  The director, officer, employee, or agent is entitled to mandatory indemnification under subsection (3), in which case the court shall also order the Company to pay the director reasonable expenses incurred in obtaining court-ordered indemnification or advancement of expenses;

(b)  The director, officer, employee, or agent is entitled to indemnification or advancement of expenses, or both, by virtue of the exercise by the Company of its power pursuant to subsection (7); or

(c)  The director, officer, employee, or agent is fairly and reasonably entitled to indemnification or advancement of expenses, or both, in view of all the relevant circumstances, regardless of whether such person met the standard of conduct set forth in subsection (1), subsection (2), or subsection (7).

(10)  For purposes of this section, the term "company" includes, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger, so that any person who is or was a director, officer, employee, or agent of a constituent corporation, or is or was serving at the request of a constituent corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, is in the same position under this section with respect to the resulting or surviving corporation as he or she would have with respect to such constituent corporation if its separate existence had continued.

II-2

(11)  For purposes of this section:

(a)  The term "other enterprises" includes employee benefit plans;

(b)  The term "expenses" includes counsel fees, including those for appeal;

(c)  The term "liability" includes obligations to pay a judgment, settlement, penalty, fine (including an excise tax assessed with respect to any employee benefit plan), and expenses actually and reasonably incurred with respect to a proceeding;

(d)  The term "proceeding" includes any threatened, pending, or completed action, suit, or other type of proceeding, whether civil, criminal, administrative, or investigative and whether formal or informal;

(e)  The term "agent" includes a volunteer;

(f)  The term "serving at the request of the Company" includes any service as a director, officer, employee, or agent of the Company that imposes duties on such persons, including duties relating to an employee benefit plan and its participants or beneficiaries; and

(g)  The term "not opposed to the best interest of the Company" describes the actions of a person who acts in good faith and in a manner he or she reasonably believes to be in the best interests of the participants and beneficiaries of an employee benefit plan.

(12) The Company shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Company or is or was serving at the request of the Company as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against any liability asserted against the person and incurred by him or her in any such capacity or arising out of his or her status as such, whether or not the Company would have the power to indemnify the person against such liability under the provisions of this section.

ITEM 15.RECENT SALES OF UNREGISTERED SECURITIES

During the past three years, we effected the following transactions in reliance upon exemptions from registration under the Securities Act, as amended:

In February 2009 we conducted a private offering for the issuance of 6,250,000 shares of our common stock at a price of $0.10 per share.  The shares were issued in accordance with the exemption from registration pursuant to Regulation D promulgated under the Securities Act of 1933, as amended.

In December 2009 we issued 10,000 shares of our common stock to an accredited investor at a price of $1.00 per share, pursuant to the exemption from registration provided under Section 4(2) of the Securities Act.

In June 2010 we conducted a private offering for the issuance of 208,500 shares of our common stock at a price of $1.00 per share.  The shares were issued in accordance with the exemption from registration pursuant to Regulation D promulgated under the Securities Act of 1933, as amended.

In June 2011 we issued 50,000 shares of our common stock to an accredited investor at a price of $1.00 per share.  The shares were issued in accordance with the exemption from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

On July 27, 2011, the Company sold 50,000 common shares at $1.00 per share, or an aggregate of $50,000 to an individual investor. The shares were issued in accordance with the exemption from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

On August 8, 2011, the Company sold 25,000 common shares at $1.00 per share, or $25,000 to an individual investor. The shares were issued in accordance with the exemption from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

II-3

ITEM 16. EXHIBITS

Exhibit Number	Description
3.1(i)	Articles of Incorporation (2)
3.1(ii)	Amendment to Articles of Incorporation (2)
3.2	By-Laws (2)
5.1	Opinion of  Roetzel&Andress (1)
10.1	Employment Agreement with Alexander Bafer (2)
10.2	Production Services Agreement
10.3	Operating Agreement to York Productions, LLC
21.1	List of Subsidiaries (2)
23.1	Consent of Li & Company, PC
23.2	Consent of Counsel (included in exhibit 5.1)(1)

(1)

To be provided via amendment.

(2)

Previously filed.

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes:

1.   To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement;

(a)  to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(b)  to reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in the information in the registration statement; and Notwithstanding the forgoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation From the low or high end of the estimated maximum offering range may be reflected in the form of prospects filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.; and

(c)  to include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in the registration statement.

2.   That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3.   To remove from registration by means of a post-effective amendment any of the securities being registered hereby which remain unsold at the termination of the offering.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers and controlling persons pursuant to the provisions above, or otherwise, we been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, and is, therefore, unenforceable.

In the event that a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers, or controlling persons in the successful defense of any action, suit or proceeding, is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification is against public policy as expressed in the Securities Act of 1933, and we will be governed by the final adjudication of such issue.

II-4

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and authorized this registration statement to be signed on its behalf by the undersigned, in Boca Raton, Florida, on December 29, 2011.

BRICK TOP PRODUCTIONS, INC
By:	/s/  Alexander Bafer
	Alexander Bafer
	Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

December 29, 2011	By:	/s  Alexander Bafer
		Alexander Bafer
		Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer, and Director

EX-10.2

Exhibit 10.2

PRODUCTION SERVICES AGREEMENT

THIS PRODUCTION SERVICES AGREEMENT is entered into as of June 1, 2010 (“Effective Date”), between Nick Nick, Inc., an entity organized under the laws of State of California with a principal of business at 17635 Weddington Street, Encino, CA 91316, in which Nicholas Turturro (“Turturro”) an individual with a residence at 5232 Beckford Ave., Tarzana, California 91356, is the holder of all equity interests (“Service Company”) and York Productions, LLC, with a principal place of business at 2200 NW Corporate Boulevard, Suite 303, Boca Raton, Florida 33431 (“York”) and is made with reference to the following facts.

WHEREAS, York owns the right to produce and exploit a television pilot entitled “The Doorman” or another name to be hereinafter determined, (the "Pilot") based on the original screenplay and other intellectual property assigned to York by Turturro pursuant to an Assignment of Intellectual Property Rights in a Screenplay and Affiliated Materials executed between Turturro and York effective as of June 1, 2010 (the “Assignment”).

WHEREAS, York has requested Service Company to supervise the production of the Pilot; and

WHEREAS, to that end, Service Company will arrange for the directing services and the producing services of such experienced persons and entities as the parties may determine, all in accordance with a mutually approved budget and a production schedule;

NOW, THEREFORE, in consideration of the promises and for other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:

1.

Production of the Pilot.

(a)

Subject to the terms and conditions hereinafter set forth, York agrees to furnish or cause a third party to furnish to Service Company, up to $75,000 which Service Company represents will be required to finance the production of the Pilot, and Service Company shall use all sums advanced hereunder for the sole purpose of furnishing the production services for the Pilot in accordance with the screenplay, budget and production schedule approved by the parties, subject only to deviations therefrom caused by the exigencies of production and approved in writing by York. All sums advanced hereunder shall be deposited in a production account that has been designated, approved and controlled by York, and until such funds have been expended in the production of the Pilot, such funds shall be and remain the sole and exclusive property of York.

(b)

Delivery of the Pilot shall be complete when Service Company delivers to York in accordance with this Agreement all physical elements of the Pilot which York reasonably requires to cause the Pilot to be marketed throughout the world.

(c)

Service Company shall have the right of designation in relation to all business, creative and other elements, including without limitation, cast, director, production personnel, music, locations, film laboratories, sound stages and post production facilities, subject to York’s approval and expenditure.

(d)

Service Company shall perform all of its obligations hereunder to the best of its ability and in a workmanlike manner. Upon the first to occur of: (i) delivery of the Pilot hereunder, (ii) York's exercise of takeover rights hereinafter set forth, or (iii) York's request following completion of the Pilot, Service Company shall irrevocably and without further action assign and transfer to York all of Service Company's rights in and to all past, present and future "elements" of the Pilot and all rights and benefits actually acquired by Service Company pursuant to any agreements with third parties, in a form substantially as set forth in Exhibit "A" annexed hereto and made a part hereof.

(e)

If Service Company shall fail to execute any instrument or document which York may reasonably require to implement any term hereof or to perfect its rights hereunder, York shall have the right to execute such document or instrument on Service Company's behalf, such right being an irrevocable power coupled with an interest.

2.

Production Contracts. All contracts for personnel, studio hire, purchase of goods and services, laboratory work and all other licenses, contracts and obligations in connection with the production of the Pilot by Service Company, shall be made and entered into by Service Company in its own name as principal and not as agent for York and no obligations whatsoever shall be imposed upon York thereunder. All such contracts or undertakings shall be consistent with the provisions of this Agreement and industry custom and practice. Such contracts and undertakings shall not be terminated, canceled, modified or rescinded in any manner without York’s prior written consent.  All such contracts shall be assignable to York without restriction.

1

3.

Insurance. Service Company shall carry and pay for appropriate insurance to cover all customary risks in connection with the performance of its obligations hereunder, including without limitation, public liability, cast, and Workers' Compensation, which insurance shall specifically name York as an insured party.

4.

Contract Price. On the condition that Service Company fully and completely performs all of its obligations hereunder, York shall pay Service Company for services rendered hereunder the amounts set forth in this Agreement.

5.

Production Schedule. Service Company will furnish the production services respecting services and the Pilot and all other elements required hereunder in accordance with the mutually approved production schedule ("Production Schedule") as set forth in Exhibit B, as the same may be amended from time to time upon the mutual agreement of the parties.

6.

Marketing. The Pilot shall be marketed in such manner as York shall determine in its sole discretion.

7.

Service Company Representations, Warranties and Indemnification. Service Company hereby represents, warrants and agrees as follows:

(a)

Service Company is an entity duly organized and existing under the laws of the State set forth above, and has the right to grant all rights granted herein, and is free to enter into and fully perform this Agreement.

(b)

No liens, encumbrances, attachments or other matters constituting, or possibly constituting, any impediment to the clear, marketable title and unrestricted commercial exploitation or disposition of the Pilot, or any rights therein or pertaining thereto, shall be permitted to occur which shall or may arise by reason of any acts, omissions or activities of Service Company in connection with the performance or enforcement of this Agreement.  Service Company will not create, make, cause or permit any lien, encumbrance, pledge (except as may be required by a film processing laboratory), hypothecation or assignment of or claim against the Pilot, or any rights therein, or upon the copyrights thereof, or upon the literary material upon which the Pilot is based, or the release, distribution, exploitation or exhibition rights therein, or upon any proceeds therefrom or any other rights, interests or property therein or pertaining thereto.

(c)

Service Company shall at all times indemnify, defend, and hold harmless York, and the partners, officers, directors, employees, licensees, shareholders, subsidiaries, and agents of each of the foregoing, and their heirs, executors, administrators, successors and assigns, from and against any and all claims, damages, liabilities, actions, causes of action, costs and expenses, including reasonable attorneys' fees, judgments, penalties of any kind or nature whatsoever arising out of any breach by Service Company of any representation, warranty or agreement made by Service Company hereunder.

8.

Good Faith Assurance. Neither party has nor will without the other's prior written consent: (i) enter into any agreement, commitment or other arrangement, grant any rights or do any act or thing which could or might prevent or interfere with the production and completion of the Pilot or prevent or impede the performance of all of the respective party's obligations hereunder; (ii) do or fail to do any act which might or could interfere with or otherwise prevent such party from fully complying with all of the terms hereof.

9.

Security Interest. As security for the delivery of the Pilot hereunder, Service Company hereby mortgages, sells, assigns, pledges, hypothecates, and sets over to York as collateral all of Service Company's right, title and interest, if any, in and to the following:

(a)

The Pilot, in whatever form it may now exist or hereafter exist, including the negative, sound material and copyright thereto.

(b)

The literary, dramatic and music material upon which the Pilot is based or to be based, including without limitation, the Screenplay and all of Service Company's right, title and interest in and to the copyrights to the foregoing.

(c)

All of Service Company's right, title and interest in and to any properties or things of value pertaining to rights, contract rights, claims, properties and material set forth in (a) and (b) above, whether now in existence or hereafter acquired by Service Company.

2

(d)

Any other rights Service Company may have in or relating to the Pilot.

It is intended that the security granted above is and shall be a "security interest" as such term is defined in the Uniform Commercial Code and Service Company hereby agrees to execute and deliver a financing statement in form and substance which complies with the Uniform Commercial Code of any and all states which York may hereafter require. Service Company hereby authorizes York or its representative to file such financing statement(s) and to execute any continuation statements as well as to perform any and all other acts York may deem appropriate to perfect and continue York's security interest in the collateral.

10.

Takeover Rights. At any time after the occurrence of any of the events set forth in sections 10(a) and 10(b), below, York shall have the right, to be exercised in its sole and exclusive discretion, to either issue directions and instructions regarding production of the Pilot, or to take over production of the Pilot. The events entitling York to exercise the aforesaid rights shall be the following:

(a)

If the projected cost of production in York's good faith judgment reasonably appears to exceed the approved budget by 10% (excluding over budget costs that are reimbursed by insurance, or caused by force majeure or a direct consequence of a third party breach of contract that is not induced or encouraged by Service Company); or

(b)

Service Company breaches any of the material terms and conditions hereof.

If York exercises its right to issue directions and instructions or takes over the production of the Pilot, in keeping with the foregoing, Service Company shall fully and faithfully abide by and follow all such instructions issued in connection with the production of the Pilot and Service Company shall have no further creative approval and/or other production rights concerning production, post-production and/or distribution of the Pilot. If York exercises its takeover rights as aforesaid, Service Company shall immediately do all that is necessary to place at York's disposal and under York's control, all persons, production funds and other items of and concerning production of the Pilot.

11.

Force Majeure. The date for performance of either party's obligations hereunder shall be postponed to the extent any event of force majeure delays the commencement of production or the performance of the obligations of either party hereunder.

12.

Status of Parties. The parties hereto expressly agree, that the relationship between them hereunder is that of independent contractors dealing with each other for the sole and specific purpose that Service Company shall produce and deliver the Pilot, subject to the terms and conditions of this Agreement. At no time, past, present or future, shall the relationship of the parties herein be deemed or intended to constitute a relationship with the characteristics of an agency, partnership, joint venture, or of a collaboration for the purposes of sharing any profits or ownership in common.

13.

Assignment.  York may assign or license its rights hereunder in whole or in part to any person, or entity. Except for assignment to York as set forth in section 1 above, Service Company may not assign or license any of its rights or obligations hereunder, or under any agreement entered into by Service Company with any third party.

14.

Notices. Any and all notices, communications and demands required or desired to be given hereunder by either party hereto shall be in writing and shall be validly given or made if served either personally or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested, or delivered by overnight courier and shall be deemed executed as of the date of delivery, addressed as set forth below:

York:
York Productions 2200 NW Corporate Boulevard Suite 303 Boca Raton, Florida 33431 Service Company:
Nick Nick, Inc. 17635 Weddington Street Encino, CA 91316 Turturro:
Nicholas Turturro 5232 Beckford Ave. Tarzana, California 91356

Any party hereto may change its address for the purpose of receiving notices or demands as herein provided by a written notice given in the manner aforesaid to the other party hereto, which notice of change of address shall not become effective, however, until the actual receipt thereof by the other party.

3

15.

Miscellaneous:

(a)

This Agreement shall be construed, interpreted and enforced in accordance with and shall be governed by the laws of the State of Florida applicable to agreements entered into and wholly to be performed therein. In the event of any conflict between any provisions hereof and any applicable laws to the contrary, the latter shall prevail, but this Agreement shall be deemed modified only to the extent necessary to remove such conflicts.

(b)

This Agreement constitutes the entire agreement of the parties hereto and supersedes all oral and written agreements and understandings made or entered into by the parties hereto prior to the date hereof, provided that each of the parties hereto shall execute and deliver any and all additional documents, and shall do any and all acts and things reasonably required in connection with the performance of the obligations undertaken hereunder and to effectuate the extent of the parties thereto. No amendment, change or modification of this Agreement shall be valid unless it is made in writing and signed by both parties hereto, and any waiver of a failure to perform or breach shall not operate to waive any subsequent failure to perform or breach.

(c)

The parties further: (i) agree that any legal suit, action or proceeding arising out of or relating to this Subscription Agreement shall be instituted exclusively in any Federal or State court of competent jurisdiction within Broward County, State of Florida, (ii) waive any objection that they may have now or hereafter to the venue of any such suit, action or proceeding, and (iii) irrevocably consent to the in personam jurisdiction of any Federal or State court of competent jurisdiction within Broward County, State of Florida in any such suit, action or proceeding.  The parties each further agree to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in a Federal or State court of competent jurisdiction within Broward County, State of Florida, and that service of process upon the parties mailed by certified mail to their respective addresses shall be deemed in every respect effective service of process upon the parties, in any action or proceeding.

4

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written.

YORK PRODUCTIONS LLC

Signature:                                  

Printed Name:  Alexander Bafer

Title:  Manager

NICK NICK, INC.

Signature:                                                       

Printed Name: Nicholas Turturro

Title:  President

5

Exhibit A

ASSIGNMENT OF PATENTS, COPYRIGHTS AND INTELLECTUAL PROPERTY

OF SERVICE COMPANY IN PILOT

KNOW ALL PERSONS BY THESE PRESENTS, that Nick Nick, Inc., an entity organized under the laws of the State of California, having its principal office at 17635 Weddington Street, Encino, CA 91316 (“Assignor”), in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable consideration, receipt and sufficiency of which is  hereby acknowledged, as set forth in the Production Services Agreement dated as of June 1, 2010, (Agreement”) between Assignor and York Productions, LLC  (“Buyer”), a Florida limited liability company, having its principal office at 2200 NW Corporate Boulevard, Suite 303, Boca Raton, Florida 33431 (“Assignee”), hereby assigns, sets over and transfers, with no reservation of rights whatsoever, to Assignee, its successors and assigns, effective as of  _______________, 2010,  all right, title and interest that Assignors may have in, to and under the following “Intellectual Property”, as defined  below:

1.

All television rights, motion picture rights (including all sound dialogues and musical motion picture rights), and radio broadcasting rights, all publication rights, all production, revision and adaptation rights, all performance, transmission, serialization, novelization, or dramatization rights, all patents, copyrights, trade names, technology, know-how, processes, trade secrets, inventions, proprietary data, formulae, development data, software, source code,  specifications, software programs, and related utilities, user manuals or procedures,  whether registered or unregistered or pending,  and including any reissue, reexamination, continuance or division therefore, including the right to sue for past infringement, developed and/or used in connection with any work whatsoever developed by or for Assignor, acting individually and, as applicable, jointly and severally with another person, with respect to the “Pilot”, as defined in the Agreement, including all improvements, modifications, revisions and derivative works thereof, together with all goodwill associated therewith with such intangible property (collectively, the “Intellectual Property”).

2.

Assignor, acting individually and, as applicable, jointly and severally, represents and warrants that the Intellectual Property is free and clear of any liens or other encumbrances, and may be exploited by Assignee in any and all media, whether now or hereafter known, devised or discovered, without the infringement of the rights of any person or any payment to any person, firm or corporation; and

3.

Assignor further represents and warrants that they have not transferred ownership of or granted any license of or right to use or authorized the retention of any rights to use or joint ownership in any Intellectual Property.

IN WITNESS WHEREOF, Assignor has caused this instrument to be executed by its duly authorized officer to be effective for all purposes as of ____________________, 2010.

		ASSIGNOR:	Nick Nick, Inc.
			Signature:
			Printed Name:	Nicholas Turturro
			Title:	President
STATE OF	)
	)SS:
COUNTY OF	)

BEFORE ME, a Notary Public in and for said county and state, personally appeared Nicholas Turturro, as President of Nick Nick, Inc., who acknowledged that he did execute the foregoing instrument on behalf of said company and that the same was his free act and deed.

IN TESTIMONY WHEREOF, I have hereunto set my hand and seal as of this __________, 2010.

Notary Public:

6

Exhibit B

PRODUCTION SCHEDULE

“The Doorman”

Roundtrip flights for 3 to New York:	$2,000
Hotel for lodging 3 people from Los Angeles: for 2 weeks:	$5,000
Rental of hotel screening rooms, conference rooms:	$1,000
Production Coordinator, 4 weeks:	$4,000
Production Assistants (2): 4 weeks:	$3,000
Transportation: 4 weeks: 1 driver:	$3,000
Van rental: 4 weeks:	$1,000
Director, Producers, Script:	$10,000
Assistant Location Manager:	$1,500
Actors:	$15,000
Locations: this is for 3-4 days plus police, parking, security and permits:	$10,000
Director of Photography:	$3,000
Camera equipment:	$2,000
Electricians:  plus truck rental and equipment:	$5,000
Grips: Plus truck rental and equipment:	$5,000
Editor: Plus editing equipment:	$3,000
Catering:	$2,000
Craft Service:	$2,000

Pre-Production – Los Angeles

Rent production offices.  More than likely we will use one of our homes in Los Angeles for free.  Hire production coordinator.  The process in Los Angeles will be about setting up New York so that when we arrive everything has been streamlined.   Setting up casting sessions.  Setting up location scouting for New York.  Setting up hiring local New York electricians, grips, cameramen, catering, craft service, transportation, wardrobe, hair and makeup etc…

The reason is to hire people in New York is that you don’t have to fly them there, pay any per-diem and don’t have to put them up in a hotel.  

We will get insurance for the production.  

Approximately 10-14 days in Los Angeles.

Pre-Production – New York

Arrive at hotel.  There will be very few people from Los Angeles staying in the hotel.  Again, most will be local hires.  Meet heads of different departments and work out deals with them.  Hire all crew.  Use conference room at hotel for production meeting.  Also use for casting sessions.  

Specific departments will go procure their equipment, cameras for cameraman, makeup for makeup artists etc…  They will have 1-2 days to get what they need before filming.  

Choose locations and finish contracts.  Hire editor in New York or Los Angeles.  

Note: New York is offering tax credits to shoot there.  We will attempt to get any money from the state that they will offer.  They want filming in New York and they offer incentives.  We will get what we can from them!

Approximately 7 days in New York.

Production

Shoot 12-14 hours a day for 3-4 days.  The idea will be to shoot about 6-7 pages a day.  

We will schedule the scenes together that will streamline the production even if it’s out of sequence.  This will save money and time.  

Watch dailies in screening room at hotel with Director of Photography as well as producers to make sure we are getting everything we need during the filming day.  

Post-Production – Los Angeles

Get back here right away and begin assembling the footage at an editing house that we are renting.  Make copies and send out to agents, studios, sponsors, etc.

Finish.

8

EX-10.3

Exhibit 10.3

YORK PRODUCTIONS, LLC

(a Florida limited liability company)

OPERATING AGREEMENT

Effective as of June 1, 2010

TABLE OF CONTENTS

	Page
ARTICLE 1:  GENERAL	1
§1.1 Name.	1
§1.2 Address, Principal Office and Principal Place of Property.	1
§1.3 Purpose.	1
§1.4 General Powers.	1
§1.5 Term.	1
§1.6 Agent for Service of Process.	1
§1.7 Members.	1
§1.8 Definitions.	1
ARTICLE 2:  CAPITAL; LOANS BY MEMBERS	3
§2.1 Initial Capital Contribution; Units.	3
§2.2 Additional Capital; Issuance of Additional Units.	4
§2.3 No Return of Capital.	4
§2.4 Loans From Members.	4
ARTICLE 3 :  FISCAL YEAR; ACCOUNTING; ALLOCATION OF PROFITS AND LOSSES; DISTRIBUTIONS	4
§3.1 Fiscal Year.	4
§3.2 Method of Accounting.	4
§3.3 Books of Account; Records.	4
§3.4 Quarterly Reports.	4
§3.5 Tax Information.	4
§3.6 Maintenance of Capital Accounts.	4
§3.7 Allocation of Profits and Losses.	5
§3.8 Distributions.	5
§3.9 Definition of Net Cash Flow.	5
§3.10 Tax Provisions.	5
ARTICLE 4:  RIGHTS AND DUTIES OF MANAGER	7
§4.1 Management.	7
§4.2 Rights and Powers	7
§4.3 Duties of Manager; Not Required to Devote Full Time	8
§4.4 Resignation, Removal, Replacement	9
§4.5 Exculpation of Manager; Indemnity	9
§4.6 Reliance of Third Parties on Authority of Manager	9
§4.7 Tax Elections; Tax Matters Member	9
§4.8 Manager May Compete	9
§4.9 Compensation of Manager or Affiliate; Reimbursement of Expenses	10
ARTICLE 5:  MEMBERS; RIGHTS OF AND LIMITATIONS ON MEMBERS	10
§5.1 Members	10
§5.2 Additional Members	10
§5.3 Members May Compete	10
§5.4 Limitations on Members	10
§5.5 Limitation of Liability.	10
§5.6 Liability of a Member to the Company.	10
§5.7 Admission to Membership.	10
ARTICLE 6:  TRANSFER OF COMPANY INTERESTS	11
§6.1 Transfer of Membership Interest	11
§6.2 Invalid Transfers	11
§6.3 Compliance with Securities Act of 1933	11
§6.4 Allocations and Distributions with Respect to Transferred Membership Interests	11

ARTICLE 7:  WITHDRAWAL, DEATH, INCOMPETENCY OR DISSOLUTION OF MEMBERS AND MANAGER	12
§7.1 Withdrawal of Member	12
§7.2 Death or Bankruptcy of Member	12
ARTICLE 8:  AMENDMENT OF THE AGREEMENT	12
§8.1 Amendments by Managers	12
§8.2 Other Amendments	12
ARTICLE 9:  TERMINATION, DISSOLUTION AND LIQUIDATION OF THE COMPANY	12
§9.1 Events of Dissolution	12
§9.2 Liquidation	12
§9.3 Election of Liquidating Trustee	13
§9.4 Statements	13
ARTICLE 10:  POWER OF ATTORNEY	13
§10.1 Appointment of Manager as Attorney	13
§10.2 Power of Attorney Irrevocable	13
§10.3 Survival of Power of Attorney on Transfer	13
ARTICLE 11:  MISCELLANEOUS PROVISIONS	14
§11.1 Notices.	14
§11.2 Waiver of Notice.	14
§11.3 Application of Florida Law.	14
§11.4 Waiver of Action for Partition.	14
§11.5 Execution of Additional Instruments.	14
§11.6 Construction.	14
§11.7 Headings.	14
§11.8 Waivers.	14
§11.9 Rights and Remedies Cumulative.	14
§11.10 Severability.	14
§11.11 Heirs, Successors and Assigns.	14
§11.12 Counterparts.	14

York Productions, LLC

(A Florida Limited Liability Company)

OPERATING AGREEMENT

This Operating Agreement (this “Agreement”) is made and entered into as of June 1, 2010, by and among Alexander Bafer (“Bafer”) and Christopher Leone (“Leone” and collectively with Bafer, the “Manager” and the “Class A Members”), and Nicholas Turturro (“Turturro” and the “Class B Member”) (individually a “Member” and collectively the “Members”). The parties to this Agreement, for good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, agree as follows:

ARTICLE 1:  GENERAL

§1.1

Name and Organization  The name of this limited liability company shall be “York Productions, LLC”.  The Company has been organized as a Florida limited liability company pursuant to the provisions of the Act by the execution and filing of the Articles of Organization (the “Articles”) with the Florida Department of State of the State of Florida. Except as otherwise provided in the Articles or this Agreement or as otherwise required by the non-waivable provisions of the Act, the operation, administration and internal affairs of the Company and the rights and obligations of the Manager and the Members shall be governed by this Agreement to the extent set forth herein.

§1.2

Principal Office.  The principal office of the Company shall be located at 2200 NW Corporate Boulevard, Suite 303, Boca Raton, Florida 33431 or at such other location as the Manager may from time to time select, which location need not be in the State of Florida. The Company may have such additional office or offices within or without the State of Florida that the Manager, on behalf of the Company, selects from time to time.

§1.3

Purpose.  The general character of the business of the Company shall be to engage in any activities in which a limited liability company may lawfully engage under the Act, including, without limitation: (a) to finance, produce and distribute one or more television pilots, that will be licensed for exploitation in domestic and international theatrical, television, cable, home video and pay per view markets; and (b) to engage in any other activities incidental or related thereto.

§1.4

General Powers.  Except as restricted by the Articles and this Agreement, the Company shall have and may exercise all powers and rights that a limited liability company may exercise legally pursuant to the Act.

§1.5

Term.  The Company shall have a perpetual existence, unless sooner terminated under the provisions of Article 9 of this Agreement.

§1.6

Agent for Service of Process.  The name and business address of the agent for service of process for the Company is Alexander Bafer, 2200 NW Corporate Boulevard, Suite 303, Boca Raton, Florida 33431.  The Company may change the agent for service of process from time to time by filing the appropriate statements with the Secretary of State pursuant to the Act.

§1.7

Members. The members of the Company (the “Members”) shall be: (i) the Class A Members, (ii) the Class B Members, and (iii) each Person admitted as a successor or assignee of such Members pursuant to this Operating Agreement.  The Members shall be identified as such on Schedule A, as such Schedule shall be amended from time to time.  The names and addresses of the Members, the amount of their contribution to the capital of the Company, the number of Interests credited to each Member and their Percentage Interests are set forth in Schedule A.  The admission of any Person as a Member shall become effective when such Person has satisfied the conditions to Membership set forth in §§5.7 or 6.1, as applicable.  This Operating Agreement shall be deemed to constitute written consent by all Members for the Manager to admit any such Person as a Member.  Neither the admission of any Person as a Member, nor the withdrawal, termination or removal of any Person as a Member, shall dissolve the Company.

§1.8

Definitions.  The capitalized terms used in this Agreement shall have the meanings as defined or referenced below.  Defined terms used in only one section of this Agreement may not be listed below.

“Act” means the Florida Limited Liability Companies Act, set forth in Chapter 608 of the Florida Statutes, as amended from time to time, and the corresponding provisions of any succeeding law.  Any reference herein to a certain Section of the Act shall also refer to such Section as amended from time to time, and the corresponding sections of any succeeding law.

“Additional Interests” mean all additional Interests issued by the Company.

“Adjusted Capital Account Balance” is defined in §3.10.

“Affiliate” when used with respect to any Person, means: (i) any Person directly or indirectly controlling, controlled by or under common control with such Person; (ii) any Person owning or controlling 10% or more of the outstanding voting securities or membership interests of such Person; (iii) any officer, director, member, manager or general partner of such Person; or (iv) any Person who is an officer, director, member, manager, general partner, trustee or holder of 10% or more of the voting securities or membership interests of any Person described in clauses (i) through (iii).

“Agreement” means this Operating Agreement of the Company.

“Articles” means the Articles of Organization filed by the Company with the Florida Department of State of the State of Florida, as amended from time to time.

“Capital Account” means the account established and maintained for each Member pursuant to §3.6 of this Agreement.

“Capital Contribution” means the dollar amount of any cash or the fair market value of any property, contributed to the capital of the Company by a Member pursuant to §2.1 of this Agreement as consideration for the purchase of Interests by such Member, or as additional capital pursuant to §2.2.  

“Carrying Value” is defined in §3.10.

“Code” is defined in §4.7.

“Company” means York Productions, LLC, a Florida limited liability company, formed pursuant to the Articles and governed by the provisions of this Agreement.

“Class A Member” is defined in the Preamble of this Agreement.

“Class A Member’s Percentage Interest” means, with respect to each Class A Member, the Percentage Interest held by such Class A Member, divided by the aggregate Percentage Interest held by all Class A Members.

“Fiscal Year” means the calendar year.

“Class B Member” is defined in the introductory paragraph of this Agreement.

“Class B Member’s Percentage Interest” means, with respect to each Class B Member, the Percentage Interest held by such Class B Member divided by the aggregate Percentage Interest held by all Class B Members.

“Losses” is defined in §3.7.

“Manager” means Bafer and Leone and each Person who succeeds either of them as Manager hereunder.

“Member” is defined in §1.7.

“Member’s Percentage Interest” means, with respect to each Member, the Interest held by such Member divided by the aggregate Interests held by all Members.

“Membership Interest” means a Member’s entire interest in the Company, including the Member’s share of the Company’s Profits and Losses, the right to receive distributions from the Company, and the Member’s Capital Account.

“Minimum Gain” is defined in §3.10.

“Net Cash Flow” is defined in §3.9.

“Percentage Interest” means, with respect to any Member, the percentage set forth opposite such Member’s name on Schedule I hereto, as amended from time to time, and, with respect to any valid transferee of a Membership Interest, the Percentage Interest of the Member whose Membership Interest has been acquired by such transferee to the extent such transferee has validly succeeded to that Member’s Membership Interest.

- 2 -

“Permitted Transfers” means a Transfer of all or any part of a Member’s Membership Interest (a) to another Member, at such price and on such other terms as the parties may agree; (b) to a lineal descendant of the transferring Member, if such transferring Member is a natural person; (c) to the estate of the transferring Member, if such transferring Member is a natural person, upon his or her death; (d) to a trust created by or on behalf of the transferring Member, if such transferring Member is a natural person and the primary beneficiaries of the trust are any one or more of the transferring Member, his or her spouse, his or her lineal descendants and their spouses and any organization described in Section 2055(a) of the Code; or (e) to a Person controlled by such Member and/or such Member’s lineal descendants.

“Person” means any natural person, partnership, limited partnership, trust, estate, association, limited liability company or corporation.

“Profits” is defined in §3.7.

“Reserves” means, with respect to any Fiscal Year, funds set aside or amounts allocated during such period to reserves which shall be maintained in amounts deemed sufficient by the Manager, in the Manager’ discretion, for working capital contingencies, and to pay taxes, insurance, debt service or other costs or expenses incident to the ownership or operation of the Company’s business.

“Securities” shall mean any debt or equity securities of the Company, whether now or hereafter authorized, and any instrument convertible into or exchangeable for Securities or a Security.  The term “Security” shall mean one of the Securities.

“Securities Act” means the Securities Act of 1933, as amended prior to or after the date hereof, or any federal statute or statutes which shall be enacted to take the place of such Securities Act, together with all rules and regulations promulgated thereunder.

“Stated Value” means, with respect to any Interest, an amount equal to the initial Capital Contribution made to the Company in respect of such Interest.

“Transfer” is defined in §6.1.

“Treasury Regulations and Treas. Reg.” are defined in §4.7.

“Interests” has the meaning set forth in §2.1.

“Unreturned Capital Contribution” means, with respect to each Member, the amount equal to the excess, if any, of (a) the aggregate amount of Capital Contributions made in exchange for, or on account of, such Member Interests, over (b) the aggregate amount of prior Distributions made by the Company that constitute a return of such Capital Contribution.

“Voting Majority of the Class A Members” means, at any time of determination, Class A Members holding a majority of the Class A Members’ Percentage Interests.

“Voting Majority of the Class B Members” means, at any time of determination, Class B Members holding a majority of the Class B Members’ Percentage Interests.

“Voting Majority of the Members” means, at any time of determination, Members holding a majority of the Members’ Percentage Interests.

ARTICLE 2:  CAPITAL; LOANS BY MEMBERS

§2.1

Initial Capital Contribution; Interests.  All Capital Contributions of the Members shall be credited to the Members’ Capital Accounts maintained by the Company, in accordance with §3.6.  Except as otherwise specifically provided in this Agreement, no interest shall be paid on Capital Contributions.  The Members have made the following initial capital contributions:

(a)

Class A Member. In consideration for its Class A Interests the Class A Member has agreed to contribute a minimum of $75,000 to the capital of the Company on or before June 15, 2010.  In the event the Class A Member fails to make any of the foregoing contributions the Class A Member’s Class A Interests will be cancelled upon the receipt by the Manager, within 30 days of the missed deadline, of written demand from the Class B Member.  Upon the timely receipt of the written demand notice, the Manager shall promptly cancel the Class A Interests, all capital contributed to the Company by the Class A Members shall be immediately returned to them, and Bafer and Leone shall resign all positions then held with the Company.

- 3 -

(b)

Class B Member.  In consideration for its Class B Interests the Class B Member has entered into an agreement pursuant to which he has transferred to the Company all of his interests in and to the television pilot project “The Doorman.”

“Interests” is a term used in this Agreement for the purpose of making certain allocations and distributions pursuant to the provisions of this Agreement.  Interests shall not represent a Member’s interest in the capital of the Company, which is determined solely by a Member’s Capital Account.  No Member shall be deemed to have received any interest in the capital of the Company at the time of, or merely because of, the allocation to such Member of Interests under this Agreement.

§2.2

Additional Capital; Issuance of Additional Interests. No Member shall be required to make any additional Capital Contributions.  If the Manager determines that it is in the best interest of the Company to obtain additional capital, the Manager may obtain additional capital from existing Members or by incurring indebtedness on such terms and conditions as the Manager may deem appropriate.  Except as provided herein, no Member shall have any preemptive, preferential or similar rights with respect to additional Capital Contributions.

§2.3

No Return of Capital.  No Member shall be personally liable for the return of the Capital Contributions of a Member or any portion thereof, it being expressly understood that any such return shall be made solely from the Company’s assets.

§2.4

Loans From Members. The Company may, at the Manager’s discretion, borrow funds from any Member or Members or any Affiliate of any Member for use in the operation of its business.  Any loans made pursuant to this §2.4 shall be payable upon demand or upon such other commercially reasonable terms as the Manager shall determine.  In making any such loan, any Member shall be treated as a general creditor of the Company and not as a Member.

ARTICLE 3 :  FISCAL YEAR; ACCOUNTING; ALLOCATION OF

PROFITS AND LOSSES; DISTRIBUTIONS

§3.1

Fiscal Year.  The fiscal year of the Company shall be the calendar year (the “Fiscal Year”).

§3.2

Method of Accounting. The Company’s books shall be kept in such manner and by using such method of accounting as the Manager may determine.  The Manager may change accounting methods if the Manager determines such change to be in the best interests of the Company or the Members.

§3.3

Books of Account; Records.  The Company shall keep proper books of account at the principal office of the Company which shall be open for reasonable examination and copying by any Member or its authorized representative.  The Company may charge its reasonable costs of copying and mailing any such books and records.

§3.4

Annual Reports. Within 90 days following the completion of each Fiscal Year, the Company shall deliver to each Member with respect to such quarterly period or Fiscal Year, an unaudited report containing the following:  (i) a balance sheet; (ii) a statement of income, Members’ equity and cash flows; and (iii) any other pertinent information the Manager deems pertinent regarding the Company’s activities.

§3.5

Tax Information.  Within 120 days after the end of each Fiscal Year, the Company shall deliver to each Member with respect to such Fiscal Year a statement showing all items of income, gain, loss, deduction and credit of the Company for federal income tax purposes and each Member’s allocated share thereof, together with all other information regarding the Company necessary for the preparation of the Members’ federal income tax returns.  The Company shall cause all tax returns and reports required to be filed by the Company to be prepared and timely filed with the appropriate authorities and shall, upon the reasonable request of any Member, furnish to such Member such tax returns and reports promptly after the filing of the same.  The Company shall retain such tax returns and reports for the Company’s three most recent tax years.

§3.6

Maintenance of Capital Accounts.  A capital account (“Capital Account”) shall be maintained by the Company for each Member in accordance with Treas. Reg. §1.704-1(b)(2)(iv).  The initial amount credited to the Capital Account of each Member shall be the amount of such Member’s initial Capital Contribution to the Company.  The Capital Account of each Member shall also be (i) credited with the amount of any additional contributions made by such Member, (ii) credited with the amount of any Profits and any other items of income or gain allocated to such Member, (iii) debited by the amount of any Losses and any other items of loss or deduction allocated to such Member, and (iv) debited with the amount of all actual and deemed distributions made to such Member.  Any contribution or distribution of property in kind shall be credited or debited, respectively, in an amount equal to the Carrying Value of such property, net of liabilities secured by such property that the Company or a Member, respectively, is considered to assume or take subject to under Code Section 752.  Upon adjustment to the adjusted tax basis of the Company’s property pursuant to Code Sections 732, 734 or 743, the Capital Accounts of the Members shall be adjusted as provided in Treas. Reg. §1.704-1(b)(2)(iv)(m).

- 4 -

§3.7

Allocation of Profits and Losses.

(a)

After the special allocations pursuant to §3.10 have been made, Profits for any Fiscal Year shall be allocated among the Members as follows:

(i)

First, to the Members in the same percentages as any prior Losses have been allocated to the Members pursuant to §3.7(b) until the aggregate Profits so allocated to the Members equal the aggregate prior Losses so allocated to the Members;

(ii)

Thereafter, to the Members in accordance with their Percentage Interests.

(b)

After the special allocations pursuant to §3.10 have been made, Losses for any Fiscal Year shall be allocated among the Members as follows:

(i)

First, to the Members in the same percentages as any prior Profits have been allocated to the Members pursuant to §3.7(a) until the aggregate Losses so allocated to the Members equal the aggregate prior Profits so allocated to the Members;

(ii)

Thereafter, to the Members in accordance with their Percentage Interests.

(c)

“Profits” and “Losses” shall mean an amount equal to the Company’s taxable income or loss, respectively, for any period from all sources, determined in accordance with Code Section 703(a), adjusted in the following manner:  (i) the income of the Company that is exempt from federal income tax or not otherwise taken into account in computing Profits and Losses pursuant to this definition shall be added to such taxable income or loss; (ii) any expenditures of the Company described in Code Section 705(a)(2)(B) or treated as described in such Section pursuant to Treas. Reg. §1.704-1(b)(2)(iv)(i) or not otherwise taken into account in computing Profits or Losses pursuant to this definition shall be subtracted from such taxable income or loss; (iii) in the event the Carrying Value of any Company asset is adjusted pursuant to subsection (c)(ii) or (iii) of §3.10, the amount of such adjustment shall be taken into account as gain or loss from the disposition of such asset for purposes of computing Profits and Losses; (iv) gain or loss resulting from the disposition of an asset shall be computed by reference to the Carrying Value of such asset; (v) a deduction for Depreciation shall be taken in lieu of the deduction for depreciation, amortization or cost recovery allowable for such Fiscal Year for federal income tax purposes; (vi) to the extent an adjustment under Code Section 734(b) is required by Treas. Reg. §1.704-1(b)(2)(iv)(m)(4) to be taken into account in determining Capital Accounts as a result of a distribution other than in liquidation of a Member’s interest, the amount of such item shall be treated as an item of gain or loss from the disposition of the asset and shall be taken into account for purposes of computing Profits or Losses; and (vii) any items that are specially allocated pursuant to §3.7 and §3.10 shall not be taken into account in computing Profits and Losses. “Depreciation” shall mean, for each Fiscal Year, an amount equal to the depreciation, amortization or cost recovery deduction allowable for such Fiscal Year for federal income tax purposes, unless the Carrying Value for an asset differs from the adjusted basis of such asset for federal income tax purposes, in which case Depreciation shall mean an amount that bears the same ratio to the beginning Carrying Value as the depreciation, amortization or cost recovery deduction for federal income tax purposes bears to the beginning adjusted tax basis, provided, however, that if the adjusted basis of an asset is zero at the beginning of a Fiscal Year, Depreciation shall be determined by the Manager by using any reasonable method.

§3.8

Distributions.   Except in connection with the liquidation of the Company, in which case all distributions shall be made in accordance with Article 9, the Manager may make an annual distribution of Net Cash Flow (the “Annual Distribution”) to the Members in accordance with their Percentage Interests.

§3.9

Definition of Net Cash Flow.  “Net Cash Flow” of the Company as determined for any period shall be computed as determined in the sole discretion of the Managers.

§3.10

Tax Provisions.  

(a)

Allocations Required by Treasury Regulations.

(i)

(A)

Subject to the exceptions set forth in Treas. Reg. §§1.704-2(f)(2)--(5), if there is a net decrease in Minimum Gain during any Fiscal Year, each Member shall be specially allocated items of the Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Minimum Gain, determined in accordance with Treas. Reg. §1.704-2(g)(2).  “Minimum Gain” shall have the meaning set forth in Treas. Reg. §§1.704-2(b)(2) and 1.704-2(d).  This paragraph is intended to comply with the minimum gain chargeback requirement in Treas. Reg. §§1.704-2(b)(2) and (f) and shall be interpreted consistently therewith.  

- 5 -

(B)

Subject to the exceptions set forth in Treas. Reg. §1.704-2(i)(4), if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Company Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain, determined in accordance with Treas. Reg. §1.704-2(i)(3), shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Member Nonrecourse Debt Minimum Gain, determined in accordance with Treas. Reg. §1.704-2(i)(5).  This paragraph is intended to comply with the minimum gain chargeback requirement in Treas. Reg. §1.704-2(i)(4) and shall be interpreted consistently therewith.  “Member Nonrecourse Debt Minimum Gain” means an amount, with respect to each Member Nonrecourse Debt, determined in accordance with Treas. Reg. §1.704-2(i) with respect to “partner nonrecourse debt minimum gain.”  “Member Nonrecourse Debt” shall have the meaning set forth in Treas. Reg. §1.704-2(b)(4) for “partner nonrecourse debt.”

(ii)

In the event any Member unexpectedly receives any adjustments, allocations or distributions described in Treas. Reg. §1.704-1(b)(2)(ii)(d)(4), (5) or (6), items of Company income and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate, to the extent required by the Treasury Regulations, the deficit in that Member’s Adjusted Capital Account Balance created by such adjustments, allocations or distributions as quickly as possible.  This paragraph is intended to constitute a “qualified income offset” within the meaning of Treas. Reg. §1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.  “Adjusted Capital Account Balance” means the balance in the Capital Account of a Member as of the end of the relevant Fiscal Year of the Company, after giving effect to the following:  (a) credit to such Capital Account any amounts the Member is obligated to restore, pursuant to the terms of this Agreement or otherwise, or is deemed obligated to restore pursuant to the penultimate sentences of Treas. Reg. §§1.704-2(g)(1) and 1.704-2(i)(5), and (b) debit to such capital account the items described in Treas. Reg. §§1.704-1(b)(2)(ii)(d)(4), (5) and (6).

(iii)

Nonrecourse Deductions for any Fiscal Year or other period shall be specially allocated to the Members in accordance with their Percentage Interests. “Nonrecourse Deductions” shall have the meaning set forth in Treas. Reg. §1.704-2(b)(1).  The amount of Nonrecourse Deductions for a Company Fiscal Year equals the excess, if any, of the net increase, if any, in the amount of Minimum Gain during that Fiscal Year over the aggregate amount of any distributions during that Fiscal Year of proceeds of a Nonrecourse Liability that are allocable to an increase in Minimum Gain, determined according to the provisions of Treas. Reg. §1.704-2(c).  “Nonrecourse Liability” shall have the meaning set forth in Treas. Reg. §1.704-2(b)(3).

(iv)

Member Nonrecourse Deductions for any Fiscal Year or other period shall be specially allocated to the Member who bears the economic risk of loss with respect to the Member Nonrecourse Debt to which such Member Nonrecourse Deductions are attributable in accordance with Treas. Reg. §1.704-2(i).  “Member Nonrecourse Deductions” shall have the meaning set forth in Treas. Reg. §1.704-2(i)(2) for “partner nonrecourse deductions.”  For any Company taxable year, the amount of Member Nonrecourse Deductions with respect to a Member Nonrecourse Debt equals the net increase during the year, if any, in the amount of Member Nonrecourse Debt Minimum Gain reduced (but not below zero) by proceeds of the liability that are both attributable to the liability and allocable to an increase in the Member Nonrecourse Debt Minimum Gain.

(v)

The allocations set forth in this subsection (a) are intended to comply with certain requirements of Treasury Regulations promulgated under Code Section 704.  Such allocations shall be taken into account in allocating other Profits, Losses, and items of income, gain, loss, and deduction to each Member so that, to the extent possible, and to the extent permitted by Treasury Regulations, the net amount of such allocations of other Profits, Losses, and other items and such allocations to each Member shall be equal to the net amount that would have been allocated to each Member if such allocations had not been made.

(b)

Rules of Application.

(i)

Profits and Losses and other items of income, gain, loss and deduction shall be allocated to the Members in accordance with the portion of the year during which the Members have held their respective interests.  All items of income, loss and deduction shall be considered to have been earned ratably over the period of the Fiscal Year of the Company, except that (A) gains and losses arising from the disposition of assets shall be taken into account as of the date thereof, and (B) with the consent of the Manager and all affected parties, the preceding items may be allocated by using an “interim closing of the books” method.

(ii)

In the event the Company is entitled to a deduction for interest imputed under any provision of the Code on any loan or advance from a Member (whether such interest is currently deducted, capitalized or amortized), such deduction shall be allocated solely to such Member.

(iii)

To the extent any payments in the nature of fees paid to a Member are finally determined to be distributions to a Member for federal income tax purposes, there will be a gross income allocation to such Member in the amount of such distribution.

- 6 -

(iv)

Losses shall not be allocated to any Member to the extent that such allocation would result in a deficit in its Adjusted Capital Account Balance while any other Member continues to have a positive Adjusted Capital Account Balance; in such event Losses shall first be allocated to Members with positive Adjusted Capital Account Balances in proportion to such balances, until their positive Adjusted Capital Account Balances have been reduced to zero.  To the extent that any Losses are allocated pursuant to this paragraph, Profits shall thereafter be allocated in reverse order of such allocations of Losses to the extent of such Losses.

(v)

The allocation of Profits and Losses to any Member shall be deemed to be an allocation to that Member of the same proportionate part of each separate item of taxable income, gain, loss, deduction or credit that comprises such Profits and Losses.

(c)

Rules Concerning Calculations of Profits and Losses and Code Section 704(c)

Tax Allocations.

(i)

For purposes of computing Profits and Losses, “Carrying Value” shall mean (A) with respect to contributed property, the agreed value of such property reduced (but not below zero) by Depreciation, (B) with respect to property the book value of which is adjusted pursuant to Treas. Reg. §§1.704-1(b)(2)(iv)(d), (e) or (f), the amount determined pursuant to subsection (c)(ii) or (iii), and (C) with respect to any other property, the adjusted basis of such property for federal income tax purposes as of the time of determination.

(ii)

Upon the “liquidation” of the Company within the meaning of Treas. Reg. §1.704-1(b)(2)(ii)(g), the Carrying Value of the Company property shall be adjusted to its fair market value, as determined by the Manager.  The Carrying Value of the Company property may be adjusted to its fair market value, as determined by the Manager, upon the occurrence of either of the following events:

(A)

The acquisition of an additional interest in the Company by any new or existing Member in exchange for more than a de minimis capital contribution; or

(B)

The distribution by the Company to a Member of more than a de minimis amount of property or money in consideration for an interest in the Company.

A revaluation of the Company property referred to in the two immediately preceding sentences shall be made in accordance with Treas. Reg. §1.704-1(b)(2)(iv)(f) based on the fair market value of Company properties, as determined by the Manager using such reasonable methods of valuation as they adopt.

(iii)

Immediately prior to the distribution of any Company property, the Carrying Value of such distributed property shall be adjusted to its fair market value, as determined by the Manager.

(iv)

In accordance with Code Section 704(c) and the regulations thereunder, income, gain, loss and deduction with respect to any contributed property shall, solely for tax purposes, be allocated among the Members so as to take account of any variation between the adjusted basis of such property to the Company for federal income tax purposes and its agreed value, pursuant to any method permitted by the regulations and chosen by the Manager.

(v)

In the event the Carrying Value of any Company asset is adjusted as described in paragraph (ii) or (iii) above, subsequent allocations of income, gain, loss and deduction with respect to such asset shall take account of any variation between the adjusted basis of such asset for federal income tax purposes and its Carrying Value in the same manner as under Code Section 704(c) and the regulations thereunder.

ARTICLE 4:  RIGHTS AND DUTIES OF MANAGER

§4.1

Management.  The Managers (each a “Manager” and collectively the “Managers”) of the Company shall be Bafer and Leone. The Managers shall have full, exclusive and complete authority and control in the management of the Company business with all rights and powers generally conferred by law or necessary or advisable and consistent therewith and with the provisions of this Agreement.  

§4.2

Rights and Powers.  The rights and powers of the Managers, by way of illustration but not by way of limitation, shall include the right and power, on such terms as it deems reasonable, to:

- 7 -

(a)

execute any and all contracts, franchise agreements, other agreements (including any agreement regarding the financing, production and distribution of “The Doorman”), or other instruments and perform any acts determined by it to be necessary or advisable to carry out the intentions and purposes of the Company;

(b)

borrow money on such terms as it may determine from banks, other lending institutions, and other lenders, including any Member or Affiliate of a Member for any Company purpose, and to pledge or mortgage Company assets to secure repayment of the borrowed sums, and to execute in connection therewith any notes, security agreements, mortgages, pledges, deeds of trust or other loan documents required by any lender in connection therewith;

(c)

invest Company funds in bank savings accounts, savings and loan associations, commercial paper, government securities, certificates of deposit, bankers’ acceptances and other interest-bearing obligations, and deposit, withdraw, pay, retain and distribute Company funds in any manner consistent with the provisions of this Agreement;

(d)

admit additional Members and substitute Members;

(e)

perform any and all acts necessary to pay any and all organizational expense incurred in the creation of the Company and in raising additional capital, including without limitation broker’s commissions, legal and accounting fees (it being understood that all expenses incurred in the creation of the Company and the commencement of the Company business shall be borne by the Company); and compromise, arbitrate or otherwise settle or adjust claims in favor of or against the Company and commence or defend litigation with respect to the Company or any assets of the Company as deemed advisable, all or any of the above matters being at the expense of the Company, and execute, acknowledge and deliver any and all instruments to effect any and all of the foregoing;

(f)

purchase goods or services, including management and leasing from any corporation or other form of business enterprise whether or not such corporation or business enterprise is owned or controlled, or affiliated with any Member, or corporations or business enterprises in which any Member may have an interest as a shareholder, officer, director, partner, member or proprietor, and any profits or income earned by such corporation or business enterprise as the result of such transaction shall belong to it and not to the Company;

(g)

establish Company offices at such places as may be appropriate, hire Company employees, obtain the services of independent contractors and consultants, engage counsel, and otherwise arrange for the facilities and personnel necessary to carry out the purposes and business of the Company, the cost and expense thereof and incidental thereto to be borne by the Company;

(h)

arrange for a facsimile signature for itself for the purpose of executing such checks or other writings or legal instruments as may be necessary or desirable in the Company business;

(i)

maintain any insurance coverage deemed necessary or appropriate by the Manager, in such amounts and of such types as shall be determined by the Manager, including without limitation public liability insurance coverage and insurance covering the indemnification by the Company provided in §4.5; and

(j)

take and do any and all acts and exercise any and all other authority and powers with respect to the Company or its business that are lawful and not prohibited by the Articles or this Agreement in order to effectuate any of the foregoing on such terms and conditions as the Managers, in their discretion, determine to be necessary, convenient, desirable, appropriate or incidental to the purposes of the Company or the provisions of this Agreement.

Unless authorized to do so by this Agreement or a Manager, no attorney-in-fact, employee, or other agent of the Company shall have any power or authority to bind the Company in any way, to pledge its credit or to render it liable pecuniarily for any purpose.  No Member shall have any power or authority to bind the Company unless the Member has been authorized by a Manager to act as an agent of the Company, in accordance with the previous sentence.

§4.3

Duties of Managers; Not Required to Devote Full Time  The Managers shall manage or cause to be managed the affairs of the Company in a prudent and business-like manner and shall devote such time to the Company affairs as it shall in its, his or her discretion exercised in good faith determine is reasonably necessary for the conduct of such affairs; provided, however, that it is expressly understood and agreed that a Manager shall not be required to devote its entire time, resources, or attention to the business of the Company.  Furthermore, the Managers are expressly authorized to cause any or all of their duties to be performed by one or more Persons (any of which may be an Affiliate of the Manager) pursuant to such terms and conditions as the Managers, in their discretion, may determine.  In carrying out its obligations, the Managers shall do such acts as may be required by law to qualify and maintain the Company as a limited liability company under the Act.  

- 8 -

§4.4

Resignation, Removal, Replacement  A Manager may resign as a manager of the Company (without withdrawing as a Member) by giving at least ninety (90) but not more than one hundred eighty (180) days’ notice in writing of its intention to do so to all the other Members.  Bafer and Leone cannot be removed by the Members.  If Bafer or Leone should cease to serve as a Manager by reason of resignation, death or otherwise, then the other Manager shall remain as the sole Manager of the Company.  If Bafer and Leone should each cease to serve as Managers by reason of their resignation, death or otherwise, then the Voting Majority of the Members shall promptly appoint another Person as the Manager of the Company. Managers other than Bafer or Leone shall serve at the pleasure of the Members and may be removed at any time with the approval of a Voting Majority of the Members.  

§4.5

Exculpation of Managers; Indemnity.  In carrying out their duties hereunder, the Managers shall not be liable to the Company or to any Member for their good faith actions, or failure to act, or for any errors of judgment, or for any act or omission believed in good faith to be within the scope of authority conferred by this Agreement, but only for their own willful misconduct in the performance of its obligations under this Agreement.  Actions or omissions taken in reliance upon the advice of legal counsel as being within the scope of authority conferred by this Agreement shall be conclusive evidence of such good faith; however, good faith may be determined without obtaining such advice.  

The Company does hereby indemnify and hold harmless each of the Managers, their Affiliates and their agents, officers, employees, partners, members and directors against and from any and all losses, claims, damages, liabilities, expenses (including legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (together, “Claims”), in which the indemnified person may be involved, or threatened to be involved, as a party or otherwise by reason of their status as a Manager or an Affiliate thereof, an agent, officer, employee, partner, member or director of a Manager or an Affiliate thereof, or a person serving at the request of the Company in another entity in a similar capacity, which relates to or arises out of the Company, its  property, business or affairs, regardless of whether the indemnified person continues to be a Manager or an Affiliate thereof or their agent, officer, employee, partner, member or director at the time any such liability or expense is paid or incurred, if (i) the indemnified person acted in good faith and in a manner it believed to be in or not opposed to the best interests of the Company, (ii) the indemnified person’s conduct did not constitute gross negligence or willful misconduct, (iii) in connection with any criminal action or proceeding, the indemnified person had no reasonable cause to believe its conduct was unlawful, (iv) with respect to Claims by or in the right of the Company, the indemnified person is not adjudged to be negligent or liable for misconduct, unless a court determines pursuant to the Act that indemnification is nonetheless appropriate, and (v) the standards set forth in clauses (i) and (ii), and, if applicable, (iii) and (iv), are met as determined in each case by (w) a majority vote of a quorum of Managers who are not parties to or threatened to be made parties to the Claims in issue, (x) by independent legal counsel as described in the Act, (y) by all the Members, or (z) by an appropriate court as provided in the Act.  Notwithstanding clauses (iii) and (iv), an indemnified person shall be eligible for indemnification hereunder to the extent it has been successful on the merits with respect to any Claim.  In no event shall any Member be required to make an additional capital contribution to carry out this indemnification provision.

§4.6

Reliance of Third Parties on Authority of Manager.  No financial institution or any other person, firm or corporation dealing with a Manager shall be required to ascertain whether the Manager is acting in accordance with this Agreement, but such financial institution or such other person, firm or corporation shall be protected in relying solely upon the acts and assurances of and the execution of any instruments by such Manager.

§4.7

Tax Elections; Tax Matters Member.  The Managers shall have the exclusive right to make and determine, in their sole discretion, all options and elections with respect to the Internal Revenue Code of 1986, as amended from time to time (the “Code”) and Treasury Regulations (“Treasury Regulations” or “Treas. Reg.”) issued thereunder.  As an example of, but not in limitation of, the general authority conferred by the preceding sentence, the Managers shall determine whether and when to make or revoke the election under Code Section 754.  Bafer shall be the “tax matters partner” (as defined in Code Section 6231) and is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, and to expend Company funds for professional services and costs associated therewith.  The tax matters partner shall provide all notices and perform all acts required of a tax matters partner under Subchapter C of Chapter 63 of the Code.  The Managers are authorized to take any action that they determine to be necessary to comply with the requirements of Code Sections 1441, 1442, 1445 or 1446 with respect to withholding certain amounts with respect to payments or distributions to a Member who is not a U.S. person (as defined in Code Section 7701) or withholding of certain amounts with respect to the sale of a “United States real property interest” (as defined in Code Section 897).

§4.8

Manager May Compete.  The Members hereby acknowledge that a Manager may from time to time engage in business enterprises similar to the business of the Company and competitive with the business of the Company without restriction and with no obligation to account to the Company or to the Members for such activities.  A Manager is not obligated to offer business opportunities to the Company.

- 9 -

§4.9

Compensation of Manager or Affiliate; Reimbursement of Expenses.  The Managers may receive a salary for their service as Manager(s) of the Company.  In addition, all expenses of the Managers incurred in connection with managing the Company shall be reimbursed by the Company, or, if billed directly to the Company, shall be paid by it.

§4.10

Control Rights of Class B Member.  Notwithstanding any provision of this Agreement to the contrary, the Managers must receive the approval of the Class B Member prior to taking any action with respect to the following matters:

(a)

The reduction of the budget for The Doorman project (the “Project”) from that set forth in that certain Production Services Agreement between the Company and Nick Nick, Inc. (the “Production Agreement”);

(b)

The adjustment of the production schedule as set forth in the Production Agreement;

(c)

Directing any of the creative aspects of the Project or the production thereof;

(d)

The marketing of the Project; or

(e)

The sale or distribution of all or any of the Company’s rights in the Project.

ARTICLE 5:  MEMBERS; RIGHTS OF AND LIMITATIONS ON MEMBERS

§5.1

Members.  The rights of a Member shall be as described in this Agreement and such rights may be transferred to another Person only upon a transfer of the Members’ entire Membership Interest in accordance with Article 6, below.

§5.2

Additional Members.  The Manager may admit additional Members to the Company as provided in this Agreement.  The transferee of the interest in the Company of an existing Member shall not become a Member until admitted as a substituted Member pursuant to §6.1.

§5.3

Members May Compete.  Members shall not in any way be prohibited from or restricted in engaging or owning an interest in any other business venture of any nature, including any venture which might be competitive with the business of the Company, and the Company may engage Members or persons or firms associated with them for specific purposes and may otherwise deal with such Members, on terms and for compensation to be agreed upon by any such Member and the Company.  

§5.4

Limitations on Members.  No Member shall have the right:

(a)

to take part in the control of the Company business or to sign for or to bind the Company, except as set forth in §4.10 hereof or with respect to any Member who is also the Manager;

(b)

to have such Member’s Capital Contribution repaid except to the extent provided in this Agreement;

(c)

to withdraw from the Company, except that any Member who is also a Manager may withdraw as a Manager;

(d)

to require partition of Company property or to compel any sale or appraisement of Company assets or sale of a deceased Member’s interest therein; or

(e)

to sell or assign such Member’s Membership Interest in the Company or to constitute the vendee or assignee thereunder a substituted Member, except as provided in Article 6 hereof.

§5.5

Limitation of Liability.  Each Member’s liability for the debts and obligations of the Company shall be limited as set forth in the Act.

§5.6

Liability of a Member to the Company.  A Member who knowingly receives a distribution or payment made by the Company in violation of the Articles or this Agreement may be liable to the Company under the Act.

§5.7

Admission to Membership.  A Person may become a new Member upon acquisition of a Membership Interest from the Company upon such terms and conditions as may be approved by the Manager.  Upon admission, each Member hereby agrees that such Member will take such reasonable actions requested by the Manager to cause, or will refrain from any action which would hinder the ability of, the Company to be treated as an association taxable as a partnership for federal income tax purposes.

- 10 -

ARTICLE 6:  TRANSFER OF COMPANY INTERESTS

§6.1

Transfer of Membership Interests.  Except as specifically provided in this Agreement, no Member may sell, assign, pledge, hypothecate, or in any manner transfer, or suffer or allow the same to occur, directly or indirectly, voluntarily or involuntarily, including, without limitation, any such transfer by operation of law (each such event hereinafter referred to as a “Transfer”), all or any part of such Member’s Membership Interest, unless:

(a)

(i) such Transfer is a Permitted Transfer, or (ii) if such Transfer is other than a Permitted Transfer such Transfer is approved by a majority of Managers, which approval may be withheld in the sole discretion of each Manager;

(b)

the Company has received a written instrument of transfer of such Membership Interest or the portion thereof intended to be transferred, which instrument shall be signed by the transferor Member and the transferee and shall contain the name and address of the transferee, the purchase price to be paid for the Membership Interest by the transferee and the transferee's express acceptance of and agreement to be bound by all of the terms and conditions of this Agreement pursuant to a written joinder agreement executed by the transferee;

(c)

all requirements of applicable state and federal securities laws have been complied with to the satisfaction of the Company after consultation with legal counsel to the Company;

(d)

such Transfer will not result in the Company's loss of any exemption (federal or state) from the registration of the sale of securities relied upon in its offering of the Membership Interests;

(e)

the transferor Class B Member has paid or caused to be paid all reasonable costs of the Company related to such transfer, including, without limitation, the reimbursement of all reasonable legal fees and expenses incurred by the Company in connection with such Transfer;

(f)

such Transfer will not result in the termination of the Company for federal income tax purposes; and

(g)

such Transfer will not result in the Company being classified as an association which is taxable as a corporation for federal income tax purposes.

Any Transfer in compliance with all of the conditions of this §6.1 shall bind the Company and the other Members and the transferee shall be treated as a substituted Member.  

§6.2

Invalid Transfers.  Any Transfer that does not comply with all of the conditions of §6.1 shall not be recognized, shall be invalid and ineffective as to the Company and the Members, and the transferee of said Transfer shall not retain any rights of a member under the Act and shall not be entitled to:  (i) require any accounting of the Company’s transactions; (ii) inspect the Company’s books and records; (iii) require any information from the Company; or (iv) exercise any privilege or right of a Member which is not specifically granted to a non-substituted transferee of a limited liability company interest under the Act.

§6.3

Compliance with Securities Act of 1933.  No Member’s interest in the Company has been registered under the Securities Act of 1933 in reliance upon the exemption provided in Section 4(2) of such act.  Notwithstanding any other provisions in this Agreement, no interest in the Company of a Member may be offered for sale, sold, transferred or otherwise disposed of unless, at the expense of the transferring Member, the Company has received an opinion of counsel for the Company or counsel acceptable to its counsel, to the effect that such transfer is exempt from registration under the Securities Act of 1933 and is in compliance with all applicable federal and state securities laws and regulations.  The Managers may, in their sole discretion, waive the requirements of this section with respect to the transfer of any interest, but any such waiver shall not constitute a waiver of any subsequent transfer of such interest or the transfer of any other interest.

§6.4

Allocations and Distributions with Respect to Transferred Membership Interests.  If any transfer of a membership interest in the Company permitted by this Agreement occurs during a fiscal year (whether or not the assignee is admitted as a substituted Member), then all allocations of Profits and Losses attributable to the transferred membership interest for such year shall be divided and allocated between the transferor and the transferee by taking into account their varying interests during such fiscal period, using any convention or method of allocation selected by the Managers which is then permitted under Code Section 706 and the regulations promulgated thereunder.  All distributions of Net Cash Flow made prior to the effective date of any such transfer shall be made to the transferor and any such distributions made after the effective date of such transfer shall be made to the transferee.

- 11 -

ARTICLE 7:  WITHDRAWAL, DEATH, BANKRUPTCY OR DISSOLUTION

OF MEMBERS AND MANAGER

§7.1

Withdrawal of Member.  A Member may only withdraw from the Company with the consent of the Manager.

§7.2

Death or Bankruptcy of Member.  Upon the death or bankruptcy of an individual Member or the bankruptcy, dissolution or other cessation to exist as a legal entity of a Member not an individual, and after such time as the Company shall have received written notice thereof, the authorized representative of such individual or entity shall have all of the rights of a Member for the purposes of effecting the orderly winding up and disposition of the affairs of such individual or entity.

ARTICLE 8:  AMENDMENT OF THE AGREEMENT

§8.1

Amendments by Managers.  This Agreement may be amended by the Managers without the approval of any Member provided that such amendment is:

(a)

Solely for the purpose of clarification and does not change the substance hereof;

(b)

For the purpose of substituting or deleting a Member or admitting an additional Member in accordance with the provisions of this Agreement, or deleting a Manager;

(c)

For the purpose of reflecting a change in the amount or character of the contribution of any Member;

(d)

Otherwise in implementation of the terms of this Agreement; or

(e)

In the opinion of counsel for the Company, necessary or appropriate to satisfy current requirements of the Code with respect to partnerships or any federal or state securities laws or regulations.  

Any amendment made pursuant to subsection (a), (d) or (e) may be made effective as of the date of this Agreement.  All Members shall be notified as to the substance of any amendment to this Agreement and upon request shall be furnished a copy thereof.

§8.2

Other Amendments.  All other amendments to this Agreement shall require the approval of the Manager, the Class A Members and a Voting Majority of the Class B Members; provided, however, no amendment, unless adopted with the written consent of the affected Members may: (a) create an obligation on a Member to contribute to the capital of the Company or to loan funds to the Company; or (b) increase any Member’s liability for the debts and obligations of the Company.

ARTICLE 9:  TERMINATION, DISSOLUTION AND LIQUIDATION OF THE COMPANY

§9.1

Events of Dissolution.  Upon the expiration of the term of the Company set forth in §1.5, any event described herein which causes dissolution and the failure of the Members to elect to continue the Company, or upon the determination by the Manager that in its sole discretion it is no longer profitable, feasible or advantageous to operate the business of the Company, the Company shall be dissolved and liquidated in accordance with the provisions of this Article.

§9.2

Liquidation.

(a)

Upon the dissolution of the Company, the then Manager, or, if there be none, the Liquidating Trustee appointed pursuant to §9.3, shall proceed with the liquidation of the Company, and the liquidation proceeds shall be applied in the following order:

(i)

To creditors in order of priority as provided by law, except for any indebtedness owing to any Member.

(ii)

To the establishment of any reserves that may be deemed by the Manager or other persons having control of the liquidation proceedings to be reasonably necessary for any contingent or unforeseen liabilities or obligations of the Company;

(iii)

To the Members in satisfaction of any indebtedness owing to them; and

(iv)

To the Members in accordance with §3.8, above.

- 12 -

(b)

Upon liquidation of the Company, no Member shall be required to contribute any amount to the Company solely because of a deficit balance in its Capital Account and any such deficit balance shall not for any purpose be considered an asset of the Company.  

(c)

For purposes of the liquidation of the Company assets, the discharge of its liabilities and the distributions of the remaining funds among the Members as above described, the Manager or Liquidating Trustee shall have the authority on behalf of the Company to sell, convey, exchange or otherwise transfer the assets of the Company for such consideration and upon such terms and conditions as it deems appropriate.  The Manager or the Liquidating Trustee, in its sole discretion, may make distributions in kind to Members.  The Manager shall have the authority to purchase any Company assets at the appraised fair market value.  A reasonable time shall be allowed for the orderly liquidation of the assets of the Company and the discharge of liabilities of the Company to creditors to enable the Company to minimize normal losses during a liquidation period.  Any return of all or any portion of the contributions made by a Member to the capital of the Company shall be made solely from Company assets, and the Manager shall not be personally liable for any such return, except to the extent provided in the preceding subsection.

§9.3

Election of Liquidating Trustee.  In the event there is no Manager at the time of dissolution, the Members shall elect, by a vote of majority in interest of all Interests, one of the Members or any other person, firm or corporation of their choice to act as liquidating trustee (“Liquidating Trustee”) in the liquidation of the  business in accordance with the provisions of this Article.

§9.4

Statements.  Each of the Members shall be furnished with a statement prepared by the Company’s accountants, which shall set forth the assets and liabilities of the Company as of the date of complete liquidation.  When the then Manager, or if there be none, the Liquidating Trustee, has complied with the distribution plan set forth in this Article, the Manager or the Liquidating Trustee, as the case may be, shall execute and cause to be filed a certificate of dissolution of the Company.

ARTICLE 10:  POWER OF ATTORNEY

§10.1

Appointment of Manager as Attorney.  In order to facilitate amendments of this Agreement which require the signatures of each Member or a specified Member and a proposed additional or substituted Member and the preparation and signing of other documentation in connection with the Company, each Member by his or her signature hereto irrevocably makes, constitutes and appoints each Manager, each person who shall hereafter become a Manager, and each of them, his true and lawful attorney in his name, place and stead with the power from time to time to make, execute, swear to, acknowledge, verify, deliver, file, record and publish:

(a)

All certificates or other instruments which may be required to be filed by the Company under the laws of the State of Florida or of any other state or jurisdiction in which the Company shall transact business or in which the Manager shall deem it advisable to file;

(b)

All documents, certificates or other instruments, including, without limiting the generality of the foregoing, any and all amendments and modifications of this Agreement or of the instruments described in this §10.1 which may be required or deemed desirable by the Manager to effectuate the provisions of any part of this Agreement and by way of extension and not in limitation to do all such other things as shall be necessary to continue the Company under the laws of the State of Florida and of any state or jurisdiction in which it shall do business;

(c)

All documents, certificates or other instruments deemed desirable by the Manager or required in connection with amendments to this Agreement which the Manager may make without the approval of any Member pursuant to this §10.1; and

(d)

All documents, certificates or other instruments which may be required to effectuate the dissolution and termination of the Company or the organization of any new limited liability company occurring by the withdrawal, death, bankruptcy, liquidation, dissolution, adjudication of insanity or incompetency or other cessation of existence of all Managers as hereinbefore provided.

§10.2

Power of Attorney Irrevocable.  It is expressly intended by each Member that the foregoing power of attorney is a special power of attorney coupled with an interest in favor of each Manager, and as such shall be irrevocable and shall survive the death, incompetence or adjudication of insanity (and, in the case of a Member that is not a natural person, the merger, dissolution or other termination of existence) of a Member.

§10.3

Survival of Power of Attorney on Transfer.  The foregoing power of attorney shall survive the delivery of an assignment by any Member of the whole or any portion of its interest in the Company, except that where an assignee of such interest has been approved by the Manager as a substituted Member, then the foregoing power of attorney of the  assignor Member shall survive the delivery of such assignment for the sole purpose of enabling the Manager to execute, swear to, acknowledge and file any and all instruments necessary to effectuate such substitution.  The power of attorney may be exercised by facsimile signature of a Manager or by listing all of the Members executing, swearing to or acknowledging any instrument with a single signature of a Manager, acting as attorney-in-fact for all of them.

- 13 -

ARTICLE 11:  MISCELLANEOUS PROVISIONS

§11.1

Notices.  Any notice, demand, or communication required or permitted to be given by any provision of this Agreement shall be deemed to have been sufficiently given or served for all purposes if delivered personally to the party or to an executive officer of the party to whom the same is directed, if sent by facsimile, with receipt confirmed by telephone, or if sent by registered or certified mail, postage and charges prepaid, addressed to the Member’s, Manager’s or the Company’s address, as appropriate, as set forth in this Agreement or as notified by such Member or Manager.  Except as otherwise provided herein, any such notice shall be deemed to be given five (5) business days after the date on which the same was duly mailed, if sent by registered or certified mail, or on the date of receipt, if personally delivered or transmitted to the telephone number supplied to the Company as the Member’s or Manager’s facsimile number by the Member or Manager to whom the notice is sent, with receipt confirmed by telephone.

§11.2

Waiver of Notice.  When any notice is required to be given to any Member or Manager, a waiver thereof in writing signed by the Member or Manager entitled to such notice, whether before, at, or after the Member or Manager is entitled to such notice, and whether before, at, or after the time stated therein, shall be equivalent to the giving of such notice.

§11.3

Application of Florida Law.  This Agreement and its application and interpretation shall be governed exclusively by its terms and by the laws of the State of Florida.

§11.4

Waiver of Action for Partition.  Each Member irrevocably waives during the term of existence of the Company any right that such Member may have to maintain any action for partition with respect to the property of the Company.

§11.5

Execution of Additional Instruments.  Each Member shall execute such other and further statements of interest and holdings, designations, powers of attorney and other instruments necessary to comply with any laws, rules or regulations or to carry out the purposes of this Agreement.

§11.6

Construction.  Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural, and the masculine gender shall include the feminine and neuter genders and vice versa.

§11.7

Headings.  The headings in this Agreement are inserted for convenience only and are in no way intended to describe, interpret, define, or limit the scope, extent or intent of this Agreement or any provisions hereof.

§11.8

Waivers.  The failure of any party to seek redress for violation of or to insist upon the strict performance of any covenant or condition of this Agreement shall not prevent a subsequent act, which would have originally constituted a violation, from having the effect of an original violation.

§11.9

Rights and Remedies Cumulative.  The rights and remedies provided by this Agreement are cumulative and the use of any one right or remedy by any party shall not preclude or waive the right to use any or all other remedies.  Said rights and remedies are given in addition to any other rights the parties may have by law, statute, ordinance or otherwise.

§11.10

Severability.  If any provision of this Agreement or the application thereof to any person or circumstance shall be invalid, illegal or unenforceable to any extent, the remainder of this Agreement and the application thereof shall not be affected and shall be enforceable to the fullest extent permitted by law.

§11.11

Heirs, Successors and Assigns.  Each and all of the covenants, terms, provisions and agreements in this Agreement shall be binding upon and inure to the benefit of the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.

§11.12

Counterparts.  This Agreement may be executed in several counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument, binding on all parties hereto, notwithstanding that all parties are not signatories to the same counterpart.

[Remainder of Page Intentionally Left Blank]

- 14 -

IN WITNESS WHEREOF the parties hereto have executed this Operating Agreement as of the date first set forth herein.

Initial Managers:
Alexander Bafer
Christopher Leone
Class A Member:
York Entertainment, Inc.
Signature:
Printed Name:	Alexander Bafer
Title:	Chief Executive Officer
Class B Member:
Nicholas Turturro

- 15 -

SCHEDULE A

Updated as of: June 1, 2010

York Productions, LLC

Address of Principal Office of the Company	Name and Address of the Managers of the Company	Name and Address of Agent of the Company for Service of Process
2200 NW Corporate Blvd. Suite 303 Boca Raton, Florida 33431	Alexander Bafer and Christopher Leone 2200 NW Corporate Boulevard, Suite 303, Boca Raton, Florida 33431	Alexander Bafer 2200 NW Corporate Blvd. Suite 303 Boca Raton, Florida 33431

Name and Business Address of Class A Members	Capital Contribution	Percentage Interest	No. of Class A Interests
York Entertainment, Inc. 2200 NW Corporate Blvd., Suite 303 Boca Raton, Florida 33431	*	60%	6,000
Name and Business Address of Class B Members	Capital Contribution	Percentage Interest	No. of Class B Interests
Nicholas Turturro 5232 Beckford Ave Tarzana, CA 91356	*	40%	4,000

*   The terms of the Capital Contribution are described in §2.1 of this Agreement.

- 16 -

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Brick Top Productions, Inc.

We consent to the inclusion in this Registration Statement on Form S-1 filed with the SEC (the “Registration Statement”), of our report dated July , 2011, relating to the consolidated balance sheets of Brick Top Productions, Inc. as of December 31, 2010 and 2009, and the related consolidated statements of operations, equity and cash flows for the year ended December 31, 2010, for the period from February 20, 2009 (inception) through December 31, 2009 and for the period from February 20, 2009 (inception) through December 31, 2010 appearing in the Prospectus, which is a part of such Registration Statement.  We also consent to the reference to our firm under the caption “Experts” in such Registration Statement.

/s/ Li & Company, PC

Li & Company, PC

Skillman, New Jersey

December 29, 2011

CORRESP

350 EAST LAS OLAS BOULEVARD LAS OLAS CENTRE II, SUITE 1150 P.O. BOX 30310 FORT LAUDERDALE, FL 33303-0310 954.759.2760 DIRECT 954.462.4150 MAIN 954.462.4260 FAX cgage@ralaw.com www.ralaw.com

December 29, 2011

United States Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, DC 20549-3628
Attention:	Justin Dobbie
	Legal Branch Chief

Re: Brick Top Productions, Inc. Registration Statement on Form S-1 Filed August 5, 2011 File No. 333-176093

Dear Mr. Dobbie:

The purpose of this letter is to provide the Company’s responses to the August 29, 2011 Comment Letter (the “Comment Letter”) to Alexander Bafer, Chief Executive Officer of Brick Top Productions, Inc. (the “Company”, “we”, “our” or “us”).  For your convenience, we have restated the comments from the Comment Letter below followed by the Company’s response.  

Registration Statement Cover Page

COMMENT 1.

The registration fee cannot be calculated in accordance with Rule 457(c) as there is no market for the common stock. Please revise to refer to the appropriate rule.

Response:

We have revised the Registration Statement Cover Page to state that the registration fee has been calculated in accordance with Rule 457(o).

COMMENT 2.

We note that you have calculated the registration fee based upon a proposed maximum offering price per share of $1.00. Please tell us why you believe $1.00 per share constitutes a bona estimate of the maximum offering price given that certain of the selling shareholders purchased their shares for $1.00 per share.

Response:

We have calculated the registration fee based upon the proposed maximum offering price per share of $1.00 based on management’s determination of the value of the enterprise.  Pursuant to Rule 457(o), if the maximum aggregate offering price increases prior to the effective date of the registrations statement, a pre-effective amendment will be filed to increase the maximum dollar value being registered and the additional filing fee shall be paid.

Prospectus Cover Page

COMMENT 3.

Please identify the page number on which the Risk Factors section begins.

Response:

We have revised the Prospectus Cover Page to include a disclosure of the page number on which the Risk Factors section begins.

NEW YORK	CLEVELAND	TOLEDO	AKRON	COLUMBUS	CINCINNATI
WASHINGTON, D.C	TALLAHASSEE	ORLANDO	FORT MYERS	NAPLES	FORT LAUDERDALE

United States Securities and Exchange Commission

Justin Dobbie

December 29, 2011

Page 2

About This Prospectus, page 1

COMMENT 4.

Refer to the third sentence of the first paragraph of this section. Please remove this statement or explain your basis for inclusion.

Response:

We have deleted the third sentence of the first paragraph of the section titled About This Prospectus.

Cautionary Note Regarding Forward-Looking Statements, page 1

COMMENT 5.

As this is your initial public offering, the Private Securities Litigation Reform Act does not apply to you. As such, please remove references to Section 27A of the Securities Act and Section 21E of the Securities Exchange Act.

Response:

We have deleted references to Section 27A of the Securities Act and Section 21E of the Securities Exchange Act.

Prospectus Summary, page 1

COMMENT 6.

Please disclose the aggregate market price of your common stock based on the proposed offering price and disclose the balance of total stockholders' equity at your most recent balance sheet date.

Response:

We have revised the section The Offering under the section Prospectus Summary to disclose the aggregate market price of our common stock based on the proposed offering price and have disclosed the balance of total stockholders’ equity at our most recent balance sheet date.

Our Company, page 1

COMMENT 7.

Please revise to state your net losses for the most recently completed fiscal years (audited) and interim stub.

Response:

We have revised the section Our Company to state our net losses for the most recently completed fiscal years (audited) and interim stub.

Corporate History, page 2

COMMENT 8.

See the first paragraph. Please reconcile this disclosure with that in the audited financial statements that you were incorporated under the name York Entertainment, Inc.

Response:

We have revised the first paragraph in the section Corporate History to state that we were incorporated under the name York Entertainment, Inc.

Background, page 2

COMMENT 9.

See the first paragraph. Please reconcile the issuance of 6,260,000 shares of common stock for proceeds of $626,000 in February 2009 with that in Note 6 to the audited financial statements that from February through December 2009, you sold 6,250,000 shares for $625,000. We note that in addition, you sold 10,000 common shares at $1.00 per share in December 2009 for total proceeds of $10,000. Please ensure consistency of all amounts and disclosures throughout the filing.

Response:

We have reconciled the foregoing stock issuances in the section Background and the included financial statements.

United States Securities and Exchange Commission

Justin Dobbie

December 29, 2011

Page 3

Summary of Consolidated Financial Information, page 3

COMMENT 10.

We note that the amounts shown for total liabilities and stockholders' equity for the periods disclosed do not agree with the respective amounts shown in the audited and unaudited interim financial statements that are included in the filing. Please revise to ensure consistency of amounts. In addition, please revise the net loss amount for the year ended December 31, 2010 to instead represent the amount of consolidated Net loss before non-controlling interest of $(160,504).

Response:

We have revised the section Summary of Consolidated Financial Information to properly disclose the amount of total liabilities and stockholder’s equity, and to revise the net loss amount for the year ended December 31, 2010 as requested.

Risk Factors, page 3

COMMENT 11.

Because your two employees are your sole directors, they will determine their compensation, and there may not be funds available for net income. Please add a risk factor for this risk or tell us why it is not necessary.

Response:

We have added a risk factor disclosing that our sole employee is also our sole director, that he will set his own compensation, and that there may not be net income as a result thereof.

COMMENT 12.

Please add a risk factor addressing the fact that that neither of your employees has significant experience in the entertainment industry and that you have relied on the services of others in this regard.

Response:

We have added a risk factor disclosing that our sole employee does not have significant experience in the entertainment industry and that we have relied on the services of others in that regard.

We need additional capital to develop our business, page 3

COMMENT 13.

Please revise the last sentence of the first paragraph to delete the phrase "[o]ur expenses are at a minimum" and please briefly quantify and describe your expenses.

Response:

We have revised the last sentence of the first paragraph to delete the phrase “at a minimum” and have briefly quantified and described our expenses.

We intend to become subject to the periodic reporting requirements, page 4

COMMENT 14.

We note your statement that "[t]he costs charged by these professionals for such services cannot be accurately predicted at this time." Please revise to provide an estimation of these costs so that investors can better understand this risk.

Response:

We have revised the above referenced risk factor to include a range of the cost of the services of accounting and legal professionals related to maintaining compliance with the required filings as a 34 Act reporting company.

Shareholders may be diluted significantly, page 5

COMMENT 15.

Please revise to disclose the total number of shares authorized for issuance.

Response:

We have revised the above reference risk factor to disclose the total number of shares we are authorized to issue.

United States Securities and Exchange Commission

Justin Dobbie

December 29, 2011

Page 4

Our Articles of Incorporation provide for indemnification, page 6

COMMENT 16.

Please revise the body of this risk factor to discuss the indemnifications for liabilities other than those related to the federal securities laws, such as liabilities under state laws.

Response:

We have revised the above referenced risk factor to discuss the indemnifications for liabilities other than those related to the federal securities laws.

Any trading market that may develop may be restricted by virtue of state securities "Blue Sky" laws, page 7

COMMENT 17.

Please revise to disclose the states in which you anticipate your shares will be able to be resold.

Response:

At this point we do not have any additional information to disclose regarding the states in which we anticipate our shares will be able to be resold.  To the extent we obtain additional information during the review process we will include it in a future amendment to the registration statement.

COMMENT 18.

We note the cross reference in the last sentence, but we are unable to locate this section. Please advise.

Response:

We have corrected the cross reference in the last sentence of the above referenced risk factor to read “Plan of Distribution.”

Determination of Offering Price, page 9

COMMENT 19.

Please reconcile the statements in this section with your statement on the outside cover page of the prospectus that "[t]he sales price to the public is fixed at $1.00 per share until such time as the shares of our common stock are traded on the Over-The-Counter Bulletin Board."

Response:

We have revised statements in the section Determination of Offering Price and the statements on the outside cover page of the prospectus so that they reconcile.

Plan of Distribution, page 11

COMMENT 20.

Please revise the third to last paragraph of this section to clearly state to investors that the selling stockholders may be deemed to be underwriters.

Response:

We have revised the third to last paragraph of this section to clearly state to investors that the selling stockholders may be deemed to be underwriters.

Description of Business, page 12

COMMENT 21.

Please revise to provide investors with a plan of operation with details regarding the realistic timelines, costs, and need for additional financing related to each of your stated goals, such as acquiring the rights to screenplays, financing major feature films, "pre-selling exclusive distribution rights to individual overseas territories," "filming of an ongoing daily series of 5-10 minute short shows that would be disseminated through an application downloaded to smart phones," and selling the rights to The Doorman. Additionally please clarify what concrete steps you have already taken towards each goal. Please also state when you expect to generate revenue. Include a brief summary of your budget and timeframe in the Prospectus Summary.

Response:

We have revised the section Description of Business to describe in more detail our business plan.

United States Securities and Exchange Commission

Justin Dobbie

December 29, 2011

Page 5

Introduction, page 12

COMMENT 22.

You state here that you were organized for the purpose of "financing the production and distribution" of television series and feature films. On page 1, however, you state that you are engaged in the business of "financing, producing and distributing" feature films and television series. Please reconcile this inconsistency and revise to clarify whether your business is primarily financing or if you also intend to produce and distribute. To the extent your business is financing, please explain how you intend to implement your business plan given your limited financial resources and access to capital.

Response:

We have revised the Introduction section and Page 1 of the filing to state that we are in the business of financing, producing, and distributing feature films and television series.

COMMENT 23.

Please revise the first sentence of the second paragraph to clarify the number of screenplays for which you have acquired rights other than The Doorman. Additionally please advise us whether these rights are separate from the expired April 4, 2010 option agreement. Please also include a brief description of the screenplays you have acquired and what actions you have taken since their acquisition.

Response:

We have revised the Introduction section to clarify that we presently have acquired the rights to only The Doorman.

COMMENT 24.

You state in the first paragraph that one of your purposes is distribution. Please clarify what this means, whether it means selling distribution rights to a third party or otherwise.

Response:

We have clarified throughout the Introduction section what is meant by “distributing”.

COMMENT 25.

Please refer to the first sentence in the third paragraph. Please clarify what you mean by "pursuing." Please indicate what specific steps you have already taken. Additionally please state whether you have executed any binding agreement.

Response:

We have revised the Introduction section to more clearly state that we are negotiating to acquire the rights to the film The Search For One-eye Jimmy with the parties that have the rights to said film.

COMMENT 26.

Please remove reference to specific companies such as Facebook, Twitter, and Youtube unless you have an executed agreement currently in effect.

Response:

We have removed reference to specific companies such as Facebook, Twitter, and Youtube.

COMMENT 27.

Please describe the Option Agreement with Jonathan Christopher, LLC in your discussion of the development of your business. Also, to the extent either party has any continuing obligations under the agreement, please file the agreement as an exhibit to the registration statement or tell us why you believe you are not required to do so.

Response:

We have revised the Introduction section to describe the Option Agreement.  Neither party has any continuing obligations under the agreement.

The Initial Project — "The Doorman," page 13

COMMENT 28.

Please define "show runner" for investors.

Response:

We have inserted a description of what a “show runner” is in the Introduction section.

United States Securities and Exchange Commission

Justin Dobbie

December 29, 2011

Page 6

COMMENT 29.

Please discuss how you developed the television pilot. For example, please discuss your relationship with Nick Nick, Inc., how much you spent on the pilot and when it was completed.

Response:

We have revised the section The Initial Project – “The Doorman” to discuss the history of The Doorman and how we developed the pilot.

COMMENT 30.

Please file the Production Services Agreement with Nick Nick, Inc. as an exhibit to the registration statement or tell us why you believe you are not required to do so.

Response:

We have filed the Production Services Agreement as an exhibit.

Nicolas Turturro, page 13

COMMENT 31.

Please revise to remove marketing language such as "explosive growth," "prolific," "sparked a wonderful on and off screen chemistry," and "a favorite among younger viewers."

Response:

We have revised the section Nicolas Turturro to remove marketing type language.

COMMENT 32.

Please revise to remove references to projects, talent, producers or characters that you are not directly involved with and will not generate revenues for you.

Response:

We have removed most references to projects we’re not directly involved in (one remains, with respect to Mr. Turturro’s acting history) and all references to talent, producers or characters we are not directly involved in and that will not generate revenues for us.

COMMENT 33.

Please revise to explain the degree to which Mr. Turturro's future participation with the company is bound by any agreement other than his share ownership of York Productions, LLC. Additionally please revise to clarify his role in any projects or operations other than The Doorman.

Response:

We have revised the section Nicolas Turturro to explain that Mr. Turturro is not obligated to provide any further services to the Company.

Investment Structure, page 13

COMMENT 34.

See the second sentence of the second paragraph. Please reconcile this disclosure with that in the financial statements that you acquired your 60% interest in York Productions, LLC for $75,000.

Response:

We have deleted the second sentence in the second paragraph of the section Investment Structure.

COMMENT 35.

Please file the operating agreement of York Productions, LLC as an exhibit to the registration statement or tell us why you believe you are not required to do so.

Response:

We have filed the operating agreement of York Productions, LLC as an exhibit to the amended registration statement.

Management's Discussion and Analysis

Results of Operations for Year Ended December 31, 2010 compared to the Year Ended December 31, 2009, page 15

COMMENT 36.

Expand the table of operating expenses to also include the significant expense of compensation. Please expand the narrative to explain the reasons for the specific reasons for the decrease in compensation and bad debts in fiscal year 2010 as compared to fiscal year 2009. Your response should also discuss the nature of the bad debts of $99,000 and the origination of the related receivables, as we note you have not generated any revenues since inception.

United States Securities and Exchange Commission

Justin Dobbie

December 29, 2011

Page 7

Response:

We expanded the table of operating expenses to also include the significant expense of compensation, expanded the narrative to explain the reasons for the decrease in compensation and bad debts in fiscal year 2010 as compared to fiscal year 2009, and discussed the nature of the bad debts of $99,000 and the origination of the related receivables.

Liquidity and Capital Resources, page 16

COMMENT 37.

Please update this table for the six months ended June 30, 2011 and 2010, along with including financial data for the year ended December 31, 2010 and 2009. In addition, the amount of net loss and cumulative net loss should represent the consolidated amounts, rather than the net loss attributable to you after the non- controlling interests. We will not object if you also elect to disclose the net loss attributable to you after non-controlling interests. Also expand the last paragraph to disclose, if true, that you currently do not have any third party financing available in the form of loans, advances, or commitments. Disclose whether or not your officers or any shareholders have made written or oral agreements to provide you with financing.

Response:

We have updated the referenced table for the nine months ended September 30, 2011 and 2010, and have included financial data for the year ended December 31, 2010 and 2009. In addition, we have revised the amount of net loss and cumulative net loss to represent the consolidated amounts, rather than the net loss attributable to us after the non-controlling interests. Also we have expanded the last paragraph to disclose that we currently do not have any third party financing available in the form of loans, advances, or commitments, and to disclose that our sole officer and shareholders have made no written or oral agreements to provide us with financing.

Directors, Executive Officers, Promoters and Control Persons, Page 17

COMMENT 38.

Please revise to clarify the business experience of each director for the past five years.

Response:

We have revised the section Directors, Executive Officers, Promoters and Control Persons to clarify the business experience of our sole director for the past five years.

COMMENT 39.

Please revise the second sentence of Mr. Leone's background discussion to state the name of his employer during that period.

Response:

Mr. Leone has resigned all positions held with the Company, and reference to him has been removed, as appropriate, from the amended registration statement.

Employment Agreements, page 18

COMMENT 40.

Please disclose the amount of compensation, including base salary and bonus, you have paid to each of your named executive officers to date in 2011. Please also revise your disclosure in the "Liquidity and Capital Resources" section on page 16 to address how you intend to meet your obligations under these employment agreements given your current financial condition and access to capital.

Response:

We have revised the section Employment Agreements to disclose the amount of compensation, including base salary and bonus, we have paid to, and accrued for, our sole named executive officer to date in 2011.  We have revised our disclosure in the section Liquidity and Capital Resources to clarify how we intend to meet our obligations given our current financial condition.

United States Securities and Exchange Commission

Justin Dobbie

December 29, 2011

Page 8

Certain Relationships and Related Transactions, page 19

COMMENT 41.

Please include disclosure regarding the note payable of $56,000 to your executive officers as required by Item 404(a) of Regulation S-K.

Response:

We have included disclosure regarding the $56,000 note payable in the section Certain Relationships and Related Transactions, as required by Item 404(a) of Regulation S-k.

Financial Statements

Interim Period Ended March 31, 2011  General

COMMENT 42.

The following comments, although related to the March 31, 2011 interim financial statements, should be reflected, where applicable in the June 30, 2011 interim financial statements to be included in the amended Registration Statement on Form S-1.

Response:

The amended Registration Statement contains September 30, 2011 interim financial statements, which interim financial statements reflect the comments and responses set forth below.

Notes to Interim Financial Statements

COMMENT 43.

Please include footnote disclosure that all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading, have been made. See Instruction 2 to Rule 8-03 of Regulation S-X.

Response:

We have included footnote disclosure that all adjustments that, in the opinion of management, are necessary in order to make the financial statements not misleading, have been made.

Note 3. Significant Accounting Policies, page F-6 Development Stage Company

COMMENT 44.

For greater clarity, please revise the first sentence to clarify the section is 915-10-20 rather than 810-10-20 of the FASB Accounting Standards Codification. This comment is also applicable to Note 3 to the audited financial statements.

Response:

We have revised the first sentence of each Note 3 to clarify the section is 915-10-20 rather than 810-10-20 of the FASB Accounting Standards Codification.

Note 4. Capitalized Pilot Costs, page F-8

COMMENT 45.

In the second paragraph, please revise the accounting literature reference to be FASB Codification Topic 926-20-35 rather than SOP 00-2. Please also reconcile the contributed $75,000 in capital to Nick Nick, Inc. with the $85,000 amount shown in Note 6, Related Party Transactions, on page F-9. Further, disclose the total capitalized costs reflected on your balance sheet that is attributable to your television pilot, The Doorman, and costs attributable to other screenplays or film rights acquired. Describe the completion or production status of your projects or acquired screenplays and rights. This comment is also applicable to Note 5 to the audited financial statements.

Response:

We have (i) in the second paragraph, revised the accounting literature reference to be FASB Codification Topic 926-20-35 rather than SOP 00-2;  and (ii) reconciled the figure for capital contributed to Nick Nick, Inc. from $75,000 to $85,000, which ties with the amount shown in Note 6, Related Party Transactions.  We have disclosed in the footnotes that the total capitalized costs reflected in our balance sheet are attributable solely to our television pilot, The Doorman, and that the production of said television pilot is complete.

United States Securities and Exchange Commission

Justin Dobbie

December 29, 2011

Page 9

Note 5. Stockholders' Equity (Deficit), page F-9

COMMENT 46.

For the issuances of the 6,260,000 and 208,500 common share transactions, please expand or clarify the description of each to disclose that transaction costs were $15,240 and $35,029 for net proceeds of $609,760 and $173,471, respectively. This comment is also applicable to Note 6 to the audited financial statements. In addition, please clarify on page F-9 whether 6,250,000 rather than 6,260,000 common shares were issued.

Response:

We have revised and expanded the description in the appropriate footnotes to clarify the transaction costs and net proceeds for the 6,260,000 and 208,500 common share issuance transactions.   Further, we have changed the figure 6,260,000 to 6,250,000, which was a typo.

Note 6. Related Party Transactions, page F-9

COMMENT 47.

Please expand the discussion of the production services agreement with Nick Nick, Inc. to explain if York Productions, LLC has contracted the production of the television series pilot, The Doorman, to Nick Nick, Inc. It is unclear as to your relationship with Nick Nick, Inc. and how you are accounting for the capital contributed to Nick Nick, Inc. in your financial statements. Please explain if these costs represent an equity investment in Nick Nick, Inc. or subcontracting costs incurred by you to produce The Doorman. Please advise in detail. This comment is also applicable to Note 7 to the audited financial statements. We may have further comment after review of your response.

Response:

We have expanded our disclosure under Note 6 to clarify that York Productions, LLC contracted the production of the television series pilot, The Doorman, to Nick Nick, Inc.  The $85,000 paid to Nick Nick, Inc., represented the fee for the production services rendered, and thus was not an equity investment.

Audited Year Ended December 31, 2010

Report of Independent Registered Public Accounting Firm, page F-10

COMMENT 48.

In the explanatory paragraph of going concern, please revise the reference to be Note 2 rather than Note 3.

Response:

We have revised the footnotes to the Audited Financial Statements for the Year Ended December 31, 2010.  In said revised footnotes, the reference to Note 3 is correct.

Consolidated Statements of Operations, page F-12

COMMENT 49.

Please delete the amount of net loss per share and weighted average number of common shares from the cumulative column labeled, For the Period from February 20, 2009, (Inception) Through December 31, 2010. The cumulative net loss per share data is not meaningful and should be deleted. Our comment applies to the cumulative column for the period from inception through March 31, 2011 as well.

Response:

We have deleted the amount of net loss per share and weighted average number of common shares from the cumulative column labeled, For the Period from February 20, 2009, (Inception) Through December 31, 2010, and also from the related column in our included interim financial statements.

United States Securities and Exchange Commission

Justin Dobbie

December 29, 2011

Page 10

Note 4. Option Agreement, page F-17

COMMENT 50.

In the first sentence, please clarify whether the option agreement was dated in April 2009 rather than April 2010, as we note you recorded a $90,000 deposit receivable as of December 31, 2009 in your balance sheet, which we assume pertains to the option agreement. If not, please advise. Please tell us if the $99,000 bad debts expense recorded in the December 31, 2009 financial statements is related to this deposit receivable, and if not, please explain the nature of the bad debts amount. Also, please supplementally tell us how and when you recorded (i) the $189,000 initial payment for the option agreement, (ii) the refunded amount of $99,000 from Mr. Christopher, and (iii) the write-off down to bad debts expense of the uncollected $90,000. Please provide us with the dates and journal entries in your response.

Response:

We have revised the first sentence to state that the option agreement was dated April 2009.

We have revised the footnote further to properly reflect that Jonathan Christopher, LLC repaid $90,000 of the $189,000 advanced, leaving an outstanding balance of $99,000, which outstanding balance was recorded as bad debt in 2009.

The journal entries associated with the foregoing are as follows:

April 2009	Dr Capitalized Pilot Costs	$	189,000
	Cr Cash	$	189,000
	To record payment for the option
December 31, 2009	Dr Deposit Receivable	$	90,000
	Dr Bad Debt Expense	$	189,000
	Cr Capitalized Pilot Costs	$	189,000
	To give effect to the non-exercise of the option and the recognition of the non-receipt of a full refund in 2010
July 2010	Cash	$	90,000
	Cr Deposit Receivable	$	90,000
	To give effect to the receipt of a partial refund

Age of Financial Statements

COMMENT 51.

Please continue to consider the financial statement updating requirements set forth in Rule 8-08 of Regulation S-X. In this regard, the Registration Statement on Form S-1 should be updated to include interim unaudited financial statements for the six months ended June 30, 2011 and 2010. Further, MD&A and other financial information in the filing should be updated for the applicable interim period.

Response:

We have updated the amended Registration Statement on Form S-1 to include interim unaudited financial statements for the nine months ended September 30, 2011 and 2010.  We have also updated the MD&A and other financial information for said interim period.

United States Securities and Exchange Commission

Justin Dobbie

December 29, 2011

Page 11

Accountants' Consent

COMMENT 52.

Amendments should contain a currently dated accountants' consent. Manually signed consents should be kept on file for five years. Reference is made to Rule 402 of Regulation C.

Response:

We have included a currently dated accountants’ consent in the amended Registration Statement on Form S-1.

COMMENT 53.

Please revise the first sentence to also reflect "We consent to the inclusion...and the related consolidated statements of operations, stockholders' equity and cash flows...."

Response:

We have revised the first sentence to reflect “We consent to the inclusion . . . and the related consolidated statements of operations, stockholders’ equity and cash flows . . . .”

We would appreciate the cooperation of Staff in working with us to address any future comments the Staff may have.  We welcome the opportunity to speak with Staff members directly in an effort to expedite any review.

Very truly yours,

Clint J. Gage

CJG/dcb

cc:

Alex Bafer, CEO, Brick Top Productions, Inc.