0001493152-16-012035.txt : 20160805 0001493152-16-012035.hdr.sgml : 20160805 20160805135029 ACCESSION NUMBER: 0001493152-16-012035 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160725 FILED AS OF DATE: 20160805 DATE AS OF CHANGE: 20160805 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CAROLCO PICTURES, INC. CENTRAL INDEX KEY: 0001484769 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MOTION PICTURE & VIDEO TAPE PRODUCTION [7812] IRS NUMBER: 264330545 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2200 NW CORPORATE BOULEVARD, STE. 303 CITY: BOCA RATON STATE: FL ZIP: 33431 BUSINESS PHONE: 5619624175 MAIL ADDRESS: STREET 1: 2200 NW CORPORATE BOULEVARD, STE. 303 CITY: BOCA RATON STATE: FL ZIP: 33431 FORMER COMPANY: FORMER CONFORMED NAME: Brick Top Productions, Inc. DATE OF NAME CHANGE: 20101129 FORMER COMPANY: FORMER CONFORMED NAME: York Entertainment, Inc. DATE OF NAME CHANGE: 20100222 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Bafer Alexander CENTRAL INDEX KEY: 0001641597 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55353 FILM NUMBER: 161810331 MAIL ADDRESS: STREET 1: C/O CAROLCO PICTURES, INC. STREET 2: 5550 GLADES RD., STE 550 CITY: BOCA RATON STATE: FL ZIP: 33431 3 1 form3.xml X0206 3 2016-07-25 0 0001484769 CAROLCO PICTURES, INC. CRCO 0001641597 Bafer Alexander C/O CAROLCO PICTURES, INC. 5550 GLADES RD., STE 500 BOCA RATON FL 33431 1 1 1 0 Chairman & CDO Common Stock 13890000 D Series C Preferred Stock Common Stock 25500000 I Brick Top Holdings, Inc. 13,890,000 shares of Common Stock, par value $0.0001 per share, owned directly by Reporting Person that are held in street name and certificated form. Pursuant to the terms of that certain Agreement for Chairman of the Board of Directors ("Chairman Agreement"), dated July 25, 2016, between the Issuer and Alexander Bafer (the Reporting Person), the Issuer issued to Mr. Bafer 510,000 shares of Series A Preferred Stock, which shares were immediately vested in consideration of the services to be rendered by Mr. Bafer under the Chairman Agreement. The Issuer issued 12,750,000 shares of Series C Preferred Stock, par value $0.0001 per share, to Brick Top Holdings, Inc. in exchange for 12,750,000 shares of Common Stock of Recall Studios, Inc. held by Brick Top Holdings, Inc. Each share of Series C Preferred Stock is convertible into two shares of Common Stock of Issuer provided that this option is not exercisable until there are sufficient shares of Common Stock authorized for the conversion of all of the Series C Preferred Stock. There is no exercise price/additional consideration for exercising the Series C Preferred Stock and there is no expiration date as to the right to convert the Series C Preferred Stock into Common Stock. Each share of Series C Preferred Stock has one vote per share on all matters submitted to a vote of our stockholders. Brick Top Holdings, Inc. is the direct beneficial owner of 12,750,000 shares of Series C Preferred Stock and 1,990,000 shares of Series A Preferred Stock. Alexander Bafer is the sole owner of Brick Top Holdings, Inc. and is, therefore, an indirect beneficial owner of 12,750,000 shares of Series C Preferred Stock and 1,990,000 shares of Series A Preferred Stock. The Issuer issued 1,990,000 shares of Series A Preferred Stock, par value $0.0001 per share, to Brick Top Holdings, Inc. in exchange for 748,334 shares of Class A Preferred Stock of Recall Studios, Inc. held by Brick Top Holdings, Inc. Series A Preferred Stock has 100-to-1 voting preference where every one share of Series A Preferred Stock is equivalent in votes to one hundred shares of Common Stock. Series A Preferred Stock are not convertible into Common Stock. /s/ Alexander Bafer 2016-08-04