10-12G

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1934

MIKE THE PIKE PRODUCTIONS INC.

(Exact name of registrant as specified in its charter)

WYOMING	47-2131970
(State or Other Jurisdiction of Incorporation)	(IRS Employer Identification Number)

9419 East San Salvador; Suite 105-B8 Scottsdale, AZ 85258

 (Address of principal executive offices, zip code)

310.986.2734

Registrant’s telephone number, including area code

Securities registered pursuant to Section 12(b) of the Exchange Act: None

Securities registered pursuant to Section 12(g) of the Exchange Act: Common Stock, $0.001 par value

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. (Check one):

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

TABLE OF CONTENTS

		Page
Item 1	Description of Business		4
Item 1A	Risk Factors		8
Item 2	Financial Information		13
Item 3	Properties		16
Item 4	Security Ownership of Certain Beneficial Owners and Management		16
Item 5	Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act		17
Item 6	Executive Compensation		17
Item 7	Certain Relationships and Related Transactions, and Director Independence		18
Item 8	Legal Proceedings		18
Item 9	Market Price of and Dividends on Registrant’s Common Equity and Related Stockholder Matters		18
Item 10	Recent Sales of Unregistered Securities		18
Item 11	Description of Registrant's Securities to be Registered		18
Item 12	Indemnification of Directors and Officers		19
Item 13	Financial Statements and Supplementary Data		19
Item 14	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		19
Item 15	Financial Statements and Exhibits		19

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FORWARD LOOKING STATEMENTS

This Form 10 contains forward-looking information. This document contains forward-looking statements. Any statements contained in this document that are not statements of historical fact may be deemed to be forward-looking statements. You can identify forward-looking statements as those that are not historical in nature, particularly those that use terminology such as “may”, “will”, “should”, “expects”, “anticipates”, “contemplates”, “estimates”, “believes”, “plans”, “projects”, “predicts”, “potential” or “continue” or the negative of these similar terms. In evaluating these forward-looking statements, you should consider various factors, including the following: (a) those risks and uncertainties related to general economic conditions, (b) whether we are able to manage our planned growth efficiently and operate profitably, (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations, and (d) whether we are able to successfully fulfill our primary requirements for cash. The Company’s actual results may differ significantly from the results projected in the forward-looking statements. The Company assumes no obligation to update forward-looking statements.

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FORM 10 INFORMATION

ITEM 1. BUSINESS

Overview

Our principal offices are located at 9419 East San Salvador; Suite 105-B8; Scottsdale, AZ  85258.  Our telephone number is 310.986.2734 and our official website is www.mtpprods.com.

History

MIKE THE PIKE PRODUCTIONS INC.   (the “Company”) operates as a media holdings company with an active focus in the entertainment industry,  including  motion picture/entertainment content development, production & distribution, graphic novels, and literary assets. Mike The Pike Productions Inc. has one wholly owned subsidiary and one limited partnership. Saint James Films, LLC (“SJF”) is a wholly owned subsidiary which is a genre/grindhouse cinema studio that develops, produces, and licenses genre films for worldwide markets. The company has produced and/or acquired seven feature films to date with two in pre-production currently. Features in the SJF library are currently generating nominal revenues. The Limited Partnership is Spokefish Entertainment which is a graphic novel partnership between Mike The Pike Productions Inc. and Spoke Lane Entertainment that publishes graphic novel assets toward sales and film rights/screen adaptions.

Mike The Pike Productions Inc., originated as a company called Reflexor Inc. This was a corporation, located in New York, New York and was formed on Oct 16, 1997. Reflexor, Inc.’s operations consisted of managing and distributing prepaid card products, specifically development of prepaid phone cards.  On August 15th, 2001, John Riddle resigned and Michael Paloma was appointed President & CEO. Paloma announced as Director in the Articles of Incorporation that the Company would be renamed Advanced Bodymetrics Corporation. Advanced Bodymetrics Corporation(TM) was a high technology company dedicated to developing products for monitoring vital functions of the human body and displaying such data via a wristwatch or simple arm monitor. Advanced Bodymetrics Corporation's research and development employed advanced, proprietary sensor technologies for health and fitness use. On January 24, 2002 Advanced Bodymetrics Corporation acquired ICM Telecommunications, Inc. Douglas Hamby was named President  & CEO of ICM Telecommunications Inc. ICM Telecommunications was a rapidly growing supplier of prepaid, stored value debit cards on a national and international basis through its partnership with Secure Financial Solutions.  ICM Telecommunications underwent a name change and was called eHoldings Technology Inc.  The name change reflects an expansion of the company's business plan to include global monitoring systems, in addition to its focus on debit cards and telecommunications applications. On December 26th 2007 Douglas Hamby Resigned and Kevin May was appointed as President and CEO of the Company which then changed its name toPine Ridge Holdings, Inc.  Pine Ridge Holdings was a property management/real estate development and technology development holding company. Pine Ridge Holdings had four operating businesses in its portfolio and was evaluating other management and/or acquisition opportunities in Indiana, Ohio, Michigan, Arizona, and North Carolina. On April 24th 2009 Kevin May resigned and concurrently appointed Mark B. Newbauer as CEO of the Company. May also transferred ownership of the Company’s controlling shares to Mark B. Newbauer. On August 5th, 2009, the name was changed from Pine Ridge Holdings, Inc. to Mike The Pike Productions, Inc. On October 5, 2010 a merger was formed with Mike The Pike Merger Sub, a business corporation organized under the laws of the State of Wyoming, to redomicile the company in Nevada and Mike The Pike Productions, Inc. survived the merger as a Wyoming Company.  

Business

Mike The Pike Productions Inc. is a Wyoming Corporation with headquarters in Scottsdale, Arizona. The Company’s primary operations include motion picture/entertainment content development, production & distribution, graphic novels, and literary assets. The Company chooses its endeavors carefully and projects are initiated when commercial prospects are reasonably assured and investment risk is mitigated. As well, management takes responsibility for personally evaluating content, budgets, historical data, current trends, branding and talent with a passion and focus for the creative process on everything we do.

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The company currently consists of:

●   Mike The Pike Productions Inc.: An independent studio that develops and produces entertainment content for worldwide markets. As well, the Company has a focus on identifying and securing literary assets toward adaptation to film/television/new media. 

●   Saint James Films: wholly owned subsidiary: A genre/grindhouse cinema studio that develops, produces and licenses highly entertaining genre films for worldwide markets. The company has produced and/or acquired 7 feature films to date. 

●   Spokefish Entertainment: A graphic novel partnership between Mike The Pike Productions Inc. and Spoke Lane Entertainment which publishes graphic novel assets toward sales and film rights/screen adaptations. The Company has a 50% interest in the partnership.

We are in the development stage and consequently the Company is subject to risks associated with development stage companies, including the need for additional financing; the uncertainty of the Company's technology and intellectual property resulting in successful commercial products or services as well as the marketing and customer acceptance of such products or services; competition from larger studios and dependence on strategic partnerships. To achieve successful operations, the Company will require additional capital to finance the acquisition of film and literary properties, development of new media properties, marketing and the creation and rendering of ‘third’ screen content (tablets, mobile phones, etc.)

Competition

Competition in the entertainment industry is staggering for a number of reasons. First and foremost, for a development stage company or any one studio/production company that is not an established studio, thousands of quality films and otherwise worldwide, are produced, but overshadowed by larger films given Legacy studios’ (Disney, Lionsgate, Warner Brothers, etc.) access to deep pocket financing inclusive of P&A (prints and advertising budgets). As well, the overall costs to produce and deliver a feature film have decreased dramatically. This means there are exponentially more films on the market each year, leading to increased supply and decreased demand, particularly in the independent film market.

As well, competition among entertainment delivery platforms has intensified as they continue to evolve. As Plunkett Research reports, smartphones are now used more and more for entertainment purposes, including games, videos and TV-like programming. Broadband to the home has matured into a true mass-market medium, while wireless broadband systems such as Wi-Fi are enhancing the mobility of entertainment and media access. A serious evolution of access and delivery methods will continue at a rapid-fire pace, and media companies will be forced to be more nimble than ever. Mobile TV is taking a large step forward thanks to new technologies and platforms that provide programming to cellphones, laptops and other mobile devices. The implications of these changes are staggering. The business models upon which most entertainment companies have traditionally run are becoming obsolete. Revenue from traditional advertising is in jeopardy while revenue from subscription-based business models is soaring. Online advertising is growing rapidly.

Forecasted Sales and Operations:

By December, 2014 "Mike The Pike Productions Inc. strives to achieve revenues in excess of $50,000.

​Our brand will have positioned itself toward becoming a competing "mini-major" studio and we will have formed strategic partnerships to ensure sustainable leveraged opportunities as well as increased brand awareness and credibility.  

· For EOY 2015 total sales are expected to exceed $500,000

· For EOY 2016 total sales are expected to exceed $1,000,000

· For EOY 2017 total sales are expected to exceed $2,500,000

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Mike The Pike Productions Inc., and/or its subsidiaries, partnerships, will also pursue the goals below:

· Understand customer habits​, competition and overall, the ever-evolving entertainment and new media​ industries​, toward becoming a successful, contending mini-major studio.

· ​Harvest an operating new media division including website(s) and/or channel(s) featuring both original and licensed content. The division will seek to acquire seed-stage or established new media channels or concepts to build its asset base and expand its overall market reach.

· ​Identify and acquire film/tv/new media rights to literary properties with the intent to develop projects independently and/or partner with larger companies/studios to leverage overall potential for financial return, wherever possible.

· ​Create a sustainable production flow in its subsidiary, Saint James Films, LLC, creating and/or acquiring up to 12 salable projects per year with the intention of building relationships with up and coming talent while building the company's title library toward additional worldwide licensing revenues.

· Develop revenue and profit goals for each business and make each accountable for specific revenue and profitability goals.

· Streamline business processes to operate economically. Reduce the overall expenditures.

· ​Produce, Executive Produce or otherwise significantly participate, financially and/or creatively as Mike The Pike Productions Inc. in motion pictures (film, television, new media) with worldwide distribution as follows, where possible: 1 motion picture endeavor in 2014, 2-3 motion picture endeavors in 2015 and at between 3-5 feature films.  Mike The Pike Productions Inc. may also exceed these projections if financing, partnerships or otherwise allow.

We are confident that our stated goals can be reached, based on the experience of our management team as well as our creative and professional alliances, all of which have extensive experience in the entertainment industry, particularly the world of feature films and television. Mike The Pike Productions Inc. has a track record for identifying strong prospects for financial return and has already secured positions in industry-relevant motion picture(s) and literary asset(s) with vested equity toward speculative returns. The company has weathered, to date, significant changes in and evolution of the entertainment industry as a whole, including increased supply, shift in viewing behavior and buying habits and a highly competitive distribution landscape. The company's projects have been prudently managed where such authority is designated​ and has been successful in securing an attractive projects base during the recent economic down turn ​toward sustainable long-term growth​.

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Future Acquisitions

Over the next twelve months, Mike The Pike Productions Inc. intends to option or acquire additional literary rights and to launch principal photography on one or more feature films, one or more new media channels and to monetize projects it currently has an active or passive stake in, including feature film, White Space, George R.R. Martin's The Skin Trade, The Saint James Films library and R.E.M., a graphic novel the Company is executive producing in a partnership with Spoke Lane Entertainment, with whom it is producing at least 2 additional books.  

We also intend to enter into negotiations with leading entertainment companies with similar objectives and technologies relating to the creation and exhibition of motion pictures, with the objective of exploring possible joint ventures and mergers to combine synergies and expertise in the ever-evolving industry. 

INDUSTRY OVERVIEW

Mike The Pike Productions Inc. aims to foster continued success in an industry which provides inspiration, awareness, entertainment and multiple streams of revenue.

Global Motion Picture & Movie Industry

The global motion picture and entertainment industry is expected to reach close to $87 billion, according to Marketline. Market growth is forecast to slow to a yearly rate of -0.3% through 2015, to under $86 billion. Box office sales represent the leading market segment, generating close to $32 billion, or over 36% of the overall market in terms of value.

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Theatrical motion pictures involve the production, distribution and exhibition of movies. The industry is competitive, with various players from major studios and national exhibition chains as well as independent production companies, distributors and art houses. The motion picture market refers not only to the theatrical sector but also to other sectors like home video, video games, pay television, merchandising and network television.

Cited from: http://www.reportlinker.com/ci02089/Motion-Pictures-and-Movie.html

Key Market Segments

Filmed entertainment revenue will surpass US$100bn in 2017 as emerging markets drive growth. Globally, filmed entertainment revenue will rise at a CAGR of 4.5% from US$88.3bn in 2013 to US$110.1bn in 2018, passing US$100bn in 2017. While some of this expansion will be driven by growing demand in emerging markets, notably China, mature markets such as the US, the UK and Japan will also continue to grow.

OTT/streaming services will deliver the fastest rates of growth. OTT/streaming will see the fastest rates of growth (28.1% CAGR), rising from US$6.6bn globally in 2013 to US$22.7bn by 2018, and will exceed revenue from physical sell-through by 2018.

Though Hollywood films will still dominate, the distribution of video content will continue to evolve. In the next five years, while big-budget Hollywood movies will still appear first in a cinema, release windows elsewhere will continue to contract and evolve. As new players enter the market and new platforms grow in popularity, traditional distribution models will be disrupted.

The US market for TV subscriptions and license fees was estimated to be worth almost $74.4 billion last year, and is predicted to reach $83 billion by 2017. Number of households are to reach 108 million households by 2018.

TV advertising spending is projected to grow from $63.8 billion last year to $66.8 billion this year and $81.6 billion in 2017.
TV is the largest advertising medium in the US, accounting for 38% of total advertising revenues last year. Terrestrial broadcasting remains the domain of the big 4 networks (ABC, CBS, NBC, and Fox), but the multichannel sector (led by TBS, Discovery, and USA Network) represented 35% of TV advertising revenues last year.

Global consumer books revenue grew in 2013 after years of decline, as the increase in e-books revenue surpassed the fall in print. Global consumer books revenue will increase at a CAGR of 0.9% to US$64.9bn in 2018.

 The global online movie market is expected to reach almost $4.45 billion by 2017, according to research from GIA. Moving forward, market growth will be fuelled by broadband internet, increasing rentals and 3D movies. The number of movies available online is growing steadily, along with the online movie consumer base. With outfits such as Netflix and Apple facilitating movie downloads and viewing, consumers are quick to choose movies to rent or buy for home viewing. With movie theater outings becoming an increasingly expensive option, consumers are moving towards the trend of movie viewing at home, especially in the context of the economic recession.

The global online movie ticketing services industry is expected to reach almost $14 billion by 2017, according to research from GIA. Factors fuelling the market include the popularity of digital 3D screens. In 2010, global movie ticket sales reached $32 billion, representing more than a $2 billion increase in two years. Online movie booking is made easier by theaters detailing available seats, as done by sites like Moviefone and Fandango. The market has also benefited from broadband internet penetration, and the popularity of mobile devices, which mean consumers have easy access constantly. 

Key Market Segments data Cited from: http://www.reportlinker.com/ci02089/Motion-Pictures-and-Movie.html

Regional Markets

The US movie and entertainment industry is expected to grow at a yearly rate of around -4% between 2010 and 2015, according to research from Marketline. This would bring the market to over $24 billion by the close of 2015. Video sales represent the leading market segment, generating close to $12 billion, or 40% of the overall market.

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Industry Leaders

MPAA member studios such as Paramount, 20th Century Fox, Warner Bros., Sony, Universal and Disney continue to dominate the industry. Leading players operating in the global motion pictures industry include companies offering movies online, such as Rovi, Sony, Walmart, Amazon, Computer Entertainment, Microsoft, Apple and Netflix. Companies in the online movie tickets market include Cinemark, CineStar, Inox Leisure, Fandango, KyaZoonga, MovieFone, Cineplex Entertainment, MovieTickets.com, BookMyShow and BIG Cinemas.

Cited from: http://www.reportlinker.com/ci02089/Motion-Pictures-and-Movie.html 

Market Outlook

The global movie industry continues to see huge growth, fuelled by the popularity of films, rising consumer income and technological developments. In 2016, the market is expected to reach a worth of just over two trillion U.S. dollars. In 2015, the entertainment and media market in the United States is expected to be worth over $589 billion U.S. dollars.

Cited from http://www.statista.com/statistics/237749/value-of-the-global-entertainment-and-media-market/

The production and distribution of film and television is facilitated by developments in technology, with digital technology in particular revolutionizing the industry. As digital technology allows distribution to take place through fiber-optic cable or satellites, the future of movie theaters will be increasingly hassle free, perhaps one day breaking away completely from physical film, cutting the transport costs associated with metal film canisters.

ITEM 1A.  RISK FACTORS.

Risk Factors Related to Operations

Investment in the film industry is highly speculative and inherently risky. There can be no assurance of the economic success of any motion picture since the revenues derived from the production and distribution of a motion picture depend primarily upon its acceptance by the public, which cannot be predicted. The commercial success of a motion picture also depends upon the quality and acceptance of other competing films released into the marketplace at or near the same time, general economic factors, and other tangible and intangible factors, all of which can change and cannot be predicted with certainty.

The entertainment industry in general, and the motion picture industry in particular, are continuing to undergo significant changes, primarily due to technological developments. Although these developments have resulted in the availability of alternative and competing forms of leisure time entertainment, such technological developments have also resulted in the creation of additional revenue sources through licensing of rights to such new media, and potentially could lead to future reductions in the costs of producing and distributing motion pictures. In addition, the theatrical success of a motion picture remains a crucial factor in generating revenues in other media such as videocassettes and television. Due to the rapid growth of technology, shifting consumer tastes, and the popularity and availability of other forms of entertainment, it is impossible to predict the overall effect these factors will have on the potential revenue from and profitability of feature-length motion pictures.

The Company’s success will depend partly upon the ability of management to produce content of exceptional quality at a lower cost, which can compete in appeal with higher-budgeted films of the same genre. In order to minimize this risk, management plans to participate as much as possible throughout the process and will aim to mitigate financial risks where possible. Fulfilling this goal depends on the timing of investor financing, the ability to obtain distribution contracts with satisfactory terms, and the continued participation of the current management.

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The Company’s focus is in Film, Television and New Media projects, including Literary Assets in the form of film/series rights.  Direct ownership in the Motion Picture industry includes many risks including: declines in demand vs. supply of Film Production, reduction or elimination of tax incentives in certain locales, economic downfall of one or more major purchasing territories, audience/buyer unpredictability, inability to collect on receivables, etc..  An economic downturn could have a material adverse effect on the Film Production markets, which in turn could result in the Company not achieving its investment objectives.

Film/Television/New Media investments are subject to varying degrees of risk. The yields available from investments in Film Production depend on the amount of income and capital appreciation generated by the related projects. Income and Film Production returns may also be adversely affected by such factors as applicable laws, distributor/sales agent efficacy and the availability of tax incentives in filming locales.

Filmed Entertainment Development Risks.The Company will engage in Film, Television & New Media Production development, including investment in literary assets.  As a result, the Company will be subject to the risks normally associated with motion picture industry activities.  Such risks include, without limitation, risks relating to the availability of cast and crew, the cost and timely completion of film, television & new media projects and the availability of pre-sales, tax incentives and institutional financing on favorable terms.  These risks could result in substantial unanticipated delays or expenses and, under certain circumstances, could prevent completion of development activities once undertaken, any of which could have an adverse effect on the financial condition and results of operations of the Company.

Uninsured Losses.  Although the Company intends to arrange for or verify the existence of the appropriate insurance coverage for each project in which it holds an interest, including a completion bond on any film budgeted over $1m, there are certain types of losses (generally of a catastrophic nature, such as wars, terrorism, earthquakes and floods) that are either uninsurable or not economically insurable. Should any such uninsured risk occur or cause the destruction or damage of any project, including the ability to finish said project or should a hazard insured against occur where the loss is in excess of insurance limits or should the insurance company be unable to pay the claim, both invested capital and potential profits could be lost.

No Assurance of Receivables or Cash Distributions.  There is no assurance that Film, Television & New Media Production investment will appreciate in value, maintain their present values, or be sold at a profit. The marketability and value of the projects will depend upon many factors beyond the control of the Company. There is no assurance that there will be a ready market for these properties, since investments in real property are generally illiquid, nor is there any assurance that sufficient cash will be generated from operations.

Limited Number of Projects.  It is expected that the Company will invest in or manage a limited number of productions.  A consequence of a limited number of projects is that the aggregate returns realized by the Company may be substantially adversely affected by the unfavorable performance of a small number of such investments.

Availability and Ability to Acquire Suitable Investments.  The identification of attractive partnerships, projects or investments is difficult and involves a high degree of uncertainty. While the Company believes that many attractive investments of the type in which the Company may partake are currently available, there can be no assurance that such investments will be available when the Company agrees to act on said investments, or that available investments will meet the Company’s investment criteria.  Although the Company believes it can successfully execute the strategy of the Company there is no assurance that the Company will be able to find suitable investments or, if found, that the Company will be able to generate superior returns.

Illiquid Investments.  The Company’s projects are long-term investments which are primarily illiquid. Company may invest in assets for which no liquid market exists or that are subject to legal or other restrictions of transfer.  The Company may not be able to sell assets when it desires to do so or to realize what it perceives to be their fair value in the event of a sale.

No Return for a Period of Years.  Even if the Company’s endeavors or investments prove successful, they may not produce a realized return for a period of years.

Lack of Diversification.  The Company is not subject to any restrictions with respect to investments in any particular industry, geography or type of investment.  The Company may have a non-diversified portfolio of operations and may have large amounts of Company assets invested in a small number of investments. Unlike most of the major studios, which are part of large diversified corporate groups with a variety of other operations, we currently depend primarily on the success of our feature films and other properties. For example, unlike us, many of the major studios are part of corporate groups that include television networks and cable channels that can provide stable sources of earnings and cash flows that offset fluctuations in the financial performance of their feature films. Our lack of a diversified business model could adversely affect us if our feature films or other properties fail to perform to our expectations.

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The Company may be unable to manage its future growth. If the company cannot successfully manage the growth, the company may run out of money and fail.

Any extraordinary growth may place a significant strain on management, finance, operating and technical resources. Failure to manage this growth effectively could have a materially adverse effect on the Company's financial condition or the results of its operations.

As our business grows, we will need to attract additional managerial employees, which we might not be able to do.

We have only two officers and directors. In order to grow and implement our business plan, we would need to add managerial talent in sales, technical, and finance to support our business plan.  There is no guarantee that we will be successful in adding such managerial talent.

The Company may retain independent contractors or consultants due to capital constraints to help grow the business. If these resources do not perform, the Company may have to cease operations and you may lose your investment.

The Company's management may decide due to economic reasons to retain independent contractors to provide services to the Company. Those independent individuals have no fiduciary duty to the shareholders of the Company and may not perform as expected.

Risk Factors Related to Our Common Stock and Market Liquidity

There is no public market for our securities and an active trading market may not develop.

We cannot predict the extent to which this filing will lead to the development of an active trading market on the OTC Bulletin Board or otherwise or how liquid that market might become. An active public market for our Common Stock may not develop or be sustained.. If an active public market does not develop or is not sustained, it may be difficult for our current shareholders to sell their shares of Common Stock at a price that is attractive to them, or at all.

Our stock price may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares and the price of our common stock may fluctuate significantly.

Once our shares begin trading, the market price for our common stock is likely to be volatile, in part because trading of  our shares was halted by the SEC and FINRA. In addition, the market price of our common stock may fluctuate significantly in response to a number of factors, most of which we cannot control, including:

•           changes in general economic or market conditions or trends in our industry or the economy as a whole and, in particular, in the nutraceutical industry;

•           changes in key personnel;

•           entry into new geographic markets;

•           actions and announcements by us or our competitors or significant acquisitions, divestitures, strategic partnerships, joint ventures or capital commitments;

•           investors’ perceptions of our prospects and the prospects of the entertainment industry;

•           fluctuations in quarterly operating results, as well as differences between our actual financial and operating results and those expected by investors;

•           the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC;

•           announcements relating to litigation;

•           financial guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance;

•           changes in financial estimates or ratings by any securities analysts who follow our common stock, our failure to meet these estimates or failure of those analysts to initiate or maintain coverage of our common stock;

•           the development and sustainability of an active trading market for our common stock;

•           future sales of our common stock by our officers, directors and significant stockholders; and

•           changes in accounting principles affecting our financial reporting.

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These and other factors may lower the market price of our common stock, regardless of our actual operating performance. As a result, our common stock may trade at prices significantly below historic prices.

The stock markets and trading facilities, including the OTC Bulletin Board, have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many e-cigarette companies. In the past, stockholders of some companies have instituted securities class action litigation following periods of market volatility. If we were involved in securities litigation, we could incur substantial costs and our resources and the attention of management could be diverted from our business.

The Company may issue more shares in connection with future mergers or acquisitions, which could result in substantial dilution to existing shareholders.

Our Certificate of Incorporation authorizes the issuance of 2,249,000,000 shares of common stock. Any future merger or acquisition effected by us may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then-current stockholders. Moreover, the common stock issued in any such merger or acquisition transaction may be valued on an arbitrary or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock or preferred stock are issued in connection with a future business combination or otherwise, dilution to the interests of our stockholders will occur, and the rights of the holders of common stock could be materially and adversely affected.

We cannot assure you that the common stock will become liquid or that it will be listed on a securities exchange.

We cannot assure you that we will be able to meet the initial listing standards of any stock exchange, or that we will be able to maintain any such listing. Until the common stock is listed on an exchange, we expect that it would be eligible to be quoted on the OTC Bulletin Board, the OTC Markets (including OTCQB and OTCQX), another over-the-counter quotation system, or in the “pink sheets.” In those venues, however, an investor may find it difficult to obtain accurate quotations as to the market value of the common stock. In addition, if we failed to meet the criteria set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling the common stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital.

Even if publicly-traded in the future, our common stock may be subject to “Penny Stock” restrictions.

If our common stock becomes publicly-traded and our stock price remains at less than $5, we will be subject to so-called penny stock rules which could decrease our stock's market liquidity. The Securities and Exchange Commission has adopted regulations which define a "penny stock" to include any equity security that has a market price of less than $5 per share or an exercise price of less than $5 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require the delivery to and execution by the retail customer of a disclosure statement written suitability relating to the penny stock, which must include disclosure of the commissions payable to both the broker/dealer and the registered representative and current quotations for the securities. Finally, the broker/dealer must send monthly statements disclosing recent price information for the penny stocks held in the account and information on the limited market in penny stocks. Those requirements could adversely affect the market liquidity of such stock. There can be no assurance that if our common stock becomes publicly-traded the price will rise above $5 per share so as to avoid these regulations.

There may be deficiencies with our internal controls that require improvements, and we will be exposed to potential risks from legislation requiring companies to evaluate controls under Section 404 of the Sarbanes-Oxley Act of 2002.

It may be time consuming, difficult and costly for us to develop and implement the additional internal controls, processes and reporting procedures required by the Sarbanes-Oxley Act. Currently, as a small company, we maintain our internal controls through a segregation of duties between our executive officers.  Although one member of our Board of Directors has limited experience as officers of publicly-traded companies, much of that experience came prior to the adoption of the Sarbanes-Oxley Act of 2002. Additionally, the Company’s officers and directors do not have experience in management of a publicly reporting company. This may be inadequate to have internal controls as we will rely heavily on direct management oversight of transactions, along with the use of external legal and accounting professionals.   We may need to hire additional financial reporting, internal auditing and other finance staff in order to develop and implement appropriate additional internal controls, processes and reporting procedures.

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If we fail to comply in a timely manner with the requirements of Section 404 of the Sarbanes-Oxley Act regarding internal control over financial reporting or to remedy any material weaknesses in our internal controls that we may identify, such failure could result in material misstatements in our financial statements, cause investors to lose confidence in our reported financial information and have a negative effect on the trading price of our common stock.

Pursuant to Section 404 of the Sarbanes-Oxley Act and current SEC regulations, we are required to prepare assessments regarding internal controls over financial reporting and, furnish a report by our management on our internal control over financial reporting. We have begun the process of documenting and testing our internal control procedures in order to satisfy these requirements, which is likely to result in increased general and administrative expenses and may shift management time and attention from revenue-generating activities to compliance activities. While our management is expending significant resources in an effort to complete this important project, there can be no assurance that we will be able to achieve our objective on a timely basis. Failure to achieve and maintain an effective internal control environment or complete our Section 404 certifications could have a material adverse effect on our stock price.

In addition, in connection with our on-going assessment of the effectiveness of our internal control over financial reporting, we may discover “material weaknesses” in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The PCAOB defines “significant deficiency” as a deficiency that results in more than a remote likelihood that a misstatement of the financial statements that is more than inconsequential will not be prevented or detected.

In the event that a material weakness is identified, we will employ qualified personnel and adopt and implement policies and procedures to address any material weaknesses that we identify. However, the process of designing and implementing effective internal controls is a continuous effort that requires us to anticipate and react to changes in our business and the economic and regulatory environments and to expend significant resources to maintain a system of internal controls that is adequate to satisfy our reporting obligations as a public company. We cannot assure you that the measures we will take will remediate any material weaknesses that we may identify or that we will implement and maintain adequate controls over our financial process and reporting in the future.

Any failure to complete our assessment of our internal control over financial reporting, to remediate any material weaknesses that we may identify or to implement new or improved controls, or difficulties encountered in their implementation, could harm our operating results, cause us to fail to meet our reporting obligations or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of the periodic management evaluations of our internal controls and, in the case of a failure to remediate any material weaknesses that we may identify, would adversely affect the annual auditor attestation reports regarding the effectiveness of our internal control over financial reporting that are required under Section 404 of the Sarbanes-Oxley Act. Inadequate internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common stock.

Reporting requirements may utilize a substantial portion of our cash and reduce the period of time we can survive on our available cash reserves prior to generating significant revenue.

We will incur ongoing costs and expenses for SEC reporting and compliance. Management anticipates that within 3 months of the date of the distribution, an application will be filed with FINRA for the public trading of our common stock on the OTC Bulletin Board or the OTC Markets, but there is no assurance that the Company's common stock will be quoted on the OTC Bulletin Board or the OTC Markets or any other exchange or trading facility To be eligible for quotation on the OTCQB or OTCBB, issuers must remain current in their filings with the SEC.  Market Makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement.  Securities already quoted on the OTCQB that become delinquent in their required filings will be removed following a 30 day grace period if they do not make their required filing during that time. In order for us to remain in compliance we will require future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources. We estimate that our costs we expect to incur as a public company will be $40,000 for the twelve months following the effective date of this registration statement. Without increased revenues or financing, we may be unable to absorb such costs, resulting in inability to timely file reports and consequently result in our stock being traded on the “pink sheets,” which, in turn, will adversely affect any active trading market for our common stock and limit how liquid that market may be.

- 12 -

ITEM 2. FINANCIAL INFORMATION

Consolidated Financial Statements

December 31, 2013 and 2012

Table of Contents	Page
Financial Statements:
Report of Independent Registered Accounting Firm	F - 1
Consolidated Balance Sheets at December 31, 2013 and December 31, 2012	F - 2
Consolidated Statements of Operations for the Years Ended December 31, 2013 and  December 31, 2012	F - 3
Consolidated Statements of Cash Flows for the Years Ended December 31, 2013 and December 31, 2012	F - 4
Consolidated Statements of Changes in Stockholder's Deficit for the Years Ended December 31, 2013 and December 31, 2012	F - 5
Notes to Consolidated Financial Statements	F-6 to F-12

- 13 -

2451 N. McMullen Booth Road Suite.308 Clearwater, FL 33759 Toll fee: 855.334.0934 Fax: 800.581.1908

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Shareholders

Mike the Pike Productions, Inc.

We have audited the accompanying consolidated balance sheets of Mike the Pike Productions, Inc. as of December 31, 2013 and 2012, and the related consolidated statements of operations, stockholders’ deficiency, and cash flows for the years then ended.  These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.

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 audits to obtain reasonable assurance about whether the 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 audits 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 financial statements, 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 financial statements referred to above present fairly, in all material respects, the financial position of Mike the Pike Productions, Inc. as of December 31, 2013 and 2012, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As shown in the accompanying financial statements, the Company has significant net losses and cash flow deficiencies.  Those conditions raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans regarding those matters are described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/  DKM Certified Public Accountants                             

      DKM Certified Public Accountants

Clearwater, Florida

October 17, 2014

PCAOB Registered

AICPA Member

F - 1

Mike The Pike Productions, Inc.

CONSOLIDATED BALANCE SHEETS

December 31, 2013 and 2012

	2013			2012
ASSETS
Current Assets
Cash	$	2,595		$	-
Total Current Assets		2,595			-
Fixed Assets
Furniture and equipment net of depreciation		720			1,080
Other Assets
Intangible asset, net of amortization (Note 4)		374,166			403,499
Investment in Partnership (Note 10)		42,083			41,395
Total Other Assets		416,249			444,894
TOTAL ASSETS	$	419,564		$	445,974
LIABILITIES AND STOCKHOLDERS’ EQUTIY (DEFICIT)
LIABILITIES
Current Liabilities
Cash Overdraft	$	-		$	295
Accrued Taxes Payable		9,404			9,404
Accrued Interest Payable		233,528			147,579
Accrued Salaries ( Note 5)		60,000			-
Due to related party (Note 9)		87,052			86,364
Notes Payable (Note 6)		793,435			778,285
Derivative Liability		700,276			662,324
Total Current Liabilities		1,883,695			1,684,251
TOTAL LIABILITIES		1,883,695			1,684,251
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred Stock, $.001par value 100,000,000      Authorized 2,378,999 Issued and Outstanding at December 31, 2013 and December 31, 2012.		2,378			2,378
Common Stock, $.001 par value 2,249,000,000       Authorized 2,146,000,000 Issued and Outstanding at December 31, 2013 and December 31, 2012.		2,146,000			2,146,000
Additional paid-in-capital		(933,058	)		(939,058	)
Accumulated Deficit		(2,679,451	)		(2,447,597	)
Total Stockholders’ Equity (Deficit)		(1,464,131	)		(1,238,277	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	419,564		$	445,974

The accompanying notes are an integral part of these financial statements.

F - 2

Mike The Pike Productions, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

For The Years Ended December 31, 2013 and 2012

	2013			2012
REVENUES:	$	40,011		$	19,475
Total Revenues		40,011			19,475
OPERATING EXPENSES:
General and Administrative:
Amortization and depreciation		29,693			29,693
Salaries		60,000			143.621
Development Costs		32,352			44,579
Professional Fees		27,975			5,100
Other General and administrative expense		7,792			195,266
Total Operating Expenses		157,812			418,259
Net operating loss		(117,801	)		(398,784	)
OTHER INCOME (EXPENSE)
Finance and interest fees		(85,951	)		(94,163	)
Loan Discounts		(26,265	)		(59,742	)
Change in derivative liability		(1,837	)		-
Other Income		-			382
NET INCOME (LOSS)	$	(231,854	)	$	(552,307	)
Basic and Diluted Loss per Common Share	$	(0.00	)		(0.00	)
Weighted Average Number of Common Shares Outstanding		2,146,000,000			2,305,048,288

The accompanying notes are an integral part of these financial statements.

F - 3

Mike The Pike Productions, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For The Years Ended December 31, 2013 and 2012

	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(231,854	)	$	(552,307	)
Adjustments to reconcile net loss to net cash provided
By operating activities:
Preferred stock compensation		-			113,284
Issuance of common stock for services		-			100,000
Issuance of note payable for consulting fees		25,000			7,500
Amortization		29,333			29,333
Depreciation		360			360
Capital contribution of rent		6,000			6,000
Capital contribution of salary to equity		-			25,000
Discounts on potential loan conversions		26,265			59,742
Change in derivative liability		1,837			-
Changes in operating assets and Liabilities:
Increase/ (decrease) in cash overdraft		(295	)		295
Increase/ (decrease) in taxes payable		-			9,169
Increase/ (decrease) in accounts payable		-			(6,500	)
Increase/ (decrease) in accrued salaries		60,000			-
Increase/ (decrease) in accrued interest payable		85,949			94,165
Net cash used in operating activities		2,595			(113,959	)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments to partnership		(688	)		(17,546	)
Net cash provided by (used in) investing activities		(688	)		(17,546	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds  from loans from stockholder		688			71,115
Proceeds  from common stock sales		-			38,000
Net cash provided by (used in) financing activities		688			109,115
Net increase (decrease) in cash and cash equivalents		2,595			(22.390	)
Cash and cash equivalents - beginning of period		-			22,390
Cash and cash equivalents - end of period	$	2,595		$	-
Interest Paid		-			-
Income Taxes Paid		-			-
NON CASH INVESTING AND FINANCING ACTIVITIES:
Conversion of Debt as contribution of capital		-		$	727,911
Issuance stock issuable from 2011		-		$	22,500
Assumption of debt by Stockholder		-		$	144,715
Issuance of stock and loan for intangible asset		-		$	225,000
Issuance of stock for loan		-		$	38,250
Capital contribution of salary		-		$	190,000

The accompanying notes are an integral part of these financial statements.

F - 4

Mike The Pike Productions, Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

For Years Ended December 31, 2013 and 2012

	Preferred Shares				Common Stock						Issuable			Additional Paid-In			Accummulated			Total Stockholders'
	Shares		Value		Shares			Amount			Stock			Capital			Deficit			Equity
Balance - December 31, 2011		2,015,715	$	2,015		2,081,127,791		$	2,081,127		$	22,500		$	(2,379,482	)	$	(1,895,290	)	$	(2,169,130	)
Issuance of Preferred shares for Consulting Agreement		113,284		113											113,171						113,284
Issuance of restricted shares for Promissory notes						55,555,556			55,556						(50,556	)					5,000
Issuance of shares for purchase of St James Films		250,000		250											124,750						125,000
Cancellation of debt as contribution of capital															727,911						727,911
Contribution of Rent															6,000						6,000
Contribution of Accrued Salary															190,000						190,000
Return of Shares						(1,092,683,347	)		(1,092,683	)					1,092,683
Issuance of common stock for services						97,000,000			97,000						3,000						100,000
Issuance of shares for cash						275,000,000			275,000						(242,000	)					33,000
Issuance of shares for cash in prior years						165,000,000			165,000			(22,500	)		(142,500	)
Issuance of restricted shares for Promissory Notes						565,000,000			565,000						(526,750	)					38,250
Assumption of Debt and accrued interest by Stockholder															144,715						144,715
Net Loss December 31, 2012																		(552,307	)		(552,307	)
Balance December 31, 2012		2,378,999	$	2,378		2,146,000,000		$	2,146,000			-		$	(939,058	)	$	(2,447,597	)	$	(1,238,277	)
Contribution of Rent															6,000						6,000
Net Loss December 31, 2013																		(231,854	)		(231,854	)
Balance - December 31, 2013		2,378,999	$	2,378		2,146,000,000		$	2,146,000					$	(933,058	)	$	(2,679,451	)	$	(1,464,131	)

The accompanying notes are an integral part of these financial statements.

F - 5

Mike The Pike Productions, Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2013 and 2012

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

A. ORGANIZATION AND OPERATIONS

Mike The Pike Productions, Inc. (the “Company”) is the successor entity to the business of Pine Ridge Holdings Inc. a corporation formed in Nevada in 2001.

Prior to August, 2009 the Company was a Nevada corporation named Pine Ridge Holdings, Inc. engaged in the business of providing energy generation products.  On April 24th 2009 Kevin May resigned and transferred ownership of shares to Mark B. Newbauer who was appointed President and CEO.  On August 5th, 2009, the name was changed from Pine Ridge Holdings, Inc. to Mike The Pike Productions, Inc.

On December 6, 2009, the Company acquired all of the assets of Mike The Pike Productions, Inc. of Wyoming in exchange for 10,000,000 restricted shares of common stock.  Concurrently with the Acquisition, the management of the Wyoming Corporation took control of the Board of Directors of the Company and the assets of the Company related to the energy business were spun-off to entity controlled by the previous management of the Company.  On October 5, 2010 a merger was formed to re-domicile the company in Wyoming and Mike The Pike Productions, Inc. survived the merger as a Wyoming Company.  

B. PRINCIPALS OF CONSOLIDATION

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries St. James Films LLC incorporated in the state of Nevada and ServeNation, Inc. (inactive) and 50% interest in Spokefish Publishing, LLP. All material inter-company balances and transactions were eliminated upon consolidation.

C. BASIS OF ACCOUNTING

The Company utilizes the accrual method of accounting, whereby revenue is recognized when earned and expenses when incurred.  The financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information.  As such, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included and these adjustments are of a normal recurring nature.

D. USE OF ESTIMATES

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 disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

E. CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand; cash in banks and any highly liquid investments with maturity of three months or less at the time of purchase. The Company maintains cash and cash equivalent balances at several financial institutions, which are insured by the Federal Deposit Insurance Corporation up to $250,000.

F - 6

F. COMPUTATION OF EARNINGS PER SHARE

Net income per share is computed by dividing the net income by the weighted average number of common shares outstanding during the period.   Due to the net loss, the options and stock conversion of debt are not used in the calculation of earnings per share because the stock conversions and options are considered to be antidilutive.

G. INCOME TAXES

The Company accounts for income taxes under the asset and 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 basis 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.

The Company’s management has reviewed the Company’s tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore the implementation of this standard has not had a material effect on the Company.

H. REVENUE RECOGNITION

Revenue for license fees is recognized upon the execution and closing of the contract for the amount of the contract. Contract fees are generally due based upon various progress milestones. Revenue from contract payments are estimated and accrued as earned. Any adjustments between actual contract payments and estimates are made to current operations in the period they are determined.

I. FAIR VALUE MEASUREMENT

The Company determines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amounts reported in the balance sheet for cash, accounts receivable, inventory, accounts payable and accrued expenses, and loans payable approximate their fair market value based on the short-term maturity of these instruments.

Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability.  US GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The established fair value hierarchy prioritizes the use of inputs used in valuation methodologies into the following three levels:

·   Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available.

·   Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

·   Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method.

J. STOCK-BASED COMPENSATION

The Company measures and recognizes compensation expense for all share-based payment awards made to employees, consultants and directors including employee stock options based on estimated fair values.  Stock-based compensation expense recognized for the years ended December 31, 2013 and 2012 was $0 and $213,284 respectively.  Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that vest during the period.

Share-based compensation expense recognized in the Company’s consolidated statement of operations for the years ended December 31, 2012 included compensation expense for share-based payment awards granted in December 31, 2012.

F - 7

K. SALES AND ADVERTISING

The costs of sales and advertising are expensed as incurred.  Sales and advertising expense was $0 and $0 for the years ended December 31, 2013 and 2012, respectively.

L. NEW ACCOUNTING PRONOUNCEMENTS

The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to December31, 2013 through the date these financial statements were issued.

M. FURNITURE AND EQUIPMENT

Furniture and equipment are recorded at costs and consists of furniture and fixtures, computers and office equipment. We compute depreciation using the straight-line method over the estimated useful lives of the assets.  Expenditures for major betterments and additions are charged to the property accounts, while replacements, maintenance, and repairs that do not improve or extend the lives of the respective assets are charged to expense.  

N. INTELLECTUAL PROPERTY

Intangible assets (intellectual property) are recorded at cost and are amortized over the estimated useful life of the asset.  Management evaluates the fair market value to determine if the asset should be impaired at the end of each year.

O. IMPAIRMENT OF LONG-LIVED ASSETS

The Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable.  Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.

Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances.

An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

NOTE 2 - GOING CONCERN AND LIQUIDITY CONSIDERATIONS

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  At December 31, 2013, the Company had a loss from operations, for the year ended, of $231,854, an accumulated deficit of $2,679,451 and negative working capital of $1,857,233 The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.

F - 8

The Company depends upon capital to be derived from future financing activities such as subsequent offerings of its common stock or debt financing in order to operate and grow the business.  There can be no assurance that the Company will be successful in raising such capital.  The key factors that are not within the Company's control and that may have a direct bearing on operating results include, but are not limited to, acceptance of the Company's business plan, the ability to raise capital in the future, the ability to expand its customer base, and the ability to hire key employees to provide services.  There may be other risks and circumstances that management may be unable to predict.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment at December 31, 2013 and December 31, 2012 consists of the following:

	December 31, 2013			December 31, 2012
Furniture and Fixtures	$	1,800		$	1,800
Less: Accumulated Depreciation		(1,080	)		(720	)
Net Property and Equipment	$	720		$	1,080

Depreciation expense for the year ended December 31, 2013 and 2012 was $360 and $360. Property and equipment are recorded at cost. Depreciation is computed on the straight-line method, based on the estimated useful lives of the assets of 5 years.

NOTE 4 – INTANGIBLE ASSETS

Intangible Assets at December 31, 2013 and December 31, 2012 consists of the following:

	December 31, 2013			December 31, 2012
Intangible Assets	$	439,999		$	439,999
Less: Accumulated Amortization		(65,833	)		(36,500	)
Net Intangible Assets	$	374,166		$	403,499

The Company invests in various intellectual properties such as short stories and novels to be developed into future movie projects.  By definition these intangible assets are amortized over a 15 year period.  Amortization expense for the years ended December 31, 2013 and 2012 was $29,333 respectively.

NOTE 5 – ACCRUED COMPENSATION

 The Company has entered into an employment agreement with its CEO to pay him an annual salary of $60,000.   This salary was accrued for the year ended December 31, 2013.   As of December 31, 2012, there are no amounts accrued for officer or director compensation and no amounts are owed to any individual for salaries or related liabilities.   During 2012, the CEO contributed his salary of $190,000 as capital contribution.

F - 9

NOTE 6 –NOTES AND OTHER LOANS PAYABLE

On January 30, 2012 the company agreed to pay Saint James Films $100,000 in the form of a convertible promissory note with a term of one year at 10 % interest compounded semiannual.  In July of 2013 the Company signed a promissory note for $25,000 with William Eilers, an attorney providing various legal services.  The note becomes due on August 8, 2014 and carries a per annum interest rate of 14%. Beginning in 2011 the Company entered into a series of $7,500 with Shaun Deidrich that total $90,000.  They are demand notes carrying an 8% per annum interest rate. The company currently has convertible notes totaling $594,060 due to New Opportunity Business Solutions:

The following schedule is Notes Payable at December 31, 2013 and 2012:

Description	12/31/2013			12/31/2012
Convertible note payable, due January 27, 2013; interest at 10%	$	100,000		$	100,000
Convertible note payable due August 8, 2014; interest at 14%		25,000			-
Convertible note payable due January 12, 2013; interest at 8%		90,000			90,000
Convertible note payable due December 27, 2009; interest at 15%		200,000			200,000
Convertible note payable due December 27, 2010; interest at 12%		194,060			194,060
Convertible note payable due December 27, 2011; interest at 12%		200,000			200,000
Less: Discount on note payable		(15,625	)		(5,775	)
Total notes payable	$	793,435		$	778,285

Except for loan to the attorney, $25,000, the above loans are in default.

The Company evaluated the terms of the notes in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock and determined that the underlying common stock is indexed to the Company’s common stock. The Company determined that the conversion features meet the definition of a liability and therefore bifurcated the conversion feature and accounted for it as a separate derivative liability. The Company evaluated the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the note and was deemed to be less than the market value of underlying common stock at the inception of the note. Therefore, the Company recognized a beneficial conversion feature, to the extent of the note, and applied as a debt discount to the Convertible Notes Payable and amortized to interest expense over the terms of the note.

The features of the notes resulted in the recognition of a derivative liability.  The Company valued the features using the Black-Scholes Model, which resulted in a potential liability of $700,276 at December 31, 2013.

Assumptions used in the derivative valuation were as follows:

Weighted Average:
Dividend rate	0.0	%
Risk-free interest rate	.13	%
Expected lives (years)	1.0
Expected price volatility	8.46	%
Forfeiture Rate	0.0	%

As of July 31, 2013 and 2012, the derivative liability consists of the following:

	December 31, 2013		December 31, 2012
Beginning Derivative Liability	$	662,324	$	656,549
Components:
Change in derivative liability		1,837		-
Debt discount assigned to convertible notes payable		36,115		5,775
Ending derivative liability	$	700,276	$	662,324

F - 10

NOTE 7 –STOCKHOLDERS’ EQUIY/( DEFICIT)

AUTHORIZED SHARES & TYPES

The Company has authorized 100,000,000 shares of preferred stock at a par value of $0.001 at December 31, 2013.

The Company has authorized 2,249,000,000 shares of common stock at a par value of $0.001 at December 31, 2013.

The Company relies on capital raised through loans, private placement memorandums and to assist in the funding of operations.

During the year ended December 31, 2012, the Company issued 113,284 shares of Series A Preferred shares, in exchange for various consulting services at $113,284 of which $113,171was charged to Additional Paid in Capital.  Further, 250,000 shares of Series A Preferred shares at $125,000 were issued for the purchase of St. James Films, LLC.

During the year ended December 31, 2012 55,555,556 shares of restricted common stock, valued at $55,556 were issued to Hanover Holdings, LLC in exchange for debt used for general and administrative services.

In the months of June and July, 2012 various note holders reduced the principal and interest on notes resulting in a $727,911 addition to Additional Paid in Capital.

The Chief Executive Officer personally contributed $6,000 for the payment of rent for the years ended December 31, 2013 and 2012.  During the year ended December 31, 2012, the same individual agreed to contribute accrued salary in the amount of $190,000.  Both amounts increased Additional Paid In Capital.

During the year ended December 31, 2012, 1,092,683,347 shares of restricted common stock were returned by various shareholders.  The transaction increased Additional Paid Capital with no impact on the Stockholders’ deficit.

The Company issued 97,000,000 shares of restricted common stock to its’ CEO for compensation of $100,000.

During the year ended December 31, 2012, the Company issued 275,000,000 shares of restricted common stock, to Fairhills Capital Offshore in exchange for cash of $33,000.  There was a charge of $22,500 to Issuable Shares and $142,500 to Additional Paid in Capital with no impact on the Stockholders’ deficit.

During 2011 the Company received $22,500 for 165,000,000 shares of restricted common stock that were issued in 2012.

Further, during the year ended December 31, 2012 565,000,000 shares of restricted common stock, valued at $565,000 were issued to New Opportunity Business Solutions in exchange for the retirement of various promissory notes resulting in a $526,750 addition to Additional Paid in Capital and a reduction in Shareholders’ deficit of $38,250.

During the year ended December 31, 2012 the Chief Executive Officer assumed $144,715 of debt and accrued interest.  Correspondingly, the amount was charged to Additional Paid in Capital further reducing Shareholders’ deficit.

.NOTE 8 – INCOME TAXES

Deferred tax assets arising as a result of net operation loss carry forwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods.

Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. The Company’s evaluation was performed for the tax years ended December 31, 2013 and 2012 for U.S. Federal Income Tax and for the State of Wyoming.

F - 11

A reconciliation of income taxes at statutory rates with the reported taxes follows:

	December 31, 2013			December 31, 2012
Loss before income tax benefit	$	231,854		$	552,307
Expected income tax benefit		(78,800	)		(185,800	)
Non-deductible expenses		-			-
Tax loss benefit not recognized for book purposes, valuation allowance	$	78,800		$	185,800
Total income tax	$	-		$	-

The Company has net operating loss carry forwards in the amount of approximately $2,679,451 that will expire beginning in 2029.   The deferred tax assets including the net operating loss carry forward tax benefit of $2,679,451 total $917,200 which is offset by a valuation allowance.  The other deferred tax assets include accrued officer compensation, stock based compensation, and amortization.

The Company follows the provisions of uncertain tax positions. The Company recognized approximately no increase in the liability for unrecognized tax benefits.

The Company has no tax position at December 31, 2013 for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility.

The Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses. No such interest or penalties were recognized during the periods presented. The Company had no accruals for interest and penalties at December 31, 2013. The open tax years are from 2009 through 2013.

NOTE 9 – RELATED PARTY TRANSACTIONS

As of December 31, 2013, the Company’s CEO Mark Newbauer had advanced personal funds in the amount of $87,052 to pay various operating expenses.  In addition the CEO personally assumed $144,715 in corporate promissory notes and interest during the year ended December 31, 2012.

NOTE 10 – INVESTMENT IN PARTNERSHIP

Commencingin 2010 the Company entered into a Partnership with Spoke Lane Entertainment which publishes graphic novel assets toward sales and film rights/screen adaptations.  The Company provided funds in the amount of $688 for the year ended December 31, 2013 and $17,546 for the year ended December 31, 2012 to pay various operating expenses.

NOTE 11 - COMMITMENTS

Office space for the Company has been provided by Mr. Newbauer, a stockholder and CEO as a capital contribution in the amount of $6,000 per year for the years ended December 31, 2012 and 2013.

NOTE 12 - SUBSEQUENT EVENTS

In April 2014, the Company issued 96,000,000 shares of restricted common stock valued at $24,000 for various consulting services to an outside third party advisory group.

Certain literary rights were purchased on behalf of the Company and the rights were assigned to a third party in exchange for passive participation in exploitation of the rights.  

F - 12

Consolidated Financial Statements

June 30, 2014 and December 31, 2013

Table of Contents	Page
Financial Statements:
Report of Independent Registered Accounting Firm	F - 14
Consolidated Balance Sheets at June 30, 2014 (Unaudited) and December 31, 2013	F - 15
Consolidated Statements of Operations for the Three Months and Six Monthss Ended June 30, 2014 and  June 30, 2013 (Unaudited)	F - 16
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2014 and  June 30, 2013 (Unaudited)	F - 17
Consolidated Statements of Changes in Stockholder's Deficit for the Six Months Ended June 30, 2014 (Unaudited) and the year ended December 31, 2013	F - 18
Notes to Consolidated Financial Statements	F-19 to F-24

F - 13

  2451 N. McMullen Booth Road Suite.308 Clearwater, FL 33759 Toll fee: 855.334.0934 Fax: 800.581.1908

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Stockholders of Mike the Pike Productions

We have reviewed the accompanying consolidated balance sheets of Mike the Pike Productions as of June 30, 2014, and the related consolidated statements of operations and stockholders' deficiency, and cash flows for the three and six months ended June 30, 2014 and 2013. These financial statements are the responsibility of the company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with auditing standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet of Mike the Pike Productions, Inc. as of December 31, 2013, and the related consolidated statements of operations, stockholders’ deficiency, and cash flows for the year then ended (not presented herein); and in our report dated October 17, 2014, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying balance sheet as of December 31, 2013, is fairly stated, in all material respects, in relation to the balance sheet from which it has been derived.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As shown in the accompanying financial statements, the Company has significant net losses and cash flow deficiencies.  Those conditions raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans regarding those matters are described in Note 2.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ DKM Certified Public Accountants

     DKM Certified Public Accountants

Clearwater, Florida

October 17, 2014

F - 14

Mike The Pike Productions, Inc.

CONSOLIDATED BALANCE SHEETS

	June 30, 2014			December 31, 2013
	(Unaudited)
ASSETS
Current Assets
Cash	$	-		$	2.595
Total Current Assets		-			2,595
Fixed Assets
Furniture and equipment net of depreciation		540			720
Other Assets
Intangible asset, net of amortization		359,499			374,166
Investment in Partnership (Note 10)		44,383			42,083
Total Other Assets		403,882			416,249
TOTAL ASSETS	$	404,422		$	419,564
LIABILITIES AND STOCKHOLDERS’ EQUTIY (DEFICIT)
LIABILITIES
Current Liabilities
Cash Overdraft	$	10		$	-
Accrued Taxes		9,404			9,404
Accrued Interest Payable		275,193			233,528
Accrued Salaries ( Note 5)		90,000			60,000
Due to related party (Note 9)		88,352			87,052
Notes Payable (Note 6)		805,935			793,435
Derivative Liability		701,556			700,276
Total Current Liabilities		1,970,450			1,883,695
TOTAL LIABILITIES		1,970,450			1,883,695
STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred Stock, $.001par value 2,249,000,000 Authorized 2,242,000,000  and 2,146,000,000 Issued and Outstanding at June 30, 2014 and December 31, 2013 respectively.		2,253			2,378
Common Stock, $.001 par value 2,249,000,000 Authorized 2,242,000,000 and 2,146,000,000 Issued     and Outstanding at June 30, 2014 and  December 31, 2013 respectively.		2,242,000			2,146,000
Additional paid-in-capital		(1,001,933	)		(933,058	)
Accumulated Deficit		(2,808,348	)		(2,679,451	)
Total Stockholders’ Equity (Deficit)		(1,566,028	)		(1,464,131	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)	$	404,422		$	419,564

The accompanying notes are an integral part of these financial statements.

F - 15

Mike The Pike Productions, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended June 30,					Six Months Ended June 30,
	2014		2013			2014			2013
REVENUES	$	-	$	-		$	-		$	-
OPERATING EXPENSES
General and Administrative
Amortization and depreciation		7,423		7,423			14,847			14,847
Salaries		15,000		15,000			30,000			30,000
Professional Fees		24,000		475			26,500			475
Other General and administrative expense		(2,505)		2,923			2,106			4,524
Total Operating Expenses		43,918		25,821			73,453			49,846
Net operating loss		(43,918)		(25,821	)		(73,453	)		(49,846	)
OTHER INCOME (EXPENSE)
Finance and interest fees		(20,832)		(21,008	)		(41,664	)		(42,016	)
Loan Discounts		(6,238)		(16,890	)		(12,500	)		(16.890	)
Change in derivative liability		(640)		(1.221	)		(1,280	)		(1,221	)
NET INCOME (LOSS)		(71,638)	$	(64,940	)	$	(128,897	)	$	(109,973	)
Basic and Diluted Loss per Common Share		(0.00)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted Average Number of Common Shares Outstanding		2,215,626,374		2,146,000,000			2,181,005,525			2,146,000,000

The accompanying notes are an integral part of these financial statements.

F - 16

Mike The Pike Productions, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For The Six months ended June 30, 2014 and 2013

(Unaudited)

	Six Months Ended June 30,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(128,897	)	$	(109,973	)
Adjustments to reconcile net loss to net cash used in operations:
Issuance of restricted common stock for services		24,000			-
Amortization		14,667			14,667
Depreciation		180			180
Capital contribution of rent		3,000			3,000
Discounts on potential loan conversions		12,500			16,890
Change in derivative liability		1,280			1,221
Changes in operating assets and Liabilities:
Increase/ (decrease) in cash overdraft		10			1,999
Increase/ (decrease) in accrued salaries		30,000			30,000
Increase/ (decrease) in accrued interest payable		41,665			42,016
Net cash used in operating activities		(1,595	)		-
CASH FLOWS FROM INVESTING ACTIVITIES
Payments to partnership		(2,300	)		-
Net cash provided by (used in) investing activities		(2,300	)		-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds  from loans from stockholder		1,300			-
					-
Net cash provided by (used in) financing activities		1,300			-
Net increase (decrease) in cash and cash equivalents		(2,595	)
Cash and cash equivalents - beginning of period		2,595			-
Cash and cash equivalents - end of period	$	-		$	-
Supplemental Cash Flow Disclosure:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

The accompanying notes are an integral part of these financial statements.

F - 17

Mike The Pike Productions, Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

For The Six months ended June 30, 2014 and the Year Ended December 31, 2013

	Preferred Shares						Common Shares				Additional Paid-In			Accumulated			Total Stockholders’
	Shares			Value			Shares		Amount		Capital			Deficit			Equity
Balance- December 31, 2012		2,378,999		$	2,378			2,146,000,000	$	2,146,000	$	(939,058	)	$	(2.447,597	)	$	(1,238,277	)
Contribution of Rent												6,000						6,000
Loss for the year														$	(231,854	)	$	(231,854	)
Balance – December 31, 2013		2,378,999		$	2,378			2,146,000,000	$	2,146,000	$	(933,058	)	$	(2,679,451	)	$	(1,464,131	)
Contribution of Rent											$	3,000					$	3,000
Retirement of Preferred Shares		(125,000	)	$	(125	)						(125	)
Loss for the period														$	(128,897	)	$	(128,897	)
Issuance of Shares for Consulting								96,000,000	$	96,000	$	(72,000	)					24,000
Balance – June 30, 2014 (Unaudited)		2,253,999		$	2,253			2,242,000,000	$	2,242,000	$	(1,001,933	)	$	(2,808,348	)	$	(1,566,028	)

The accompanying notes are an integral part of these financial statements.

F - 18

Mike The Pike Productions, Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2014 (Unaudited)

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

A. ORGANIZATION AND OPERATIONS

Mike The Pike Productions, Inc. (the “Company”) is the successor entity to the business of Pine Ridge Holdings Inc. a corporation formed in Nevada in 2001.

Prior to August, 2009 the Company was a Nevada corporation named Pine Ridge Holdings, Inc. engaged in the business of providing energy generation products.  On April 24th 2009 Kevin May resigned and transferred ownership of shares to Mark B. Newbauer who was appointed President and CEO.  On August 5th, 2009, the name was changed from Pine Ridge Holdings, Inc. to Mike The Pike Productions, Inc.

On December 6, 2009, the Company acquired all of the assets of Mike The Pike Productions, Inc. of Wyoming in exchange for 10,000,000 restricted shares of common stock.  Concurrently with the Acquisition, the management of the Wyoming Corporation took control of the Board of Directors of the Company and the assets of the Company related to the energy business were spun-off to entity controlled by the previous management of the Company.  On October 5, 2010 a merger was formed to re-domicile the company in Wyoming and Mike The Pike Productions, Inc. survived the merger as a Wyoming Company.  

B. PRINCIPALS OF CONSOLIDATION

These consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries St. James Films LLC incorporated in the state of Nevada and ServeNation, Inc. (inactive). All material inter-company balances and transactions were eliminated upon consolidation.

C. BASIS OF ACCOUNTING

The Company utilizes the accrual method of accounting, whereby revenue is recognized when earned and expenses when incurred.  The financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information.  As such, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included and these adjustments are of a normal recurring nature.

D. USE OF ESTIMATES

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 disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

E. CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand; cash in banks and any highly liquid investments with maturity of three months or less at the time of purchase. The Company maintains cash and cash equivalent balances at several financial institutions, which are insured by the Federal Deposit Insurance Corporation up to $250,000.

F - 19

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES (continued)

F. COMPUTATION OF EARNINGS PER SHARE

Net income per share is computed by dividing the net income by the weighted average number of common shares outstanding during the period.   Due to the net loss, the options and stock conversion of debt are not used in the calculation of earnings per share because the stock conversions and options are considered to be antidilutive.

G. INCOME TAXES

The Company accounts for income taxes under the asset and 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 basis 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.

The Company’s management has reviewed the Company’s tax positions and determined there were no outstanding, or retroactive tax positions with less than a 50% likelihood of being sustained upon examination by the taxing authorities, therefore the implementation of this standard has not had a material effect on the Company.

H. REVENUE RECOGNITION

Revenue for license fees is recognized upon the execution and closing of the contract for the amount of the contract. Contract fees are generally due based upon various progress milestones. Revenue from contract payments are estimated and accrued as earned. Any adjustments between actual contract payments and estimates are made to current operations in the period they are determined.

I. FAIR VALUE MEASUREMENT

The Company determines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amounts reported in the balance sheet for cash, accounts receivable, inventory, accounts payable and accrued expenses, and loans payable approximate their fair market value based on the short-term maturity of these instruments.

Fair value measurements are determined based on the assumptions that market participants would use in pricing an asset or liability.  US GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. The established fair value hierarchy prioritizes the use of inputs used in valuation methodologies into the following three levels:

·   Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets. A quoted price in an active market provides the most reliable evidence of fair value and must be used to measure fair value whenever available.

·   Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

·   Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. For example, level 3 inputs would relate to forecasts of future earnings and cash flows used in a discounted future cash flows method.

J. STOCK-BASED COMPENSATION

The Company measures and recognizes compensation expense for all share-based payment awards made to employees, consultants and directors including employee stock options based on estimated fair values.  Stock-based compensation expense recognized for the three and six months ended June 30, 2014 was $24,000 and for the three and six months ended June 30, 2013 was $0 respectively.  Stock-based compensation expense recognized during the period is based on the value of the portion of share-based payment awards that vest during the three and six months ended June 30, 2014 and 2013.

F - 20

K. SALES AND ADVERTISING

The costs of sales and advertising are expensed as incurred.  Sales and advertising expense was $0 and $0 for the three and six months ended June 30, 2014 and 2013, respectively.

L. NEW ACCOUNTING PRONOUNCEMENTS

The Company reviews new accounting standards as issued. No new standards had any material effect on these financial statements. The accounting pronouncements issued subsequent to the date of these financial statements that were considered significant by management were evaluated for the potential effect on these consolidated financial statements. Management does not believe any of the subsequent pronouncements will have a material effect on these consolidated financial statements as presented and does not anticipate the need for any future restatement of these consolidated financial statements because of the retro-active application of any accounting pronouncements issued subsequent to June 30, 2014 through the date these financial statements were issued.

M. FURNITURE AND EQUIPMENT

Furniture and equipment are recorded at costs and consists of furniture and fixtures, computers and office equipment. We compute depreciation using the straight-line method over the estimated useful lives of the assets.  Expenditures for major betterments and additions are charged to the property accounts, while replacements, maintenance, and repairs that do not improve or extend the lives of the respective assets are charged to expense.  

N. INTELLECTUAL PROPERTY

Intangible assets (intellectual property) are recorded at cost and are amortized over the estimated useful life of the asset.  Management evaluates the fair market value to determine if the asset should be impaired at the end of each year.

O. IMPAIRMENT OF LONG-LIVED ASSETS

The Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable.  Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.

Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances.

An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

NOTE 2 - GOING CONCERN AND LIQUIDITY CONSIDERATIONS

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business.  At December 31, 2013, the Company had a loss from operations, for the year ended, of $231,854, an accumulated deficit of $2,679,451 and negative working capital of $2,701,472.  The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern.

The Company depends upon capital to be derived from future financing activities such as subsequent offerings of its common stock or debt financing in order to operate and grow the business.  There can be no assurance that the Company will be successful in raising such capital.  The key factors that are not within the Company's control and that may have a direct bearing on operating results include, but are not limited to, acceptance of the Company's business plan, the ability to raise capital in the future, the ability to expand its customer base, and the ability to hire key employees to provide services.  There may be other risks and circumstances that management may be unable to predict.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

F - 21

NOTE 3 – PROPERTY AND EQUIPMENT

Property and equipment at June 30, 2014 and December 31, 2013 consists of the following:

Depreciation expense for the six months ended June 30, 2014 and 2013 was $180 and $180 respectively.   Depreciation expense for the three months ended June 30, 2014 and 2013 was $90 and $90 respectively.  Property and equipment are recorded at cost. Depreciation is computed on the straight-line method, based on the estimated useful lives of the assets of 5 years.

NOTE 4 – INTANGIBLE ASSETS

Intangible Assets at June 30, 2014 and December 31, 2013 consists of the following:

	June 30, 2014			December 31, 2013
Furniture and Fixtures	$	1,800		$	1,800
Less: Accumulated Depreciation		(1,260	)		(1,080	)
Net Property and Equipment	$	540		$	720

The Company invests in various intellectual properties such as short stories and novels to be developed into future movie projects.  By definition these intangible assets are amortized over a 15 year period.  Amortization expense for the six months ended June 30, 2014 and 2013 was $14,667 and $14,667 respectively.  Amortization expense for the three months ended June 30, 2014 and 2013 was $7,333 and $7,333 respectively.

NOTE 5 – ACCRUED COMPENSATION

 The Company has entered into an employment agreement with its CEO to pay him an annual salary of $60,000.   This salary was accrued for the year ended December 31, 2013.   As of June 30, 2014, there is $90,000 accrued for officer or director compensation.

NOTE 6 –NOTES AND OTHER LOANS PAYABLE

On January 30, 2012 the company agreed to pay Saint James Films $100,000 in the form of a convertible promissory note with a term of one year at 10 % interest compounded semiannual.  In July of 2013 the Company signed a promissory note for $25,000 with William Eilers, an attorney providing various legal services.  The note becomes due on August 8, 2014 and carries a per annum interest rate of 14%. Beginning in 2011 the Company entered into a series of $7,500 with Shaun Deidrich that total $90,000.  They are demand notes carrying an 8% per annum interest rate. The company currently has convertible notes totaling $594,060 due to New Opportunity Business Solutions:

The following schedule is Notes Payable at June 30, 2014 and December 31, 2013.

Description	06/30/2014			12/31/2013
Convertible note payable, due January 27, 2013; interest at 10%	$	100,000		$	100,000
Convertible note payable due August 8, 2014; interest at 14%		25,000			25,000
Convertible note payable due January 12, 2013; interest at 8%		90,000			90,000
Convertible note payable due December 27, 2009; interest at 15%		200,000			200,000
Convertible note payable due December 27, 2010; interest at 12%		194,060			194,060
Convertible note payable due December 27, 2011; interest at 12%		200,000			200,000
Less: Discount on note payable		(3,125	)		(15,625	)
Total notes payable	$	805,935		$	793,435

Except for loan to the attorney, $25,000, the above loans are in default.

F - 22

The Company evaluated the terms of the notes in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging - Contracts in Entity’s Own Stock and determined that the underlying common stock is indexed to the Company’s common stock. The Company determined that the conversion features meet the definition of a liability and therefore bifurcated the conversion feature and accounted for it as a separate derivative liability. The Company evaluated the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the note and was deemed to be less than the market value of underlying common stock at the inception of the note. Therefore, the Company recognized a beneficial conversion feature, to the extent of the note, and applied as a debt discount to the Convertible Notes Payable and amortized to interest expense over the terms of the note.

The features of the notes resulted in the recognition of a derivative liability.  The Company valued the features using the Black-Scholes Model, which resulted in a potential liability of $701,506 at June 30, 2014.

Assumptions used in the derivative valuation were as follows:

Weighted Average:
Dividend rate	0.0	%
Risk-free interest rate	.11	%
Expected lives (years)	1.00
Expected price volatility	11.22	%
Forfeiture Rate	0.0	%

As of July 31, 2014 and December 31, 2013 the derivative liability consists of the following:

	June 30, 2014		December 31, 2013
Beginning Derivative Liability	$	700,276	$	662,324
Components:
Change in derivative liability		1,280		1,837
Debt discount assigned to convertible notes payable		-		36,115
Ending derivative liability	$	701,556	$	700,276

NOTE 7–STOCKHOLDERS’ EQUITY (DEFICIT)

AUTHORIZED SHARES & TYPES

The Company has authorized 100,000,000 shares of preferred stock at a par value of $0.001 at June 30, 2014.

The Company has authorized 2,249,000,000 shares of common stock at a par value of $0.001 at June 30, 2014.

The Company relies on capital raised through loans, private placement memorandums and to assist in the funding of operations.

The Chief Executive Officer personally contributed $6,000 for the payment of rent for the year ended December 31, 2013.  The amount increased Additional Paid in Capital.

In April 2014, the Company issued 96,000,000 shares of restricted common stock valued at $24,000 for various consulting services to an outside third party advisory group.

During the six months ended June 30, 2014 a shareholder returned 125,000 of preferred stock valued at $125.00.

The Chief Executive Officer personally contributed rent of $1,500 for the three months ended June 30, 2014 and $3,000 for the six months ended June 30, 2014

F - 23

NOTE 8 – INCOME TAXES

Deferred tax assets arising as a result of net operation loss carry forwards have been offset completely by a valuation allowance due to the uncertainty of their utilization in future periods.

Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements. The Company’s evaluation was performed for the tax years ended December 31, 2013 and 2012 for U.S. Federal Income Tax and for the State of Wyoming.

A reconciliation of income taxes at statutory rates with the reported taxes follows:

	December 31, 2013			December 31, 2012
Loss before income tax benefit	$	231,854		$	552,307
Expected income tax benefit		(78,800	)		(185,800	)
Non-deductible expenses		-			-
Tax loss benefit not recognized for book purposes, valuation allowance	$	78,800		$	185,800
Total income tax	$	-		$	-

The Company has net operating loss carry forwards in the amount of approximately $2,679,451 that will expire beginning in 2029.   The deferred tax assets including the net operating loss carry forward tax benefit of $2,679,451 total $917,200 which is offset by a valuation allowance.  The other deferred tax assets include accrued officer compensation, stock based compensation, and amortization.

The Company follows the provisions of uncertain tax positions. The Company recognized approximately no increase in the liability for unrecognized tax benefits.

NOTE 9 – RELATED PARTY TRANSACTIONS

As of June 30, 2014, the Company’s CEO Mark Newbauer had advanced personal funds in the amount of $88,352 to pay various operating expenses.

NOTE 10 - INVESTMENT IN PARTNERSHIP

Commencingin 2010 the Company entered into a Partnership with Spoke Lane Entertainment which publishes graphic novel assets toward sales and film rights/screen adaptations.  The Company provided funds in the amount of $2,300 for the six months ended June 30, 2014 to pay various operating expenses.

NOTE 11 - COMMITMENTS

Office space for the Company has been provided by Mr. Newbauer, a stockholder and CEO as a capital contribution in the amount of $3,000 for the six months ended June 30, 2014 and June 30, 2013 and $1,500 for the three months ended June 30, 2014 and June 30, 2013 respectively.

NOTE 12 - SUBSEQUENT EVENTS

Certain literary rights were purchased on behalf of the Company and the rights were assigned to a third party in exchange for passive participation in exploitation of the rights.  

F - 24

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

Forward Looking Statements

This Current report on Form 10 contains forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including “could”, “may”, “will”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” and the negative of these terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially.

While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report.

Significant Accounting Policies

Our discussion and analysis of our results of operations and liquidity and capital resources are based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, valuation of intangible assets and investments, share-based payments, income taxes and litigation. We base our estimates on historical and anticipated results and trends and on various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results that differ from our estimates could have a significant adverse effect on our operating results and financial position. We believe that the following significant accounting policies and assumptions may involve a higher degree of judgment and complexity than others.

Uncertainties

Although we are not a development stage company that has been in operation for some time, and we have generated any revenues from our business activities, we anticipate that we will require additional financing in order to complete our acquisition activities. We currently do not have sufficient financing to fully execute our business plan and there is no assurance that we will be able to obtain the necessary financing to do so. Accordingly, there is uncertainty about our ability to continue to operate if we undergo any acquisition or to even undergo an acquisition. Our success is highly determined upon the operations of our wholly owned subsidiary.

Plan of Operations

The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions. 

Results of Operations

Our results of operations are presented below:

Results of Operations for the Twelve Months Ended December 31, 2013 compared to the Twelve Months Ended December 31, 2012.

During the twelve months ended December 31, 2013 we incurred a net loss of $(231,854), compared to a net loss of $(552,307) during the same period in fiscal 2012. The decrease in our net loss during the year ended December 31, 2013 was primarily due to decreased General and Administrative Expenses and operating costs relating to salaries and other general and administrative expenses.

Our total operating expenses for the year ended December 31, 2013 were $157,812, compared to operating expenses of $418,259 during the same period in fiscal 2012. Additionally, we incurred interest expense due to interest payments for the year ended December 31, 2013 of $85,951 compared to $94,163 during the same period in fiscal 2012.

- 14 -

Liquidity and Capital Resources

As of December 31, 2013 we had $2,595 in cash and $419,564 in total assets, and $1,883,695 total liabilities as compared to $0 in cash, and $445,974 in total assets, and $1,684,251 in total liabilities as of December 31, 2012.

We are dependent on our revenues for cash flow, as we have minimized cash flow requirements through equity or debt financing.  However, as we intend to expand operations, it is likely that we will require cash flow from financing in the future which could affect our ability to become cash flow positive.

For the year ending  December 31, 2013 we provided net cash of $2,595 on operating activities, compared to net cash used of $113,959 on operating activities during the same period in fiscal 2012.

During the year ended December 31, 2013, net cash of $688 was used on investing activities compared to net cash of $17,546 used during the same period in fiscal 2012.  

During the year end December 31, 2013, net cash of from loans from stockholder of $688 was provided in the financing activities compared to net cash from loans from stockholder of $71,115 and common stock sales of $38,000 resulting in an increase of cash of $109,115 during the same period in fiscal 2012.

We have yet to determine precisely how we will structure future acquisitions and how we intend to pay for them.  We may require additional financing, but we are uncertain as to whether we will finance acquisitions or use equity as purchasing currency.  In either case, our acquisitions may have a negative effect on stockholder equity.

Results of Operations for the Three and Six Months Ended June 30, 2014 compared to the Three and Six Months Ended June 30, 2013.

During the three and six months ended June 30, 2014 we incurred a net loss of $(71,638) and $(128,897), compared to a net loss of $(64,940) and $(109,973) during the same period in fiscal 2013, respectively. The increase in our net loss during the six months ended June 30, 2014 was primarily due to increased Professional expenses.

Our total operating expenses for the three and six months ended June 30, 2014 were $43,918 and $73,453, compared to operating expenses of $25,821 and $49,846 during the same period in fiscal 2013, respectively. Additionally, we incurred interest expense due to interest payments for the three and six months ended June 30, 2014 of $20,832 and $41,664 compared to $21,008 and $42,016 during the same period in fiscal 2013, respectively.

Liquidity and Capital Resources

As of June 30, 2014 we had $0 in cash and $404,422 in total assets, and $1,970,450 total liabilities as compared to $2,595 in cash, and $419,564 in total assets, and $1,883,695 in total liabilities as of  December 31, 2013.

We are dependent on our revenues for cash flow, as we have minimized cash flow requirements through equity or debt financing.  However, as we intend to expand operations, it is likely that we will require cash flow from financing in the future which could affect our ability to become cash flow positive.

For the six months ended June 30, 2014  $1,595 of net cash was used on  operating activities, compared to no cash used on operating activities during the same period in fiscal 2013

During the six months ended June 30, 2014, net cash of $2,300 was used on investing activities compared to no cash provided or used during the same period in fiscal 2013.  

During the six months ended June 30, 2014, cash of $1,300 was provided by financing activities compared to no cash provided or used during the same period in fiscal 2013.  

We have yet to determine precisely how we will structure future acquisitions and how we intend to pay for them.  We may require additional financing, but we are uncertain as to whether we will finance acquisitions or use equity as purchasing currency.  In either case, our acquisitions may have a negative effect on stockholder equity.

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Future Financings

We have not yet determined a need for future financing.

Acquisition of Sites and Equipment and Other Assets

Although we have disclosed several potential acquisition targets, we have yet to settle upon the appropriate course of action, thus we are not able to calculate future costs of acquisitions.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Inflation

The amounts presented in the financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

ITEM 3.  PROPERTIES

Mike The Pike Productions Inc. does not own any significant property

ITEM 4.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the date of this report, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The stockholders listed below have direct ownership of his/her shares and possess voting and dispositive power with respect to the shares.

Name and Address Beneficial Owner	Number of Shares		Percentage of Ownership
Mark Newbauer [1]		12,668,500		63.3	%
Ted Chalmers  [2]		3,989,000		19.5	%
All Officers and Directors as a Group (2 persons)		16,657,500		82.	8%

[1]  Mark Newbauer is our President, CEO and a member of the Board of Directors.

[2]  Ted Chalmers is our, Secretary, Treasurer and a member of the Board of Directors.

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ITEM 5.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Officers and Directors

Our current board of directors consists of two individuals, Ted Chalmers, Mark Newbauer.  Each director will serve until his or her successor is elected and qualified. Our officers are elected by the board of directors to a term of one (1) year and each serve until his or her successor is duly elected and qualified, or until he or she is removed from office. The board of directors has no nominating, auditing or compensation committees.

The person named above has held his offices/positions since our inception and is expected to hold his offices/positions until the next annual meeting of our stockholders.

ITEM 6.  EXECUTIVE COMPENSATION

Background of officers and directors

Mark B. Newbauer CEO/Founder

Mark B. Newbauer graduated from the renowned film and producer's track at Columbia College Chicago as well as The Second City Chicago Training Center where he was a writer, director and performer. His debut short, Dreamkiller, is an ambitious take on Sirhan Sirhan and the events leading up to the RFK assassination. Dreamkiller was winner of "Best of the Fest" at the 1999 New York International Independent Film and Video Festival. Newbauer also worked in the Talent and Literary departments at The Gage Group, an agency with offices in New York and Los Angeles.

After more than a decade in the entertainment industry, Newbauer took his passion for both the art of filmmaking and the business sense necessary for a thriving brand, and launched Mike The Pike Productions Inc., a full-spectrum entertainment firm with a focus in Feature Films and Graphic Novel Entertainment. Recently, Newbauer, obo Mike The Pike, secured the film rights to the World Fantasy Award-winning werewolf thriller, George R.R. Martin's The Skin Trade; and produced White Space, an effects driven sci-fi thriller starring Holt McCallany and Zulay Henao. In early 2012, Newbauer strategized to launch MTP Media Holdings to envelop Mike The Pike Productions Inc., Spokefish Entertainment and newly acquired subsidiary, Saint James Films, LLC, which specializes in low-budget, entertaining genre films for the global marketplace.

James DiPrima CFO

Mr. DiPrima, (65 has a Bachelor of Science in Business Administration from Creighton University, Omaha, Nebraska.  His career includes 40 years of finance and accounting in both the public and private sectors. He has held various positions with start-up companies.  He has served as chief executive officer of MBD Midwest, a holding company for national pack and ship franchises where he managed the development of retail outlets in multiple states.  Mr. DiPrima has been working in various positions with public traded companies since 1995.  His accomplishments included guiding several companies through the reverse merger process, raising capital and consulting on various mezzanine financings. Most recently he has acted as chief executive officer of Rising India, Inc. (OTC: RSII) a public company that is developing assisted living facilities.  He has also served as CFO for Coastal Technologies, Inc. a public traded company (NQB: CTTJ) that provided  IT outsourcing and billing software solutions to the healthcare industry and as CEO of  Netcoast Communications, Inc. (NQB: NCST) a manufacturer of testing equipment for natural gas pipelines.  This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.  The compensation discussed addresses all compensation awarded to, earned by, or paid to our named executive officer.

Summary Compensation Table

Name And Principal Position (a)	Year (b)	Salary (US$) (c)	Bonus (US$) (d)	Stock Awards (US$) (e)	Option Awards (US$) (f)	Non- Equity Incentive Plan Compensation (US$) (g)	Nonqualified Deferred Compensa- tion Earnings (US$) (h)	All Other Compen- sation (US$) (i)	Total (US$) (j)
Mark Newbauer	2013	$60,000	-	-	-	-	-	-	$60,000
President, CEO	2012	$43,641	-	$100,000	-	-	-	-	$143,641
Director	2011	-	-	-	-	-	-	-	-
Ted Chalmers [1]	2013	-	-	-	-	-	-	-	-
CFO, COO	2012	-	-	-	-	-	-	-	-
	2011	-	-	-	-	-	-	-	-

There are no other stock option plans, retirement, pension, or profit sharing plans for the benefit of our officers and directors other than as described herein.

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Long-Term Incentive Plan Awards

We not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

As of the date hereof, we have not entered into employment contracts with our sole officer and do not intend to enter into any employment contracts until such time as it profitable to do so.

ITEM 7.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Mr. Newbauer will continue to operate the subsidiary.  In addition, Mr. Newbauer is a shareholder in at least one potential acquisition candidate.  Once terms are finalized, the Company will fully disclose the same. 

ITEM 8.  LEGAL PROCEEDINGS

On October 9, 2014, the Company received a complaint filed against the Company and Mark B. Newbauer, our CEO, personally, in Douglas County Court, Omaha, Nebraska, regarding its option on certain literary rights, which were held by the Company through September 3, 2014. The Complaint alleges three causes of actions, a) breach of contract; b) anticipatory breach of contract; and 3) fraudulent misrepresentation.  Company executives are aware of the Complaint in full, which was submitted on behalf of Panthera Entertainment, Matt Flynn and Edward Jarzobski, named as Plaintiffs in the Complaint.  Plaintiffs had an option with MikeThe Pike through August 31st, 2014 to perform in a certain capacity.  It is the contention of the Company that Plaintiffs materially failed to do so.  The Complaint seeks damages equal costs associated with the action and other such relief as the court deems just and equitable.  We have sought local counsel in the proper jurisdiction and shall file our reply in a timely manner.

ITEM 9.  MARKET PRICE OF AND DIVIDEND ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company’s common stock quoted on the OTC Bulletin Board under the symbol “MIKP” There has been minimal reported trading to date in the Company’s common stock.

As of June 16, 2014, there were approximately 33 holders of record of the Company’s common stock.

As of June 16, 2014: (i) 0 shares of common stock are subject to outstanding options or warrants to purchase, or securities convertible into, common stock; (ii) 0 shares of common stock can be sold pursuant to Rule 144 under the Securities Act of 1933, as amended, and (iii) 510,000 shares of common stock are being, or has been publicly proposed to be, publicly offered by the Company.

Dividends

The Company has never declared or paid any cash dividends on its common stock. The Company currently intends to retain future earnings, if any, to finance the expansion of its business. As a result, the Company does not anticipate paying any cash dividends in the foreseeable future.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

ITEM 10.  RECENT SALE OF UNREGISTERED SECURITIES

See Item 1.01.

ITEM 11.  DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED

No securities will be registered at this time.

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ITEM 12.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under our Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a law suit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our Most Unexceptional interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Wyoming.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Wyoming law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

ITEM 13.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Item 2.01 and the exhibits index below and corresponding exhibits, which are incorporated herein by reference.

ITEM 14.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

There have been no disagreements on accounting and financial disclosures from the inception of our company through the date of this Form 10

ITEM 15.  FINANCIAL STATEMENTS AND EXHIBITS

(a)   Financial Statements

See Item 2.  Financial Information.

(b)  The exhibits listed below are filed herewith, as part of this Form 10. 

Exhibit No.	Description
3.1	Certificate of Incorporation of Reflexor, Inc. filed May 24, 1996
3.2	Certificate of Amendment of Pine Ridge Holdings, Inc. changing the name to Mike the Pike Productions, Inc. dated June 8, 2009.
3.3	Articles of Incorporation of  Mike the Pike Merger Sub, Inc. (WY), dated September 29, 2010
3.4	Articles of Merger between Mike the Pike Productions, Inc. (NV) and Mike the Pike Merger Sub, Inc. (WY), dated October 10, 2010.
3.5	Bylaws of the Company.
3.6	Board Resolutions and State Filings showing change in officers and directors.
3.7	Designation of Preferred Shares.
10.1	Purchase and Sale Agreement between Mike the Pike Productions, Inc. and Saint James Films, LLC dated January 11, 2012
10.2	Distribution Agreement between TomCat Films, LLC and Saint James Films, LLC dated May 9, 2012

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SIGNATURES

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

	Mike The Pike Productions Inc.
	(Name of Registrant)
Date:   October 27, 2014	By:	/s/        Mark Newbauer
		Name:    Mark Newbauer
		Title:      President and Chief Executive Officer

	By:	/s/          James DiPrima
Date:   October 27, 2014		Name:    James DiPrima
		Title:      Chief Financial Officer

- 20 -

EX-3.1

Exhibit 3.1

EX-3.2

Exhibit 3.2

EX-3.3

Exhibit 3.3

EX-3.4

Exhibit 3.4

ARTICLES OF MERGER

OF

MIKE THE PIKE PRODUCTIONS, INC, A Nevada Corporation

AND

Mike the Pike Merger Sub, A Wyoming Corporation

To the Secretary of State

State of Wyoming

Pursuant to the provisions of the Wyoming Business Corporation Act, the domestic business  corporation and the foreign business corporation herein named do hereby submit the following articles of merger.

1.  The following is the Plan of Merger for merging Mike the Pike Productions, Inc. with and into Mike the Pike Merger Sub, Inc, as adopted at a meeting by the Board of Directors of Mike the Pike Productions, Inc. on October 5, 2010 and adopted at a meeting by the Board of Directors of Mike the Pike Merger Sub, Inc. on October 5, 2010.

2.  (a) With respect Mike the Pike Merger Sub Inc., the designation, the number of outstanding shares, and the number of votes entitled to be cast by shareholders entitled to vote on the said merger was approved are as follows:

- Designation of voting group: Common Shareholders

Number of outstanding shares of voting group: 100

-Number of votes of voting group entitled to be cast on the merger: 100

(b)  The total number of undisputed votes cast for the merger by the voting group entitled to vote on the said merger is as follows:

- Designation of voting group: Common Shareholders

- Number of undisputed votes of voting group cast for the merger: 100

Page 1 of 3

(c)  The number of votes cast for the said merger was sufficient for the approval thereof by the said voting group.

3.  The merger of Mike the Pike Productions, Inc. with and into Mike the Pike Merger Sub is permitted by the laws of the jurisdiction of organization Of Mike the Pike Productions and has been authorized in compliance with said laws.

4. Mike the Pike Merger Sub will continue its existence as the surviving corporation under the name MIKE THE PIKE PRODUCTIONS INC. pursuant to the provisions of the Wyoming Business Corporation Act.

5.  The effective time and date of the merger herein provided for in the State of Wyoming shall be a.m on                          , 2010     .

Executed on October 5th, 2010 .

MIKE THE PIKE PRODUCTIONS, INC.

By:  /s/     Mark B. Newbauer                                                      

Name of officer:    Mark B. Newbauer

Title of officer:      CEO/President

MIKE THE PIKE MERGER SUB INC.

By:  /s/     Mark B. Newbaurer                                                     

Name of officer:    Mark B. Newbauer

Title of officer:      CEO/President

Page 2 of 3

PLAN OF MERGER adopted by MIKE THE PIKE PRODUCTIONS, INC., a business corporation organized under the laws of the State of Nevada  , by resolution of its Board of Directors on October 5, 2010 , and adopted by MIKE THE PIKE MERGER SUB, INC., a  business corporation organized under the laws of the State of Wyoming, by resolution of its Board of Directors on October 5, 2010.  The names of the corporations planning to merge are MIKE THE PIKE PRODUCTIONS, INC., a business corporation organized under the laws of the State of Nevada, and MIKE THE PIKE MERGER SUB, a business corporation organized under the laws of the State of Wyoming.  The name of the surviving corporation into which MIKE THE PIKE PRODUCTIONS INC. plans to merge is MIKE THE PIKE MERGER SUB.

1.  MIKE THE PIKE PRODUCTIONS, INC. and MIKE THE PIKE MERGER SUB, INC., shall, pursuant to the provisions of the laws of the State of and the provisions of the Wyoming Business Corporation Act, be merged with and into a single corporation, to wit, MIKE THE PIKE MERGER SUB, INC., which shall be the surviving corporation at the effective time and date of the merger and which is sometimes hereinafter referred to as the "surviving corporation", and which shall continue to exist as said surviving corporation under the name MIKE THE PIKE PRODUCTIONS, INC. pursuant to the provisions of the Wyoming Business Corporation Act.  The separate existence of MIKE THE PIKE PRODUCTIONS, INC., which is sometimes hereinafter referred to as the "non-surviving corporation", shall cease at the effective time and date of the merger in accordance with the laws of the jurisdiction of its organization.

2.  The Articles of Incorporation of the surviving corporation at the effective time and date of the merger shall be the Articles of Incorporation of said surviving corporation except that article 1thereof, relating to the name of the corporation, is hereby amended and changed so as to read as follows at the effective time and date of the merger:

"Mike the Pike Productions, Inc.”

and said Articles of Incorporation as herein amended and changed shall continue in full force and effect until further amended and changed in the manner prescribed by the provisions of the Wyoming Business Corporation Act.

3.  The present bylaws of the surviving corporation will be the bylaws of said surviving corporation and will continue in full force and effect until changed, altered, or amended as therein provided and in the manner prescribed by the provisions of the Wyoming Business Corporation Act.

4.  The directors and officers in office of the surviving corporation at the effective time and date of the merger shall be the members of the first Board of Directors and the first officers of the surviving corporation, all of whom shall hold their directorships and offices until the election and qualification of their respective successors or until their tenure is otherwise terminated in accordance with the bylaws of the surviving corporation.

5.  Each issued share of the non-surviving corporation immediately prior to the effective time and date of the merger shall, at the effective time and date of the merger, be converted into one (1) share of the surviving corporation.  The issued shares of the surviving corporation shall not be converted or exchanged in any manner, but each said share which is issued as of the effective time and date of the merger shall continue to represent one issued share of the surviving corporation.

6.  The merger of the non-surviving corporation with and into the surviving corporation shall be authorized in the manner prescribed by the laws of the jurisdiction of organization of the non-surviving corporation, and the Plan of Merger herein made and approved shall be submitted to the shareholders of the surviving corporation for their approval or rejection in the manner prescribed by the provisions of the Wyoming Business Corporation Act.

7.  In the event that the merger of the non-surviving corporation with and into the surviving corporation shall have been duly authorized in compliance with the laws of the jurisdiction of organization of the non-surviving corporation, and in the event that the Plan of Merger shall have been approved by the shareholders entitled to vote of the surviving corporation in the manner prescribed by the provisions of the Wyoming Business Corporation Act, the non-surviving corporation and the surviving corporation hereby stipulate that they will cause to be executed and filed and/or recorded any document or documents prescribed by the laws of the State of Nevada and of the State of Wyoming, and that they will cause to be performed all necessary acts therein and elsewhere to effectuate the merger.

8.  The Board of Directors and the proper officers of the non-surviving corporation and of the surviving corporation, respectively, are hereby authorized, empowered, and directed to do any and all acts and things, and to make, execute, deliver, file, and/or record any and all instruments, papers, and documents which shall be or become necessary, proper, or convenient to carry out or put into effect any of the provisions of this Plan of Merger or of the merger herein provided for.

Page 3 of 3

EX-3.5

Exhibit 3.5

BYLAWS

of

MIKE THE PIKE PRODUCTIONS, Inc.

ARTICLE I

Offices

1.1 Registered Office and Registered Agent: The registered office of the

corporation shall be located in the State of Wyoming at such place as may

be fixed from time to time by the Board of Directors upon filing of such

notices as may be required by law, and the registered agent shall have a

business office identical with such registered office.

1.2 Other Offices: The Corporation may have other offices within or outside

the State of Wyoming at such place or places as the Board of Directors

may from time to time determine.

ARTICLE 2

Shareholder's Meetings

2.1 Meeting Place: All meetings of the shareholders shall be held the

registered office of the corporation, or at such place as shall be determined

from time to time by the Board of Directors, and the place at which any

such meeting shall be held shall be stated in the notice of the meeting.

2.2 Annual Meeting Time: The annual meeting of the shareholders for the

election of directors and for the transaction of such other business as may

properly come before the meeting, shall be held each year on January

31st, at the hour of 11am if not a legal holiday, and if a legal holiday, then

on the day following, at the same hour.

2.3 Annual Meeting - Order of Business: At the annual meeting of

shareholders, the order of business shall be as follows:

(a) Calling of the meeting to order.

(b) Proof of notice of meeting (or filing of waiver).

(c) Reading of minutes of last annual meeting.

(d) Report of officers.

(e) Reports of committees.

(f) Election of directors.

(g) Miscellaneous business.

2.4 Special Meetings: Special meetings of the shareholders for any purpose

may be called at any time by the President, Board of Directors, or the

holders of not less than one-twenty of all shares entitled to vote at the

meeting.

- 1 -

2.5 Notice:

(a) Notice of the time and place of an annual meeting of shareholders

shall be given by delivering personally or by mailing a written or

printed notice of the same, at least ten days, and not more than fifty

days, prior to the meeting, to each shareholder of record entitled to

vote at such meeting.

(b) At least ten days and not more than fifty days prior to the meeting,

written or printed notice of each special meeting, and the purpose or

purposes for which the meeting is called, shall be delivered

personally, or mailed to each shareholder of record entitled to vote at

such meeting.

2.6 Voting Record: At least ten days before each meeting of shareholders, a

complete record of the shareholders entitled to vote at such meeting, or

any adjournment thereof, shall be made, arranged in alphabetical order,

with the address of and number of shares held by each, which record shall

be kept on file at the registered office of the corporation for a period of ten

days prior to the meeting. The records shall be kept open at the time and

place of such meeting for the inspection of any shareholder.

2.7 Quorum: Except as otherwise required by law:

(a) A quorum at any annual or special meeting of shareholders shall

consist of shareholders representing, either in person or by proxy, a

majority of the outstanding capital stock of the corporation, entitled to

vote at such meeting.

(b) The voters of a majority in interest of those present at any properly

called meeting or adjourned meeting of shareholders at which a

quorum as in this paragraph defined is present, shall be sufficient to

transact business.

2.8 Closing of Transfer Books and Fixing Record Date: For the purpose of

determining shareholders entitled to notice of or to vote at any meeting of

shareholders, or any adjournment thereof, or entitled to receive payment of

any dividend, the Board of Directors may provide that the stock transfer

books shall be closed for a stated period not to exceed fifty days nor be

less than ten days preceding such meeting. In lieu of closing the stock

transfer books, the Board of Directors may fix in advance a record date for

any such determination of shareholders, such date to be not more than fifty

days, and, in case of a meeting of shareholders, not less than ten days

prior to the (late on which the particular action requiring such determination

of shareholders is to be taken.

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2.9 Proxies: A shareholder may vote either in person or by proxy executed in

writing by the shareholder, or his duly authorized attorney-in-fact. No proxy

shall be valid after eleven months from the date of its execution, unless

otherwise provided in the proxy.

2.10 Action by Shareholders Without a Meeting: Any action required or which

may be taken at a meeting of shareholders of the corporation, may be

taken at a meeting if a consent in writing, setting forth the action so taken,

shall be signed by all of the shareholders entitled to vote with respect to the

subject matter thereof. Such consent shall have the same force and effect

as a unanimous vote of the shareholders.

2.11 Waiver of Notice: A waiver of notice required to be given any shareholder,

signed by the person or persons entitled to such notice, whether before or

after the time stated therein for the meeting, shall be equivalent to the

giving of such notice.

ARTICLE 3

Stock

3.1 Certificates: Certificates of stock shall be issued in numerical order by the

Transfer Agent of the Company per the request of the Company’s Board of

Directors.

3.2 Transfer: Transfers of stock shall be made only upon the stock transfer

books of the corporation, kept at the registered office of the corporation or

at its principal place of business, or at the office of its transfer agent or

registrar; and before a new certificate is issued. the old certificate shall be

surrendered for cancellation. The Board of Directors may, by resolution,

open a share register in any state of the United States, and may employ an

agent or agents to keep such register, and to record transfers or shares

therein.

3.3 Registered Owner: Registered shareholders shall be treated by the

corporation as the holders in fact of the stock standing in their respective

names and the corporation shall not be bound to recognize any equitable

or other claim to or interest in any share on the part of any other person,

whether or not it shall have express or other notice thereof, except as

expressly provided below or by the laws of the State of Wyoming. The

Board of Directors may adopt by resolution a procedure whereby a

shareholder of the corporation may certify in writing to the corporation that

all or a portion of the shares registered in the name of such shareholder are

held for the account of a specified person or persons. The resolution shall

set forth:

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(a) The classification of shareholder who may certify;

(b) The purpose or purposes for which the certification may be made;

(c) The form of certification and information to be contained therein;

(d) If the certification is with respect to a record date or closing of the

stock transfer books, the date within which the certification must be

received by the corporation; and

(e) Such other provisions with respect to the procedure as are deemed

necessary or desirable.

Upon receipt by the corporation of a certification complying with the

procedure, the persons specified in the certification shall be deemed, for

the purpose or purposes set forth in the certification, to be the holders of

record of the number of shares specified in place of the shareholder

making the certification.

3.4 Mutilated, Lost, or Destroyed Certificates: In case of any mutilation, loss

or destruction of any certificate of stock, another may be issued in its place

on proof of such mutilation, loss or destruction. The Board of Directors may

impose conditions on such issuance and may require the giving of a

satisfactory bond or indemnity to the corporation in such sum as they might

determine or establish such other procedures as they deem necessary.

3.5 Fractional Shares or Scrip: The Corporation may:

(a) Issue fractions of a share which shall entitle the holder to exercise

voting rights, to receive dividends thereon, and to participate in any of

the assets of the corporation in the event of liquidation;

(b) Arrange for the disposition of fractional interests by those entitled

thereto;

(c) Pay in cash the fair market value of fractions of a share as of the time

when those entitled to receive such shares are determined; or

(d) Issue script in registered or bearer form which shall entitle the holder

to receive a certificate for the full share upon surrender of such script

aggregating a full share.

3.6 Shares of Another Corporation: Shares owned by the corporation in

another corporation, domestic or foreign, may be voted by such officer,

agent or proxy as the Board of Directors may determine or, in the absence

of such determination, by the President of the Corporation.

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ARTICLE 4

Board of Directors

4.1 Numbers and Powers: The management of all the affairs, property and

interest of the corporation shall be vested in the Board of Directors,

consisting of one person who shall be elected for a term of one year, and

shall hold office until their successors are elected and qualified. Directors

need not be shareholders or residents of the State of Wyoming. In addition

to the powers and authorities granted by these Bylaws, and the Articles of

Incorporation expressly conferred upon it, the Board of Directors may

exercise all such powers of the corporation and do all such lawful acts and

things as are not by statute or by the Articles of Incorporation or by these

Bylaws directed or required to be exercised or done by the shareholders.

4.2 Change of Number: The number of directors may at any time be

increased or decreased by amendment of these Bylaws, but no decrease

shall have the effect of shortening the term of any incumbent director.

4.3 Vacancies: All vacancies in the Board of Directors, whether caused by

resignation, death or, otherwise, may be filled by the affirmative vote of a

majority of the remaining directors though less than a quorum of the Board

of Directors. A director elected to fill any vacancy shall hold office for the

unexpired term of his predecessor and until his successor is elected and

qualified. Any directorship to be filled by reason of an increase in the

number of directors may be filled by the Board of Directors for a term of

office continuing only until the next election of directors by the

shareholders.

4.4 Removal of Directors: At a meeting of shareholders called expressly for

that purpose, the entire Board of Directors, or any member thereof, may be

removed by a vote of the holders of a majority of shares then entitled to

vote at an election of such shareholders.

4.5 Regular Meetings: Regular meetings of the Board of Directors or any

committee may be held without notice at the registered office of the

corporation or at such place or places, either within or without the State of

Washington, as the Board of Directors or such committee, as the case may

be, may from time to time designate. The annual meeting of the Board of

Directors shall be held without notice immediately after the adjournment of

the annual meeting of shareholders.

4.6 Special Meetings: Special meetings of the Board of Directors may be held

at any place and at any time and may be called by the Chairman of the

Board, the President, Vice President, Secretary or Treasurer, or any two or

more directors.

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4.7 Notice of Meetings: Unless the Articles of Incorporation provide otherwise,

any regular meeting of the Board of Directors may be held without notice of

the date, time, place, or purpose of the meeting. Any special meeting of the

Board of Directors may preceded by at least two days' notice of the date,

time, and place of the meeting, but not of its purpose, unless the Articles of

Incorporation of these Bylaws require otherwise. Notice may be given

personally, by facsimile, by mail, or in any other manner allowed by law.

Oral notification shall be sufficient only if a written record of such notice is

included in the Corporation's minute book. Notice shall be deemed effective

at the earliest of. (a) receipt; (b) delivery to the proper address or telephone

number of the directors as shown in the Corporation's records; or (c) five

days after its deposit in the United States mail, as evidenced by the

postmark, if correctly addressed and mailed with first-class postage

prepaid. Notice of any meeting of the Board of Directors may be waived by

any director at any time, by a signed writing, delivered to the Corporation

for inclusion in the minutes, either before or after the meeting. Attendance

or participation by a director at a meeting unless the director promptly

objects to holding the meeting or to the transaction of any business on the

grounds that the meeting was not lawfully convened and the director does

not thereafter vote for or assent to action taken at the meeting.

4.8 Quorum: A majority of the whole Board of Directors shall be necessary at

all meetings to constitute a quorum for the transaction of business.

4.9 Waiver of Notice: Attendance of a director at a meeting shall constitute a

waiver of notice of such meeting, except where a director attends for the

express purpose of objecting to the transaction of any business because

the meeting was not lawfully called or convened. A waiver of notice signed

by the director or directors, whether before or after the time stated for the

meeting, shall be equivalent to the giving of notice.

4.10 Registering Dissent: A director who is present at a meeting of the Board

of Directors at which action on a corporate matter is taken shall be

presumed to have assented to such action unless his dissent shall be

entered in the minutes of the meeting, or unless he shall file his written

dissent to such action with the person acting as the secretary of the

meeting, before the adjournment thereof, or shall forward such dissent by

registered mail to the Secretary of the corporation immediately after the

adjournment of the meeting. Such right to dissent shall not apply to a

director who voted in favor of such action.

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4.11 Executive and Other Committees: Standing or special committees may

be appointed from its own number by the Board of Directors from time to

time and the Board of Directors may from time to time invest such

committees with such powers as it may see fit, subject to such conditions

as may be prescribed by such Board. An Executive Committee may be

appointed by resolution passed by a majority of the full Board of Directors.

It shall have and exercise all of the authority of the Board of Directors,

except in reference to amending the Articles of Incorporation, adopting a

plan of merger or consolidation, recommending sale, lease or exchange or

other disposition of all or substantially all the property and assets of the

corporation otherwise than in the equal and regular course of business,

recommending a voluntary dissolution or a revocation thereof, or amending

the Bylaws. All committees so appointed shall keep regular minutes of the

transactions of their meetings and shall cause them to be recorded in

books kept for that purpose in the office of the corporation. The designation

of any such committee and the delegation of authority thereto, shall not

relieve the Board of Directors, or any member thereof, of any responsibility

imposed by law.

4.12 Remuneration: No stated salary shall be paid directors, as such, for their

service, but by resolution of the Board of Directors. A fixed sum and

expenses of attendance, if any, may be allowed for attendance at each

regular or special meeting of such Board; provided, that nothing herein

contained shall be construed to preclude any director from serving the

corporation in any other capacity and receiving compensation therefore.

Member of standing or special committees may be allowed like

compensation for attending committee meetings.

4.13 Loans: No loans shall be made by the corporation to the directors, unless

first approved by the holders of two-thirds of the voting shares. No loans

shall be made by the corporation secured by its own shares.

4.14 Action by Directors Without a Meeting: Any action required or which

may be taken without a meeting of the directors, or of a committee thereof,

may be taken without a meeting if a consent in writing, setting forth the

action so taken, shall be signed by all of the directors, or all of the members

of the committee, as the case may be. Such consent shall have the same

effect as a unanimous vote.

4.15 Action of Directors by Communications Equipment: Any action

required or which may be taken at a meeting of directors, or of a committee

thereof, may be taken by means of a conference telephone or similar

communications equipment by means of which all persons participating in

the meeting can hear each other at the same time.

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ARTICLE 5

Officers

5.1 Designations: The officers of the corporation shall be a CEO, President,

and such Officers, Assistant Secretaries and Assistant Treasurers as the

Board may designate, who shall be elected for one year by the directors at

their first meeting after the annual meeting of shareholders, and who shall

hold office until their successors are elected and qualified. Any two or more

offices may be held by the same person, except the offices of President

and Secretary.

5.2 The President: The president shall preside at all meetings of shareholders

and directors, shall have general supervision of the affairs of the

corporation, and shall perform all other duties as are incident to his office or

are properly required of him by the Board of Directors.

5.3 Vice President: During absence or disability of the President, the

Executive Vice-Presidents in the order designated by the Board of

Directors, shall exercise all functions of the President. Each Vice-President

shall have such powers and discharge such duties as may be assigned to

him from time to time by the Board of Directors.

5.4 Secretary and Assistant Secretaries: The Secretary shall issue notices

for all meetings, except for notices for special meetings of shareholders

and special meetings of the directors which are called by the requisite

number of shareholders or directors, shall keep the minutes of all meetings,

shall have charge of the seal and the corporate books, shall make such

reports and perform other duties as are incident to his office, or are

properly required of him by the Board of Directors. The Assistant Secretary,

or Assistant Secretaries in the order designated by the Board of Directors,

shall perform all of the duties of the Secretary during the absence or

disability of the Secretary, and at other times may perform such duties as

are directed by the President or the Board of Directors.

5.5 The Treasurer: The Treasurer shall have the custody of all moneys and

securities of the corporation and shall keep regular books on account. He

shall disburse funds of the corporation in payment of the just demands

against the corporation or as may be ordered by the Board of Directors,

taking proper vouchers for such disbursements, and shall render to the

Board of Directors from time to time as may be required of him, an account

of all his transactions as Treasurer and of the financial conditions to his

office or that are properly required of him by the Board of Directors. The

Assistant Treasurer, or Assistant Treasurers in the order designated by the

Board of Directors, shall perform all of the duties of the Treasurer in the

absence or disability of the Treasurer, and at other times may perform such

other duties as are directed by the President or the Board of Directors.

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5.6 Delegation: In the case of absence or inability to act of any officer of the

corporation and of any person herein authorized to act in his place, the

Board of Directors may from time to time delegate the powers or duties of

such officer to any other officer or any director or other person whom it may

select.

5.7 Vacancies: Vacancies in any office arising from any cause may be filled by

the Board of Directors at any regular or special meeting of the Board.

5.8 Other Officers: Directors may appoint such other officers and agents as it

shall deem necessary or expedient, who shall hold their offices for such

terms and shall exercise such powers and perform such duties as shall be

determined from time to time by the Board of Directors.

5.9 Loans: No loans shall be made by the corporation to any officer, unless

first approved by the holders of two-thirds of the voting shares.

5.10 Term - Removal: The officers of the corporation shall hold office until their

successors are chosen and qualify. Any officer or agent elected or

appointed by the Board of Directors may be removed at any time, without

cause, by the affirmative vote of a majority of the whole Board of Directors,

but such removal shall be without prejudice to the contract rights, if any, of

the person so removed.

5.11 Bonds: The Board of Directors may, by resolution, require any and all of

the officers to give bonds to the corporation, with sufficient surety or

sureties, conditioned for the faithful performance of the duties of their

respective offices, and to comply with such other conditions as may from

time to time be required by the Board of Directors.

5.12 Salaries: The salaries of the officers shall be fixed from time to time by the

Board of Directors, and no officer shall be prevented from receiving such

salary by reason of the fact that he is also a director of the corporation.

ARTICLE 6

Dividends and Finance

6.1 Dividends: Dividends may be declared by the Board of Directors and paid

by the corporation out of the unreserved and unrestricted earned surplus of

the corporation, or out of the unreserved and unrestricted net earnings of

the current fiscal year, or in treasury shares of the corporation, subject to

the conditions and limitations imposed by the State of Wyoming. The stock

transfer books may be closed for the payment of dividends during such

periods of not exceeding fifty days, as from time to time may be fixed by the

Board of Directors. The Board of Directors, however, without closing the

books of the corporation, may declare dividends payable only to holders of

record at the close of business, on any business day not more than fifty

days prior to the date on which the dividend is paid.

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6.2 Reserves: Before making any distribution of earned surplus, there may be

set aside out of the earned surplus of the corporation such sum or sums as

the directors from time to time in their absolute discretion deem expedient

dividends, or for maintaining any property of the corporation, or for any

other purpose, and earned surplus of any year not set apart until otherwise

disposed of by the Board of Directors.

6.3 Depositories: The moneys of the corporation shall be deposited in the

name of the corporation in such bank or trust company or trust companies

as the Board of Directors shall designate, and shall be drawn out only by

check or other order for payment of money signed by such persons and in

such manner as may be determined by resolution of the Board of Directors.

ARTICLE 7

Notices

Except as may otherwise be required by law, any notice to any shareholder or

director may be delivered personally or by mail. If mailed, the notice shall be

deemed to have been delivered when deposited in the United States mail,

addressed to the addressee at his last known address in the records of the

corporation, with postage thereon prepaid.

ARTICLE 8

Seal

The corporate seal of the corporation shall be in such form and bear such

inscription as may be adopted by resolution of the Board of Directors, or by

usage of the officers on behalf of the corporation. The procurement of a

corporate seal shall be discretionary only, and is not required.

ARTICLE 9

Books and Records

The corporation shall keep correct and complete books and record of accounts

and shall keep minutes of the proceedings of its shareholders and Board of

Directors, and shall keep at its registered office or principal place of business, or

at the office of its transfer agent or registrar, a record of its shareholders, giving

the names and addresses of all shareholders and the number and class of the

shares held by each. Any books, records, and minutes may be in written form or

any other form capable of being converted into written form within a reasonable

time.

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ARTICLE 10

Special Corporate Acts

10.1 Execution of Written Instruments: Contracts, deeds, documents, and

instruments shall be executed by the President alone unless the Board of

Directors shall, in a particular situation, designate another procedure for

their execution.

10.2 Signing of Checks or Notes: Checks, notes, drafts, and demands for

money shall be signed by the officer or officers from time to time

designated by the Board of Directors.

10.3 Indemnification of Directors and Officers: The corporation shall

indemnify any and all directors or officers or former directors or former

officers or any person who may have served at its request as a director or

officer of the corporation or of any other corporation in which it is a creditor,

against expenses actually or necessarily incurred by them in connection

with the defense or settlement of any action, suit, or proceeding brought or

threatened in which they, or any of them, are or might be made parties, or a

party, by reason of being or having been directors or officers or a director

or an officer of the corporation, or of such other corporation. This

indemnification shall not apply, however, to matter as to which such

director or officer or former director or officer or person shall be adjudged in

such action, suit, or proceeding to be liable for negligence or misconduct in

the performance of duty. Such indemnification shall not be deemed

exclusive of other rights to which those indemnified may be entitled, under

any law, bylaw, agreement, vote of shareholders, or otherwise.

ARTICLE 11

Amendments

11.1 By Shareholders: These Bylaws may be altered, amended or repealed by

the affirmative vote of a majority of the voting stock issued and outstanding

at any regular or special meeting of the shareholders.

11.2 By Directors: The Board of Directors shall have the power to make, alter,

amend and repeal the Bylaws of this corporation. However any such

alteration, amendment, or repeal of the Bylaws, may be changed or

repealed by the holders of a majority of the stock entitled to vote at any

shareholders meeting.

11.3 Emergency Bylaws: The Board of Directors may adopt emergency

Bylaws, Bylaws: subject to repeal or change by action of the shareholders,

which shall be operative during any emergency in the conduct of business

of the corporation resulting from an attack on the United States or any

nuclear or atomic disaster.

Adopted by resolution of the Corporation's Board of Directors or incorporator on

This 28th day of December, 2010.

/s/ Mark B. Newbauer                                                 

     Mark B. Newbauer

     CEO/President

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EX-3.6

Exhibit 3.6

EX-3.7

Exhibit 3.7

EX-10.1

Exhibit 10.1

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AGREEMENT (the “Agreement”) is dated for reference the 11th day of January, 2012 (the “Effective Date”).

AMONG:

MIKE THE PIKE PRODUCTIONS,  INC.

a company incorporated under the laws of the state of  Wyoming, with an executive

office at 3601 Hobson Road,  Suite 102, Ft. Wayne, Indiana, 46815

(the “Buyer”)

AND:

SAINT JAMES FILMS, LLC

a limited liability company incorporated under the laws of the state of Arizona, with an executive office at 10645 N. Tatum Blvd., Suite 200-130, Phoenix, AZ 85028.

(the “Seller”)

WHEREAS the Seller wishes to sell to the Buyer, and the Buyer wishes to purchase from the Seller, all of the member units of ownership of Seller, as contemplated by and on the terms set forth in this Agreement.

NOW THEREFORE in consideration of the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties hereto agree as follows:

1. PURCHASE AND SALE

1.1 Subject to the terms of this Agreement, the Buyeragrees to purchase all of the Seller’s member units of ownership including all rights and privileges appurtenant thereto.

1.2 At the Closing (as defined below), as consideration for the purchase of  all of Seller’s member units of ownership, the Buyer shall issue and deliver to the Seller:

(a) 250,000 shares of the Buyer’s preferred stock representing 12.5% of the Buyer’s preferred stock outstanding at the time;

(b) the Buyer shall, after the Closing, submit for shareholder approval resolutions that establish the following rights and restrictions of shares of the Buyer’s preferred stock:

(i) conversion rights to shares of the Buyer’s common stock at a one thousand (1,000) to one (1) ratio;

(ii) voting rights for each share of the Buyer’s preferred stock equivalent to one thousand (1,000) shares of the Buyer’s common stock; and

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(iii) no dividend or liquidation rights.

  (c)   A promissory note for one hundred thousand dollars ($100,000.00) due twelve

(12) months form the date of execution of this agreement.   This promissory note

shall be convertible into stock of Buyer with its terms specifically set forth in

Exhibit A attached.

1.3 Upon execution of this agreement Saint James Films, LLC, will become a wholly-owned subsidiary of Buyer.

2.           CLOSING

2.1 The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur as soon as practicable after this Agreement is executed by the parties hereto,

2.2 In addition to the covenants of the Buyer set out in section 1, at the Closing:

(a)        the Buyer shall appoint Mark B. Newbauer to the Board of Directors of Saint. James Films, LLC.

(b)        the Buyer shall appoint Theodore Chalmers to the Board of Directors of Saint James Films, LLC.

3. REPRESENTATIONS AND WARRANTIES

3.1           Representations and Warranties of the Seller

(a) Organization; Power. The Seller is a LLC incorporated and legally existing under the laws of the state of Arizona, and has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

(b) Authorization. The execution, delivery and performance of this Agreement and all other agreements contemplated by this Agreement to which the Seller is a party have been duly and validly authorized by all necessary corporate action of the Seller. This Agreement and all other agreements contemplated by this Agreement, when executed and delivered by the parties thereto, shall constitute legal, valid, and binding obligations of the Seller, enforceable against the Seller in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and similar laws affecting the rights of creditors generally or judicial limits on equitable remedies.

(c) Conduct of Business; Liabilities. Except for any specified obligations of the Seller, described herein, the Seller is not in default under, and no condition exists that with notice or lapse of time or both would constitute a default of the Seller under:

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(i) any mortgage, loan agreement, indenture, evidence of indebtedness, or other instrument evidencing borrowed money to which the Seller is a party or by which the Seller is bound; or

(ii) any judgment, order or injunction of any court, arbitrator or governmental agency that would reasonably be expected to affect materially and adversely the assets of the Seller’s business, financial condition or results of operations.

(d) No Adverse Consequences. The execution, delivery and performance of this Agreement by the Seller will not:

(i) result in the creation or imposition of any lien, security interest, charge or encumbrance on the seller’s assets;

(ii) violate or conflict with, or result in a breach of, any provision of the Seller’s Articles of Incorporation, Formation or Bylaws;

(iii) violate any law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority applicable to the Seller, or

(iv) conflict with, constitute grounds for termination or acceleration of, result in the breach of the terms, conditions, or provisions of, result in the loss of any benefit to the Seller under, or constitute a default under (whether by virtue of the application of a “change of control” provision or otherwise) any agreement, instrument, license or permit to which either the Seller is a party or by which the Seller is bound.

(e) No Undisclosed Liabilities. Except for as set forth in recorded filings against seller or the assets transferred herein, the assets transferred herein are not subject to any material liability or obligation.

(f) Litigation. Except as set forth herein, there are no actions, suits, proceedings, orders, investigations, or claims pending or, to the Seller’s knowledge, threatened against the Seller or any of the Seller’s assets, at law or in equity, and the Seller is not subject to any arbitration proceedings or, to the Seller’s knowledge, any governmental investigations or inquiries.

(g) Tax Matters. The Seller has filed all United States, state, local and foreign tax returns and reports required to be filed and has paid all taxes shown as due thereon, and no taxing authority has asserted any deficiency in the payment of any tax or has informed the Seller that it intends to assert any such deficiency or to make any audit or other investigation of the Seller for the purpose of determining whether such a deficiency should be asserted against the Seller.

(h) Compliance with Laws. The Seller is in material compliance with all laws, statutes, ordinances, regulations, orders, judgments or decrees applicable to it, the enforcement of which, if the Seller were not in compliance therewith, would have a material adverse effect on the business and operations of the Seller. The Seller has not received any notice of any asserted present or past failure by the Seller to comply with such laws, statutes, ordinances, regulations, orders, judgments or decrees.

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(i) Environmental, Health and Safety Matters. The Seller has obtained, has complied with, and is in compliance with, in each case in all material respects, all permits, licenses and other authorizations that are required pursuant to applicable environmental, health and safety legislation for its assets and operations. The Seller has not received any written or oral notice, report or other information regarding any actual or alleged material violation of any applicable environmental, health and safety legislation, or any material liabilities or potential material liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), including any material investigatory, remedial or corrective obligations, relating to its assets arising under applicable environmental, health and safety legislation.

(j) Permits and Licenses. The Seller holds, and at all times has held, all permits necessary to operate its business pursuant to all applicable statutes, laws, ordinances, rules and regulations of all government bodies, agencies and other authorities, except when the failure to hold any permit would not have a material adverse effect on the business. The Seller is in material compliance with all the terms of each permit, and there are no claims of material violation by the Seller of any permit. All applicable government entities and agencies that have issued any permits have consented or, prior to the Closing, shall have consented (when such consent is necessary) to the transfer of its assets without requiring any modification of the Seller’s rights or obligations under such permits.

(k) Accuracy of Representations and Warranties. None of the representations and warranties of the Seller contain any untrue statement of material fact or omit any material fact necessary to the statements contained in this Agreement and are not misleading.

3.2           Representations and Warranties of the Buyer

(a) Organization; Power. The Buyer is a corporation incorporated and legally existing under the laws of the state of Wyoming and has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

(b) Authorization. The execution, delivery and performance of this Agreement and all other agreements contemplated by this Agreement to which the Buyer is a party have been duly and validly authorized by all necessary corporate action of the Buyer. This Agreement and all other agreements contemplated by this Agreement, when executed and delivered by the parties thereto, shall constitute legal, valid and binding obligations of the Buyer, enforceable against the Buyer in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency and similar laws affecting the rights of creditors generally or judicial limits on equitable remedies.

(c) No Conflict with Other Instruments or Agreements. The execution, delivery and performance of this Agreement by the Buyer shall not:

(i) violate or conflict with, or result in a breach of, any provision of the Buyer’s Articles of Incorporation or Bylaws;

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(ii) violate any law, judgment, order, injunction, decree, rule, regulation or ruling of any governmental authority applicable to the Buyer; or

(iii) conflict with, constitute grounds for termination or acceleration of, result in a breach of the terms, conditions, or provisions of, result in the loss of any benefit to the Buyer under, or constitute a default under (whether by virtue of the application of a “change of control” provision or otherwise) any agreement, instrument, license or permit to which either the Buyer is a party or by which the Buyer is bound.

(d) Governmental Authorities. The Buyer is not required to submit any notice, report, or other filing with any government or regulatory authority in connection with the Buyer’s execution, delivery and performance of this Agreement, and no consent, approval, or authorization of any government or regulatory authority is required to be obtained by the Buyer in connection with the Buyer’s execution, delivery and performance of this Agreement.

(e) Environmental, Health and Safety Matters. The Buyer has obtained, has complied with, and is in compliance with, in each case in all material respects, all permits, licenses and other authorizations that are required pursuant to applicable environmental, health and safety legislation for its assets and operations.

(f)         Litigation. There are no actions, suits, proceedings, orders, investigations or claims pending or, to the Buyer’s knowledge, threatened against the Buyer or its properties, assets, operations or businesses, at law or in equity, and the Buyer is not subject to any arbitration proceedings or, to the Buyer’s knowledge, any governmental investigations or inquiries that would have any material effect on the terms of this Agreement..

(h)        Accuracy of Disclosures.  All public disclosures of Buyer made in compliance with SEC (such as 10-Ks, 10-Qs, 8-Ks, etc.) or any other regulatory body are true and correct and do not contain any untrue statement of material fact or omissions of any material fact.

(i) Tax Matters. The Buyer has filed all United States, state, local and foreign tax returns and reports required to be filed and has paid all taxes shown as due thereon, and no taxing authority has asserted any deficiency in the payment of any tax or has informed the Buyer that it intends to assert any such deficiency or to make any audit or other investigation of the Buyer for the purpose of determining whether such a deficiency should be asserted against the Buyer.

(j) Accuracy of Representations and Warranties.  None of the representations or warranties of the Buyer contain any untrue statement of material fact or omit any material fact necessary to make the statements contained in this Agreement not misleading.

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3.3 All representations, warranties, covenants and agreements made in this Agreement or in any exhibit, schedule, certificate or agreement delivered in accordance with this Agreement shall survive the Closing. The Seller’s and Buyer’s representations and warranties shall survive the Closing for a period of not less than two (2) years, with the exception of warranties of title, which shall survive in accordance with the provisions of applicable laws.

4.           CONDITIONS PRECEDENT

4.1           Conditions Precedent to the Buyer’s Obligations

(a) Available Information.The Seller shall have provided the Buyer with all available information regarding the assets being purchased.

(b) Representations and Warranties. Each of the representations and warranties made by the Seller in this Agreement shall be true and correct in all material respects at the Closing with the same effect as though such representations and warranties were made at that time, except for changes contemplated, permitted or required by this Agreement. The Seller shall have performed and complied with all agreements, covenants and conditions required of the Seller under this Agreement.

(c) No Proceeding or Litigation. No action, investigation, suit or proceeding by or before any court, government or regulatory authority shall have been commenced and be continuing against the Seller, and no action, investigation, suit or proceeding shall have been threatened against the Seller or any of its affiliates, associates, officers or directors, seeking to restrain, prevent or alter the terms of this Agreement, questioning the validity or legality of this Agreement or seeking damages in connection with this Agreement other then what has been disclosed herein.

(d) Material Change. The Seller shall not have suffered any material adverse change in its business, prospects, financial condition, working capital, assets, liabilities (absolute, accrued, contingent, or otherwise) or operations.

(e) Film Production.  Theodore Chalmers agrees to act as Executive Producer for each of the film projects of Saint James Films, LLC, on an ongoing basis from the date of closing of this Agreement.  He shall be responsible for nurturing each project from development through to best possible sale for each project, toward the collective benefit for all involved.  His involvement as Executive Producer is an integral condition of this Agreement and shall continue for a minimum period of two (2) years.   Mr. Chalmers agrees, as a further integral condition of this Agreement, to produce not less than five (5) films or movies per year for a period of not less than two (2) years.  All parties agree that Gennaro Buonocore shall be assigned producer’s credits on any motion picture produced by the company during this period.

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(e) Corporate Action. The Seller shall have furnished the Buyer with a copy, certified by an authorized signatory of the Seller, of the Seller’s resolutions authorizing the execution, delivery and performance of this Agreement.

4.2           Conditions Precedent to the Seller’s Obligations

(a) Debt Obligations. The Buyer shall have no outstanding debt obligations as a requirement to consummate the transaction other than those filed under OTC Markets.

(b)        Funding of Films.  Buyer shall, on a best efforts basis, fund the production of not less than five (5) films or movies, budgeted at approximately $15,000.00 to $25,000.00 each, for its Saint James Films, LLC subsidiary during the course of the first twelve months of operation after the date of acquisition according to the terms of this Agreement.

(c)        Representations and Warranties. Each of the representations and warranties

            made by the Buyer in this Agreement shall be true and correct in all material

            respects at the Closing with the same effect as though such representations and

            warranties were made at that time, except for changes contemplated, permitted

            or required by this Agreement. The Buyer shall have performed and complied

            with all agreements, covenants, and conditions required of the Buyer under this

            Agreement.

(d)       No Proceeding or Litigation. No action, investigation, suit or proceeding by or

           before any court, government or regulatory authority shall have been commenced

           and be continuing against the Buyer, and no action, investigation, suit or

           proceeding shall have been threatened against the Buyer or any of its affiliates,

           associates, officers or directors, seeking to restrain, prevent or alter the terms of

           this Agreement, questioning the validity or legality of this Agreement or seeking

           damages in connection with this Agreement other then what is disclosed herein.

(e)      Corporate Action. The Buyer shall have furnished the Seller with a copy, certified

           by an authorized signatory of the Buyer, of the Buyer’s resolutions authorizing the

           execution, delivery and performance of this Agreement.

5.           CONDUCT OF THE SELLER PENDING THE CLOSING

5.1 Prior to the Closing, the Seller shall operate the its business in a manner consistent with past practice, and the Seller shall continue to use its reasonable efforts to keep available the services of current management and to preserve its current relationships with persons having business dealings with it.

5.2 Prior to the Closing, the Seller shall use, preserve and maintain, as far as practicable, in the ordinary course of business, all of its assets and business operations to the same extent and in the same condition as on the date of this Agreement. Without the Buyer’s prior written consent, the Seller shall not sell, transfer or encumber its assets or make any commitments relating to said assets, except in the ordinary course of business.

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5.3 The Seller shall comply in all material respects with all statutes, laws, ordinances, rules and regulations applicable to the Seller and its business operations in the ordinary course of business.

5.4 Prior to the Closing, the Seller shall notify the Buyer promptly of any material and  adverse change in its assets or business operations.

6.           JOINT COVENANTS

6.1 Without limiting any other obligations of the Seller and the Buyer herein, the Seller and the Buyer shall each use their best efforts to comply with all applicable securities laws and to satisfy the conditions set forth in this Agreement.

6.2 No press releases, other public announcements or notices to customers concerning the transactions contemplated by this Agreement shall be made by the Buyer or the Seller without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that nothing herein shall prevent the parties from supplying information or making statements as required by any government authority or in order for the parties to satisfy their legal obligations (prompt notice of which shall, in any such case, be given to the parties).

6.3 On the reasonable request of any party after the Closing, the other parties shall take all action and execute all documents and instruments necessary or desirable to consummate and give effect to this Agreement.

7.           TERMINATION

7.1 This Agreement may only be terminated in writing with the mutual consent of the parties hereto.

8.           INDEMNIFICATION

8.1 Notwithstanding any investigation by the Buyer, from and after the Closing, the Seller shall indemnify, hold harmless, and defend the Buyer and its subsidiaries, shareholders, affiliates, officers, directors, employees, agents, successors and permitted assigns (collectively, the “Buyer’s Indemnified Persons”) from and against, and reimburse each of the Buyer’s Indemnified Persons with respect to, any and all losses, damages, liabilities, costs, and expenses, including interest from the date of such loss to the time of payment, penalties, and reasonable attorney fees (collectively, “Damages”) incurred by any of the Buyer’s Indemnified Persons by reason of or arising out of or in connection with any breach or inaccuracy of any surviving representation or warranty of the Seller made in this Agreement, and any failure by the Seller to perform any covenant required to be performed by the Seller pursuant to this Agreement. This indemnification extends to any Damages suffered by any of the Buyer’s Indemnified Persons, whether or not a claim is made against any of the Buyer’s Indemnified Persons by any third party.  The Seller’s liability pursuant to this indemnification shall not exceed the consideration the Seller shall receive pursuant to this Agreement and in no event more than $1,000,000.00 in actual damages only.  All provisions of this indemnification are expressly limited to actual damages only.

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8.2 Notwithstanding any investigation by the Seller, from and after the Closing, the Buyer shall indemnify, hold harmless, and defend the Seller and its subsidiaries, shareholders, affiliates, officers, directors, employees, agents, successors and permitted assigns (collectively, the “Seller’s Indemnified Persons”) from and against, and reimburse each of the Seller’s Indemnified Persons with respect to, any and all Damages incurred by any of the Seller’s Indemnified Persons by reason of or arising out of or in connection with any breach or inaccuracy of any representation or warranty of the Buyer made in this Agreement, and any failure by the Buyer to perform any covenant required to be performed by the Buyer pursuant to this Agreement. This indemnification extends to any Damages suffered by any of the Seller’s Indemnified Persons, whether or not a claim is made against any of the Seller’s Indemnified Persons by any third party. The Buyer’s liability pursuant to this indemnification shall not exceed the consideration the Buyer shall receive pursuant to this Agreement and in no event more than $1,000,000.00 in actual damages only.  All provisions of this indemnification are expressly limited to actual damages only.

8.3       The remedy provided by this section 8 shall be exclusive as to both parties with exception only for a determination of equitable relief.

9.           GENERAL PROVISIONS

9.1 Waiver. The failure of any party to comply with any obligation, covenant, agreement or condition in this Agreement may be waived by the party entitled to the performance of such obligation, covenant or agreement or by the party who has the benefit of such condition, but such waiver or failure to insist on strict compliance with such obligation, covenant, agreement or condition shall not operate as a waiver of, or estoppel with respect to, any subsequent or other failure.

9.2 Amendment. This Agreement may not be amended unless consented to in writing by the Buyer and the Seller.

9.3 Assignment. This Agreement may not be assigned by either party without the prior written consent of the other party hereto.

9.4 Notices. Any notice or communication required or permitted to be given under this Agreement shall be given in writing and shall be considered to have been given if delivered by hand, transmitted by facsimile transmission or mailed by prepaid registered post in the United States, to the address or facsimile transmission number of each party set out below:

To the Buyer:

MTP Productions, Inc.

Attn: Mark B. Newbauer

3601 Hobson road, Suite 102

Ft. Wayne, IN 46815

Facsimile: (310) 957-2656

To the Seller:

Saint James Films, LLC

Attn: Theodore Chalmers

10645 N. Tatum Blvd., Suite 200-130,

Phoenix, AZ 85028

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or to such other address or facsimile transmission number as either party may designate in the manner set out above;

Any notice or communication shall be considered to have been received:

(a) if delivered by hand during business hours on a business day, upon receipt by a responsible representative of the receiving party, and if not delivered during business hours, upon the commencement of business on the next business day;

(b) if sent by facsimile transmission during business hours on a business day, upon the sender receiving confirmation of the transmission, and if not transmitted during business hours, upon the commencement of business on the next business day; and

(c) if mailed by prepaid registered post in the United States, upon the fifth business day following posting; except that, in the case of a disruption or an impending or threatened disruption in postal services every notice or communication shall be delivered by hand or sent by facsimile transmission.

9.5 Arbitration.All disputes arising under this Agreement shall be arbitrated by a mediator agreed upon by the parties prior to commencing any litigation.

9.6 Currency. All references to currency in this Agreement are to U.S. dollars unless otherwise stated.

9.7 Time of the Essence. Time shall be of the essence of this Agreement.

9.8 Invalidity.The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision and any such invalid or unenforceable provision shall be deemed to be severable.

9.9 Entire Agreement.The provisions of this Agreement constitute the entire agreement between the parties and supersede all previous communications, representations and agreements, whether oral or written, between the parties with respect to the subject matter of this Agreement.

9.10 Enurement.This Agreement shall enure to the benefit of and be binding upon the parties and, except as otherwise provided or as would be inconsistent with the provisions of this Agreement, their respective heirs, executors, administrators, successors and assigns.

9.11 Independent Legal Advice. Each of the parties to this Agreement confirms and acknowledges that it has been provided with an opportunity to seek independent legal advice with respect to its rights, entitlements, liabilities and obligations hereunder and understands that it has been recommended that such advice be sought prior to entering into this Agreement.

9.12 Counterparts.  This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that this Agreement is signed by one party and faxed to another, the parties agree that a faxed signature shall be binding upon the parties as though the signature was an original.

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9.13 Venue.  This agreement may be interpreted under the laws of the State of Indiana and any and all legal actions shall hold venue in the State of Indiana.

IN WITNESS WHEREOF this Agreement has been executed by the parties, and is effective as of the date of the last signature appearing below.

MTP PRODUCTIONS, INC.

/s/   Mark B. Newbauer                                                                                                             January 11, 2012

By:  Mark B. Newbauer, CEO/Producer                                                                                    Date

Saint JAMES FILMS, LLC.

Per:

/s/   Theodore Chalmers                                                                                                            January 11, 2012

By: Theodore Chalmers                                                                                                                Date

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EXHIBIT  A

CONVERTIBLE PROMISSORY NOTE

$100,000

This Convertible Promissory Note (the “Note”) is dated for reference the ____ day of January, 2012 (the “Effective Date”).

Maker:                                   MIKE THE PIKE PRODUCTIONS INC.

Address:       3601 Hobson Road. Suite 102, Ft. Wayne, IN 46815

Phone:           1-310-986-2731

Payee:                                    SAINT JAMES FILMS, LLC

Address:        15508 W. Bell Road, Suite 101, 310

                         Surprise, AZ 85374

Phone:

RECITALS:

A. WHEREAS pursuant to an Purchase and Sale Agreement among Maker and Payee dated January 30, 2012 (the “Agreement”),  Maker has agreed to pay to Payee the sum of $100,000 in principal pursuant to and in accordance with the terms and conditions of this Note; and

NOW, THEREFORE:

1. Promise to Pay.  In consideration for Payee selling all of its units of ownership, Maker promises to pay to the order of Payee, at Payee’s address set out above or at such other place as Payee may designate by written notice to Maker, the principal sum of $100,000 (the “Principal Balance”), together with any accrued interest and any fees or charges under this Note. If the accrued interest and any fees or charges under this Note exceed the actual payment received from Maker, then Payee shall have the right to add the difference to (and have it become part of) the unpaid Principal Balance. This Note reflects all monies due by Maker to Payee as of the date of the Agreement.

2. Interest.  The Principal Balance shall be repaid at any time by Maker to Payee with interest, which shall accrue on the unpaid Principal Balance at the rate often percent (10%) per year, compounded semi-annually beginning on the date of execution of the above-referenced Purchase and Sale Agreement, and shall continue to accrue until all sums due under this Note are paid in full.

3. Terms of Repayment.  The unpaid Principal Balance, together with any accrued interest, shall be payable as follows:

This entire remaining principal of the promissory note, together with any and all accumulated interest and/or  fees shall be due payable in full not later than twelve months from the date of execution of the Purchase and Sale Agreement referenced above (the “Maturity Date”).

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4.         Default.  If any payment under this Note is not received by Payee within ten (10) days ofits due date the entire unpaid Principal Balance, together with any accrued interest andany fees or charges, shall immediately become due to Payee.

5. Default Conversion Rights.

(a) If payment in full under this Note is not made to Payee by within ten (10) day of the Maturity Date, Maker shall have the option to convert all or a portion of the unpaid Principal Balance, together with any accumulated interest and any fees or charges (a “Default Conversion”), into the number of shares of Maker’s common stock (the "Default Conversion Shares") equal to up to one hundred percent (100%), or any portion thereof, of the unpaid Principal Balance, together with any accrued interest and any fees or charges.  The conversion shall be at a price equal to the average daily closing price as computed over the entire term of the promissory note, then discounted ten percent (10%).

 (b) Payee shall give written notice of any default to Maker,  at Maker’s address specified above. If Maker elects to effect a Default Conversion, then such Default Conversion shall be deemed to have been effected at the close of business on the date on which such default notice shall have been sent.

(c) As promptly as practicable but in no event later than ten (10)Business Days after any Default Conversion, Maker, at its expense, shall cause Payee's name to be entered in the register of the shareholders of Maker in respect of the Default Conversion Shares and shall issue to Payee certificates evidencing same and deliver them to Payee at Payee’s address set out in the Conversion Notice, at Maker’s expense. "Business Day" for this purpose means any day other than a Saturday, Sunday or other day on which banks in the city of Ft. Wayne, Indiana are required or authorized to be closed.

7. Prepayment.  Maker may prepay this Note at any time, in whole or in part, without penalty or premium.

8. Costs and Attorneys’ Fees.  Maker agrees to pay Payee any costs Payee may incur as a result of Maker’s failure to make the payments provided for in this Note, including Payee’s attorneys’ fees, whether or not Payee files any type of court action or suit. If  Payee files a court action or suit and wins, Maker agrees to pay, in addition to the amounts due under this Note, Payee’s court costs and its reasonable attorneys’ fees as determined by the trial court and any appellate court or courts in the event the case is appealed, and on any petition for review.

9. Consent and Waiver.  All suretyship defenses, including presentment, notice of dishonor and protest, are hereby waived by Maker and any endorsers of this Note. Any extension, waiver or renewal shall not affect the liability of Maker or any endorser.

10. Controlling Law.  The laws of the State of Indiana shall be applicable for purposes of governing, construing and determining the validity of this Note and this transaction. The parties agree to attorn to the non-exclusive jurisdiction of Indiana for any dispute relating to this Note.

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11. Security.  Pursuant to the terms of this Note, the convertible option of this Note shall provide the security for Payee.

12. Authority of Signatories.  Maker (and the undersigned representative of Maker, if any) represents that Maker has the full power, authority and legal right to execute and deliver this Note, and that this Note constitutes a valid and binding obligation of Maker.

13. Notices.  Any notice or communication required or permitted to be given under this Note shall be in writing and shall be considered to have been given if delivered by hand or mailed by prepaid registered post in the United States, to the address of each party set out above, or to such other address as either party may designate in the manner set out above.

Any notice or communication shall be considered to have been received:

(a) if delivered by hand during business hours on a business day, upon receipt by a responsible representative of the receiving party, and if not delivered during business hours, upon the commencement of business on the next business day; and

(b) if mailed by prepaid registered post in the United States, upon the fifth (5th) business day following posting; except that, in the case of a disruption or an impending or threatened disruption in postal services every notice or communication shall be delivered by hand or sent by facsimile transmission.

14. General Provisions.  With respect to this Note, time shall be of the essence. Payments received on this Note may be applied by Payee in such manner and in such amounts and at such time or times and in such order and priority as Payee may see fit to the payment or reduction of such portion of this Note and/or such indebtedness, as Payee may elect.Thewords “Payee” and “Maker” shall include their respective successors, assigns, heirs, executors and administrators.

15. Successors; Assigns; Third-Party Beneficiaries. The provisions of this Note shall be binding upon the parties hereto and their respective heirs, successors and permitted assigns. Neither this Note nor the rights or obligations of any party may be assigned without the prior written consent of the other party. Any attempted assignment in contravention of this Note shall be null and void and of no effect. This Note is for the sole benefit of the parties hereto and their respective heirs, successors and permitted assigns and no provision hereof, whether express or implied, is intended, or shall be construed, to give any other person any rights or remedies, whether legal or equitable, hereunder.

16. Amendments.  This Note may not be amended, modified or supplemented except in writing signed by Maker and Payee.

17. Currency.  All references to currency in this Note are to U.S. dollars.

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THE TERMS OF THIS AGREEMENT SHOULD BE READ CAREFULLY BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. NO OTHER TERMS OR ORAL PROMISES NOT CONTAINED IN THIS WRITTEN CONTRACT MAY BE LEGALLY ENFORCED. YOU MAY CHANGE THE TERMS OF THIS AGREEMENT ONLY BY ANOTHER WRITTEN AGREEMENT.

IN WITNESS WHEREOF and intending to be legally bound, Maker and Payee have executed this Note as of the Effective Date.

MAKER                                                                                                               PAYEE

Per: Saint James Flims, LLC                                                                              Per: MTP Productios, Inc.

/s/  Theodore Chalmers                                                                                  /s/   Mark B. Newbauer                                                                  

Theodore Chalmers, Managing Member                                                               Mark B. Newbauer, CEO

/s/  Genarro Bounocore                                 

Genarro Buonocore, Member

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EX-10.2

Exhibit 10.2

TOMCAT FILMS LLC

DISTRIBUTION AGREEMENT

TomCat Films LLC, an Arizona Limited Liability Corporation, (“Distributor”) is pleased to extend an offer to distribute your motion picture.  The following are the terms under which will distribute your motion picture.  All terms not otherwise defined herein have the meanings ascribed to them under the IFTA Standard Terms and Schedule of Definitions.

Rights Owner(s)/Licensor(s):             Saint James Films LLC

and Mike The Pike Productions, Inc.

(the “Licensor”)

Motion Picture:                                     See Attached Schedule “A”

(the “Picture”)

License Term:  Ten (10) Years following the mutual execution of this agreement.  This agreement may be extended upon mutual written approval.

Licensed Rights:  Licensor grants, assigns and licenses to Distributor, solely and exclusively, with full right of sublicense, all Rights to distribute, exhibit, market and exploit the Picture in All Rights including Theatrical, Videogram, Television, Ancillary Hotel, Ships and Airlines, and Digital rights, which shall include all rights whether now known or later devised, throughout the Territory as set forth below and in Schedule I attached hereto.

Reserved Media:  All other media and rights, including but not limited to, print and electronic publishing, radio, dramatic, merchandising, music publishing, sequel, remake and spin-off rights to the soundtrack are reserved to Licensor.

Territory:  All countries, states and regions, including the United States of America and Canada.

Authorized Languages:  All

Delivery Date:  As agreed between the parties from time to time.

Possession of Masters:  Distributor agrees to service this agreement via a third party Servicing Company at no additional service cost to Licensor.  Licensor may retain possession. In that instance, Distributor will be given a lab access letter.  The Lab is to be mutually agreed between the Licensor and Distributor.

Sales Plan:  Distributor represents and warrants that it maintains relationships with television and DVD buyers within the Territory and will attend the major international film markets including AFM 2011 and Cannes Marche du Film 2012.

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Recoupable Expenses:  As used herein, the term “Recoupable Expenses” shall mean all of Distributor's actual expenses on behalf of the Picture limited as follows:

(i)   Market Expenses:

These expenses shall be capped at $2,500 per film.  No additional deduction may be retained for such marketing expenses, unless agreed in writing.   The expenses may include all costs to attend Picture markets such as AFM and Cannes. Such expenses include airfare, hotel, shipping, telephone and staff expenses incurred to attend a Picture market. Distributor agrees to attend no less than two (2) markets during the first year of distribution which will commence with the effective execution of this contract.

(ii)   Promotional Expenses:

These expenses shall be included in the Distribution Fee.  No deduction may be retained for such Promotional expenses.   These expenses include the cost of preparing posters, one-sheets, trailers and advertising. Distributor will use reasonable commercial efforts to promote the Picture, and will promote the Picture in a no less favorable manner than any of Distributor's other Pictures.

(iii)    Distribution Expense:

These expenses ARE recoupable from Licensors share and shall be agreed in writing.  They are any deliverable item that is required to service any deal entered into hereunder.  They may include the cost to create elements, masters, music and effects tracks, dialogue lists, music cue sheets, legal filings such as copyright or trademark, etc. or any of the required items on the attached schedule 3.  Mutual agreement is hereby given for all required elements on said schedule.  Licensor shall have first option to create such elements and deliver without charge.  A notice will be given in writing and if not delivered to Distributor within 30 days, then Licensor forfeits the right to deliver at its own cost.

Consultation:  Distributor will provide reasonable and meaningful consulting in good faith on marketing plans before artwork is commissioned and marketing campaign begins. Distributor or its Licensees may edit the Picture to meet censorship requirements as necessary. No other editing of the Picture is permissible without Licensor’s prior written approval.

Credits:  Distributor may, at its own, sole election and expense, may receive credit in the main titles, in the form of Distributor’s name and logo (first position on screen).

Distributor may change the title of the Picture.

Insurance:  Licensor shall provide all necessary documentation to support its affidavit of rights and provide Errors and Omissions insurance.  If not provided and required by a third party licensee, Distributor will purchase a policy with the Licensor as the primary insured and will list itself as an additional insured.  The cost of such a policy will be deducted from any amount due to the Licensor, plus a surcharge of 10% or $1,000 (whichever is greater).

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Indemnity:  Licensor shall be defended and indemnified for any losses incurred as a result of Distributor’s breach of contract and for any liability arising from material added to the Picture, or changes made by Distributor.

Each party shall defend, indemnify and hold the other party, its licensees, employees, agents, representatives and assigns (as the case may be), harmless from and against any and all actions, claims, damages, expenses and liabilities, including, without limitation, reasonable outside attorneys' fees, arising out of a breach of any of the covenants, representations or warranties contained in this Agreement, or in the exercise or attempted exercise of any of the rights, licenses or privileges herein granted or purported to be granted, or by reason of any claim, action or proceeding asserted or instituted, relating to or growing out of any such breach or failure or claim of breach or any failure of any of the covenants, agreements, warranties or representations made under any provision of this Agreement.

Assignment:  No assignment of this Agreement may be made by Distributor without the prior approval of Licensor, other than to another entity, which is controlled by Distributor or its Principal, Ted Chalmers  Notwithstanding the foregoing, no prior approval of Licensor is required with respect to (i) any assignment, in whole or part, of Distributor’s rights and obligations under this Agreement in connection with any business combination, finance agreement, merger, sale of substantially all of the assets or change of control of Distributor, or (ii) any assignment to any sub-licensee or sub-distributor or use of an agent to exploit any Licensed Right.

Licensor may freely assign or transfer this Agreement or any of its rights under this Agreement, but no such assignment or transfer will relieve Licensor of its obligations under this Agreement, unless it is to a Person who acquires all or substantially all of Licensor's assets and fully assumes all of the obligations hereunder.

Anti-Piracy Provisions:  Distributor will include on each Copy of the Picture distributed under its authority any copyright notice, work identifier and anti-piracy warning supplied by Licensor.

Guarantee:  There shall be no guarantee.

Payment Terms:  Distributor shall be entitled to all Recoupable Expenses, which shall be deducted from the Licensor’s Share of Gross Receipts for each Licensed Right.  Gross Receipts shall equal actual income received by Distributor from exhibitors, distributors, licensees, buyers (“Sub-Licensees”) and may be net of such Sub-Licensees’ fees and expenses provided that Distributor will not deduct any expenses or fees for any agency agreement entered into between Distributor and such agent, unless approved in writing.  Gross receipts shall not be reduced by any taxes (including without limitation, income, gross receipts, or sales taxes), except withholding taxes as applicable in the country of origin from which payment is sent but off-set by collection costs.

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Licensor and Distributor shall share the Gross Receipts arising from Distributor’s exploitation of the Picture as follows:

Distribution Fee:  Distributor shall be entitled to twenty percent (20%) of the Gross Receipts from sales in the Territory and after deduction of the approved Recoupable Expenses, Licensor shall be entitled to the remaining eighty percent (80%) of Gross Receipts.

With regard to deduction of Recoupable Expenses, cross-collateralization of expenses and receipts shall apply to all sales in the Territory.  There shall be no cross-collateralization with other motion pictures of Distributor.

This revenue split shall apply to all revenues received from exploitation of the licenses granted to Distributor for the Picture.

Nothing herein shall be construed to preclude Distributor from entering into licenses with territorial distributors (e.g., a German distributor).  For avoidance of doubt, Distributor may enter into an agreement with sub-distributor in which the term length exceeds the term length hereunder.  The maximum term limit shall be Twenty (20) Years.

Delivery of full and complete chain of title to Distributor shall be a condition precedent to all of Distributor’s payment obligations.  Approval or rejection of delivery items will be made by Distributor within forty-five (45) days from delivery of all items. Any item not rejected in writing by Distributor will be deemed approved.

Accountings

(A)   Thirty (30) Days from the end of each month, Distributor will render or cause to be rendered to Licensor and his representative, Monthly accounting statements commencing after the first film market, i.e. AFM, Cannes, for the term of this Agreement. All monies due and payable to Licensor pursuant to this Agreement will be paid to Licensor simultaneously with the rendering of such statements.

Upon written request, Distributor shall supply Licensor and its producer’s rep with copies of all fully executed sub-license contracts entered into hereunder within 30 days of the request.

Failure to provide copies of sub-license contracts shall not itself constitute a material breach of this agreement and any such copies not provided shall be sent within ten (10) days of Notice by Licensor.

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(B) Distributor shall keep and maintain at its principal office in the United States until expiration of the Term and for a period of five (5) years thereafter, complete detailed, permanent, true and accurate books of  account and records relating to the distribution and exhibition of the Picture, including, but not limited to, gross collections derived there from, detailed billings thereon, detailed records of expenses that have been deducted from collections received from the exploitation of the Picture, and the whereabouts of trailers, accessories and other material in connection with the Picture. Records shall be kept in accordance with U.S. generally accepted accounting principles. Licensor shall be entitled to inspect such books and records of Distributor relating to the Picture during regular business hours and shall be entitled to audit such books and records of Distributor relating to the Picture upon thirty (30) days written notice to Distributor; provided that not more one audit is conducted during each calendar year; and further provided that such audit shall last not more than thirty (30) consecutive business days once commenced and does not interfere with Distributor’s normal business operations. Within thirty (30) days of the completion of the audit, Licensor will furnish Distributor with a copy of said audit. In the event that the audit discloses that Licensor has been underpaid 5% or more, Distributor shall reimburse Licensor for all audit costs.  Otherwise, all audit expenses shall be borne by the Licensor.

(C) All Guild Residual obligations, if any, shall remain with the Licensor. It is understood that Licensor has no SAG or other Guild obligations related to Picture(s).

Payments: All monies due and payable hereunder shall be received by a mutually approved, third party collection account such as Compact Collections, Fintage or Freeway (hereby approved).  Such third party shall adjudicate the disbursement of all revenues received as per the terms set forth herein or via any mutually executed written amendment or instruction.  Such third party shall provide accounting of all revenues to all parties herein and make disbursements on a monthly basis.  Responsibility of accounting shall remain with Distributor.  All fees associated with the collection account shall be borne by the Licensor and shall not exceed 3% of gross amounts received.  All payments, wires, etc. shall be made payable to “Saint James Films, LLC” and sent to: 3601 Hobson Rd, Ste102,  Fort Wayne, IN  46815.

Defaults: The parties shall give each other at least ten (10) days written notice of any alleged default before taking any action to enforce their rights.

Allocation of Package Revenue: If Licensor’s Picture is included in a package with other Pictures licensed to a third party, then the price allocated to the Picture shall be on the basis of a reasonable allocation of revenues in light of the commercial worth of the Pictures in the package. Whenever the Picture is sold as part of a package, Distributor shall disclose the licensee fee allocated to each Picture in the package so long as the titles are not revealed due to confidentiality.

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Confidentiality:  This Agreement, as well as any data or materials shared with Licensor, together with any and all discussions, whether written, oral, electronic or otherwise, will be held in the strictest of confidence.  The terms of this Agreement may not be disclosed to any third party, other than representatives of the parties, without the prior written consent of the other party, unless such disclosure is otherwise required by law.

Distributor’s Representations and Warranties:

Distributor warrants to Licensor that the following are true and correct, as of the date of this Agreement and will remain so throughout the License Term:

1) Distributor has the authority to enter into this Agreement and there are and, to the best of Distributor's knowledge and belief, will be, no claims, actions, suits, arbitrations, or other proceedings or investigations pending or threatened against or affecting the Distributor’s ability to fulfill its obligations under this Agreement, at law or in equity, or before any federal, state, county, municipal or other governmental instrumentality or authority, domestic or foreign.

2) Distributor is and will continue to be engaged during the Term as a distributor of motion pictures throughout the Territory. Distributor is not unable to pay its bills in the regular course of business, is not insolvent or in danger of bankruptcy.

3) Distributor warrants that all payments from wholesalers, retailers and other licensees will be by cash, check, wire transfer, letter of credit, or money order payable in the name of Distributor.

4) All materials created will be the property of the Licensor and will be return upon termination.

5) Distributor shall diligently promote and license the Picture throughout the Territory.

6) The standard of quality of all Videograms, sub-masters and other materials manufactured or duplicated by, or at the request of Distributor, shall be of a high quality.

7) Distributor shall not use the Picture, or authorize use of the Picture, to be used in any manner that is likely to bring Licensor into disrepute or which is defamatory of any person.

8) Distributor shall not make any edits, cuts, alterations or re-arrangements to the Picture as released without the prior written approval of Licensor, except as may be required by its licensees for commercial breaks, censorship or cultural standards.

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Licensor’s Representations and Warranties:  Licensor represents and warrants to Distributor that the following are true and correct as of the date of this Agreement and will remain so throughout the License Term:

1)  Licensor has full authority and capacity to execute this Agreement and full legal and financial ability to perform all of its obligations under this Agreement;

2)  Licensor is the sole owner of the Picture and of all rights herein granted, assigned and licensed to Distributor hereunder, and the same are free and clear of any and all liens, charges, claims and encumbrances.  Licensor has the sole and exclusive right to dispose of each and every right herein granted and purported to be granted.  To the best of Licensor’s knowledge, the Picture and each material part thereof is original with Licensor in all respects and no substantial part thereof is in the public domain or taken from or based upon any other source;

3)  There are no existing or threatened claims or litigation which would adversely affect or impair any of the Licensed Rights and/or revenue entitlements in the Territory during the License Term;

4)  Licensor has not licensed, encumbered or assigned any Licensed Right to any other Person in the Territory in a manner that would interfere with any Licensed Right, and will not do so during the License Term;

5)  The Picture was produced by authors who are nationals of or have their habitual residence in, or was first published or simultaneously first published in, a country which at the time of such production or publication was a signatory to the Berne Convention for the Protection of Literary and Artistic Works or the Universal Copyright Convention or the Buenos Aires Convention, and Licensor has not done any act or omitted to do any act which would impair the copyright in the Picture within the Territory during the Agreement Term;

7)  To the best of Licensor’s knowledge, after due and reasonable inquiry, neither the Picture nor the exercise of any Licensed Rights does or will during the applicable License Period: (i) defame, or hold in a false light, or infringe any privacy or publicity or other personal right of any Person; or (ii) infringe any copyright, trademark, trade secret, right of ideas, or similar property right, whether statutory or common law, of any Person.  To the best of Licensor's knowledge as of the date of this Agreement, neither the Picture nor use of any of the materials set forth in Schedule 3 (the “Delivery Materials”) hereto infringes or will infringe any patent rights of any Person;

8)  Licensor has undertaken reasonable efforts to ensure that its suppliers of essential special effects and other digital information embodied in the Delivery Materials have not included any electronic self-help instructions that will cause such digital information to cease operation of its own accord in such a manner as to materially impair Distributor's use of such Delivery Materials.  This does not apply to electronic Rights Management Information that prevents unauthorized use of the Delivery Materials;

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9)  The Picture is completely finished, fully edited and titled and fully synchronized with language dialogue, sound and music and in all respects is ready and of a quality, both artistic and technical, adequate for general theatrical release and commercial exhibition;

10.  Neither the Picture nor the Delivery Materials contains any advertising matter for which compensation, direct or indirect, has been or will be received by Licensor or by other Person;

11)  The copyright in the Picture and all Delivery Materials, including the literary, dramatic and musical material in the Picture and upon which the Picture is based is, and at all times during the Term will be, valid and subsisting with respect to each country or place of the Territory.  Licensor has not transferred, and during the Term will not transfer, ownership to any Person the copyright in the Picture or the Delivery Materials, including the right to secure copyright registration for the Picture; and

12)  The performing rights to all musical compositions contained in the Picture and the Delivery Materials, as appropriate, are: (i) controlled by ASCAP, BMI or similar organizations in other countries; (ii) in the public domain in the Territory; or (iii) controlled by Licensor to the extent required for the purposes of this Agreement.  Licensor controls or has license for any necessary synchronization or recording rights.

Jurisdiction:  This Agreement shall be interpreted in accordance with the laws of the State of California, County of Los Angeles, applicable to agreements executed and to be wholly performed therein.

Termination Rights: No failure by either party hereto to perform any of its obligations under this Agreement, including any payment due, including any advance or Licensor’s share of Gross Receipts, shall be deemed to be a material breach of this Agreement until the non-breaching party has given the breaching party written notice of its failure to perform and such failure has not been corrected within thirty (30) days from and after the giving of such notice.  In the event of an uncured material breach, either party shall be entitled to terminate this Agreement by written notice to the other party, obtain monetary damages and other appropriate relief and, in the case of Licensor, regain all of its rights in the Picture subject to existing executory contracts and licenses respecting Picture.  However, in such a case where the party being accused of breach denies the claim as false, then both parties agree to resolve their differences through legal process.  The agreement shall remain in effect during the legal process and all obligations will be followed.  If a court upholds the breach called, then the party in breach shall have thirty (30) days to cure the breach or the agreement may be terminated.  If the breach claim is found to be false, the agreement shall remain in effect and all legal costs relating to the legal proceedings shall be paid by the accusatory party from their share of revenues. In any case, the losing party pays the legal costs of the prevailing party and all legal and court costs.

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To the extent allowed by corporate bankruptcy law, Licensor shall have the right to terminate this Agreement and cause all rights herein conveyed to Distributor to revert to Licensor by written notice to Distributor in the event that Distributor files a petition in bankruptcy or consents to an involuntary petition in bankruptcy or to any reorganization under Chapter 11 of the Bankruptcy Act; provided, however, that with respect to Distributor’s agreements with third parties conveying rights in the Picture, Licensor shall be deemed an assignee of all of Distributor’s rights therein in respect of the Picture.  Notwithstanding anything to the contrary which may be contained in the preceding sentence, in the event that Distributor files a petition in bankruptcy or consents to an involuntary petition in bankruptcy or to any reorganization under Chapter 11 of the Bankruptcy Act, Licensor shall not be entitled to terminate this Agreement if thereafter: (1) Distributor segregates Licensor’s share of the monies that Distributor receives in connection with the Picture and places the monies into a separate trust account and that such monies are not commingled with Distributor’s other funds, in which case Licensor’s share of such monies shall become Licensor’s property immediately upon the collection by Distributor; and (2) this procedure is approved by the Bankruptcy Court.  In connection with the foregoing, Distributor hereby grants to Licensor a security interest in the Picture and the right to receive monies from the exploitation of the Picture (“Security Interest”).  Licensor may by written notice to Distributor execute against Licensor’s Security Interest if and only if Distributor files a petition in bankruptcy or consents to an involuntary bankruptcy or to reorganization under Chapter 11, and if Licensor is entitled to terminate this Agreement in accordance with the other provisions of this Paragraph.

Return of Advertising Materials: After termination, all advertising materials, and the right to use same to promote the Picture, will revert to Licensor and at Licensor’s expense, if any.

Agreed to:

TomCat Films LLC	Licensor
By:  _________________________	By:  _________________________
Ted Chalmers	Print Name:
President/CEO	Print Title:
Date:  _______________________	Date:  __________________________

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Schedule A

List of Pictures

(This list may be amended from time to time)

1.      Agent Beetle aka Codename: Beetle

2.       Captain Battle: Legacy War aka Captain Battle

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Schedule 1

Territory:  All countries, states and regions, excluding the United States of America and Canada.

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Schedule 2

Approved Marketing Expenses To be Deducted - None

Approved Promotional Expenses To Be Deducted – None

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SCHEDULE 3-

SCHEDULE OF DELIVERY ITEMS REQUIRED

As agreed between the parties.  The following list is for information only.

Minimal delivery shall be a Hard Drive with an HD version of the film and available sound elements, stills, existing key art and trailer.

Licensor agrees to work with Distributor in creating any elements below that might be necessary for fulfilling any agreement entered into hereunder.

BUYER SATISFACTION

All delivery elements shall be technically satisfactory to distributor. If distributor requests replacement, Licensor is responsible to provide satisfactory elements at its own cost. Time is of the essence in delivering satisfactory replacement elements. Notwithstanding anything to the contrary in the Agreement, in the event Licensor fails to begin to produce said elements within fifteen (15) days of notice, and fails to deliver said elements within thirty (30) days of notice, Distributor may produce and deliver said elements to distributor and recoup 125% of its cost, with the right to demand immediate payment of such amount from Licensor and, if Licensor fails to pay, the right to recoup before any payments are made to Licensor via any channel.

COST

The creation of the items described below and their conveyance to Distributor are the responsibility, fiscal and otherwise, of the Licensor. Further, Licensor understands that a distribution agreement may require items not listed below. In such event, Distributor may request those items from Licensor. If Licensor fails to begin to produce said items within thirty  (30) days of request or fails to provide said items within sixty  (60 ) days of request, Distributor may furnish such items and shall recover the cost of furnishing such items plus a 25% service fee of said costs, 125% total, and shall recoup this amount before any other disbursements are made.

LAB ACCESS: Lab access must be provided by Licensor to Distributor throughout the active term of this Agreement for both the Feature and Release Trailer in each of the formats listed below. These elements are in addition to those to be delivered to Distributor in the following sections of this schedule:

1.   Reel-By-Reel Fully-Filled M&E (6 channel if available) at 24fps with OPT & DIA guides

2.   MASTER FILE: a 2K or High Definition Uncompressed AVI File Sequence manufactured from a Quality Control-passing first generation 1080p HD Video Master or Digital Intermediate, delivered on a Firewire hard drive. The image on screen shall be in the original aspect ratio in which the Show was photographed. The audio tracks shall be fully-mixed and filled in the following configuration: Ch. 1 Stereo Composite English Left, Ch. 2 Stereo Composite English Right. Textless Section Backgrounds (including Main and End Titles and any scenes wherein textual information appears) shall be transferred at the tail, sixty (60) seconds after the end of the feature.

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3.   PROJECT FILE: Final Cut Pro or AVID file (including all sound files).

ONE SET OF THE ITEMS THAT FOLLOW ARE TO BE DELIVERED TO DISTRIBUTOR

1.   FILM ITEMS: All elements listed below, must be provided for both the Feature and Release Trailer. REEL-BY-REEL ENGLISH SUBTITLES in timecoded Text (*.txt) format must be provided when applicable. For avoidance of doubt applicable shall include but is not limited to any of the following examples: the spoken language of the Show is any language other than English, any screener of the Show provided by Licensor to Distributor has subtitles, a character speaks in the Show in an accent that is generally unintelligible to the average English speaker, or the Show has more than one spoken language.

VIDEO ITEMS: Masters must be provided for both the Feature and Release Trailer by Licensor to Distributor for all items listed below:

1.   PAL 25fps and NTSC 29.97fps 4x3 Full Frame masters on Digital Betacams (DBC). The Full Frame masters shall be in the aspect ratio of 4x3 (1:33:1).

If the feature was shot in a widescreen format, the 4X3 Full Frame masters must be either:

a.   Created via a “pan-and-scan” process; or

b.   Created via a “center extraction” process. Such center-cut master must be accompanied by a passing quality control report, without exception. Furthermore, center extraction may only be an option when the cinematographic framing of each shot has been “center-cut”-conscious during production.

It is acceptable, but not preferable, for either process that the beginning and end title sequences are retained in a letterboxed widescreen format. Licensor acknowledges that Full Frame Anamorphic masters will not meet the Full Frame requirement.

2.   PAL 25fps and NTSC 29.97fps 16x9 Full Height Anamorphic masters on DBC.

3.   23.98fps and 25fps HIGH DEFINITION (HD) 16 X 9 Full Frame masters on a HD-CAM SR tape with: stereo composite on channels 1 & 2; stereo fully-filled music and effects tracks on channels 3 & 4; 5.1 printmaster on channels 5 through 10; and Dolby E 5.1 on channels 11 & 12.

If Original Aspect Ratio (OAR) is DIFFERENT from the aspect ratio of the 16x9 Full Height Anamorphic master, the following items must also be delivered: (a) PAL 25fps and (b) NTSC 29.97fps Matted Anamorphic masters (preserving the OAR) on DBC; and (c) 23.98fps and (d) 25fps HIGH DEFINITION masters (preserving the OAR).

4.   MPEG-2 files in both PAL (720x576 pixels / min 5000/448 kbps) and NTSC (720x480 pixels / min 5000/448 kbps). These files must be free of watermarking, "property of" burn-ins, and the like. This requirement may be delivered as a DVD data disc or authored as a DVD-Video disc.

5.   HI-DEF Quicktime files.  1920x1080p 23.98 ProRes HQ Self Contained QuickTime file created from the QC Approved HDCAM-SR feature master.

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6.  

7.   BONUS FEATURES on a DVD video disk in both NTSC and PAL

8.   ENGLISH SUBTITLES in timecoded Text (*.txt) format corresponding to all video element frame rates must be provided when applicable. For avoidance of doubt applicable shall include but is not limited to any of the following examples: the spoken language of the Show is any language other than English, any screener of the Show provided by Licensor to Distributor has subtitles, a character speaks in the Show in a accent that is generally unintelligible to the average English speaker, or the Show has more than one spoken language. Subtitles shall meet or exceed US release standards and shall comply with the following elements of text; size, positioning, timing, punctuation, translation, color, font, formatting, legibility, line breaks, synchronization, shot changes.

AND:

A.  All DBC and HD items must contain:

1.   Composite stereo sound on channels one and two and isolated, fully-filled music & effects (M&E) stereo tracks on channels three and four. This requirement extends to all features, trailers, and textless footage.

2.   Textless backgrounds of all sections of the Show where text is present, other than on a plain black background, tied to the tail of the feature for both the feature and trailer.

3.   Release Trailer at the end of each master.

B. PAL Digibeta masters must be created from a source of equal (or greater) resolution to native PAL resolution (625/50) and shall be delivered with EBU time-code with matching LTC and VITC on lines 17 and 19. PAL Digibeta masters should not be created from conversions of NTSC Digibeta masters.

C. NTSC Digibeta masters shall be in Non-Drop Frame time-code with matching LTC and VITC on lines 12 and 14.

D. Each master element must be clearly and completely labeled on both the cassette/disc itself and its protective casing. Video elements should include exact length of entire program (and each subsection of the program, if applicable), video standard, aspect ratio (including anamorphic, full-frame, and/or letterbox designation, if applicable), lines of vertical resolution, whether the program is progressive or interlaced, framerate, timecode type, timecode of program’s start and end, indications of the location of trailer and textless materials, and audio channel configuration (including MOS designations for unused channels). Audio masters should include exact length of entire program (and each subsection of program, if applicable), framerate, timecode type, timecode of program’s start and end, sampling frequency, and audio channel configuration (including MOS designations for unused channels). M&E tracks should be designated “fully-filled” if they are such. Distributor may recoup any costs incurred due to incomplete or incorrect labeling.

E. All video masters should be free of subtitles, except when specified otherwise.

SOUND ITEMS: Continuous audio elements must be provided by Licensor to Distributor per below:

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1.   Sets of PCM or AIFF digital audio files that are synchronous with the framerate of all delivered video masters, broken down thusly:

a.   composite sound on 2 tracks in stereo

b.   dialogue on 2 tracks in stereo

c.   music on 2 tracks in stereo

d.   unfilled effects on 2 tracks in stereo

2.   Sets of PCM or AIFF digital audio files of the 5.1 mix which are synchronous with the framerate of all delivered video masters, broken down thusly:

a.   the discrete 5.1 sound mix w/ LT/RT

b.   the Fully-Filled 5.1 M&E mix w/ Dialogue Guide and Optional

c.   the 5.1 mix encoded in DOLBY-E audio

ANCILLARY ITEMS: The following items must be provided in English by Licensor to Distributor as an appropriately titled PDF and as otherwise indicated below:

1.   Contractual Credit Block with copyright information and including all required logos, in Microsoft Word format. Licensor is solely responsible to ensure that all delivery items it provides to Distributor comply with this credit block.

2.   The following series of synopses, in Microsoft Word format: a treatment-length synopsis, a three paragraph synopsis, a one-paragraph synopsis, and a one-sentence synopsis.

3.   Production notes provided in Microsoft Word format.

4.   Layered Key Art in Photoshop (PSD) format conforming to the following specifications:

a.   Size: eight-by-twelve inches (8”x12”) – at minimum

b.   Layout: no text should fall within a half-inch margin surrounding the artwork’s four edges

c.   Orientation: vertical

d.   Resolution: three-hundred dots per inch (300 dpi) – at minimum

e.   Color Mode: CMYK or RGB

f.   Font files for all fonts utilized in delivered artwork

5.   High-Definition Frame-grabs adhering to the following specifications:

a.   Cleared for unrestricted use

b.   A minimum of thirty (30) selects

c.   Resolution: same as source

d.   Color Mode: CMYK or RGB

e.   File format to be uncompressed TIFF

f.   A list of actor identifications for each frame-grab

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6.   Digital production photographs (behind the scenes photos do NOT qualify) adhering to the following specifications:

a.   Cleared for unrestricted use

b.   A minimum of thirty (30) selects

c.   Size: four-by-six inches (4”x6”) – at minimum

d.   Resolution: three-hundred dots per inch (300 dpi) – at minimum

e.   Color Mode: CMYK or RGB

f.   File format to be Camera Raw (preferred), Photoshop (PSD), uncompressed TIFF, or high quality (low compression) JPEG

g.   A list of actor identifications for each still

h.   A list of photographer credits for all stills

7.   Lab Access Letter which shall be irrevocable for the duration of the active term.

8.   Quality Control (“QC”) Reports with an “approved” grade performed by a verifiably reputable lab must be delivered in or translated to English as follows:

a.   100% QC reports for all high definition masters

b.   Spot QC reports for all down-conversion masters derived from 100% QC’d high definition masters

c.   100% QC reports for every standard definition master not created from a high definition master

d.   Notwithstanding anything to the contrary in the Agreement, in the event that a suitable QC report is not provided with a master, Distributor may at its discretion immediately obtain a QC report and shall recover from Licensor an amount equal to 150% of the cost of furnishing such item, with the right to demand immediate payment of such amount from Licensor and, if Licensor fails to pay, the right to recoup before any payments are made to Licensor. If masters fail QC, Licensor must repair or replace faulty masters at their expense and such masters shall not be considered Delivered until a passing grade QC report is obtained.

9.   Errors and Omissions policy maintained by Licensor for the Show, if any, for three (3) years beginning within 30 days from the date of this Agreement, which is indicated on the Deal Terms section herein. Copies of the policy and all endorsement must be delivered to Distributor. The Errors and Omissions insurance policy must name: Distributor and its owners, partners, subsidiaries, licensees, successors, distributors, or affiliated companies and each of their officers, directors, shareholders, agents, and employees as an additional insured. Coverage should include, but not be limited to, all EPK and DVD Bonus materials (including interviews, commentaries, out-takes, deleted scenes, “making of”, behind-the-scenes and B-Roll footage. Such endorsement shall also include a statement providing Distributor with 60 days prior written notice in the event of a cancellation or material revision of the policy. The policy must provide limits of at least US $1 million per occurrence / US$3 million in aggregate and a deductible of no greater than ten thousand dollars ($10,000). The policy must provide coverage for occurrences during the term of the policy regardless of the date of claim. Licensor agrees to deliver a copy of said policy to Distributor not later than delivery of the Show. If requested by Distributor, Licensor must specifically add the name of distributors, including sub-distributors, as an additionally insured. Licensor shall obtain and reserve options for two (2) rights period endorsements under the policy. In addition, upon Distributor’s request, the policy shall be extended, modified, or renewed by Licensor to accommodate distributor requirements.

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10.   Complete chain of title Documents comprising the following:

a.   Copies of all agreements transferring rights to the screenplay and the picture, together with proof of payment for writing services, option payments, extensions of option payments and exercising of option payments;

b.   Complete statement of all screen and advertising credit obligations, defining and describing both the form and nature of the required credits and any restrictions as to the use of name and likeness, including licenses for all logos appearing on the billing block;

c.   Statement of any restrictions as to the dubbing of the voice of any player, including dubbing dialogue in a language other than the language in which the Show was recorded;

d.   Copy of the final approved shooting script.

e.   Copies of all licenses, including, but not limited to: fully-executed master use and synchronization / performance music licenses; contracts; assignments and/or other written permissions from the proper parties in interest permitting the use of any musical, and other material of whatever nature used in the production of the Show;

f.   Copies of all agreements or other documents relating to the engagement of primary personnel in connection with the Show including those for individual producer(s), and the director;

g.   Clearly legible copy of the copyright registration for the screenplay(s) and the motion picture;

h.   Non-disturbance agreements signed by any person or entity (other than guilds) having a lien or encumbrance on any rights in or to the picture;

i.   Copy of the final credit determination from the Writers Guild of America if the screenplay was written subject to the WGA Basic Agreement.

11.   Certificate of Origin should be an original copy notarized by the applicable governmental authority attesting to the country of origin of the Show and setting forth the following additional information: title of Show; Producer; at least two of the principal cast members; Director; year of production; and running time.

12.   The dialogue continuity script must be a detailed subtitle spotting list of the completed Feature and Release Trailer conforming in all respects to and with the action and dialogue contained in the completed Show in form and condition suitable for submission to various censorship boards. If the dialogue of the Show was recorded in whole or in part in a language other than English, the continuity shall contain a literal English translation.

13.   Music cue sheet (complete and accurate) to industry standards.

14.   Clearly legible copies of fully-executed agreements for all actors receiving credit in the main titles and/or paid advertising and all key production personnel (e.g., director, producer, writer, composer, department heads such as editor, director of photography, production designer, etc.).  Upon request, copies of other talent and/or crew agreements shall be provided to Distributor.

15.   A complete cast list indicating addresses for representatives and addresses used to report to the Screen Actor’s Guild and indicating if the actor was engaged pursuant to the Screen Actor’s Guild Basic Agreement or pursuant to another guild (e.g. ACTRA).

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TRAILERS: The following trailers must be provided by Licensor to Distributor:

1.   Release Trailer – approximately 90-180 seconds – to be included in all the delivery materials described above. The goal of this “Release Trailer” is to drive audiences to the Show. It is imperative that both the Sales Trailer and EPK be delivered to Distributor as soon as possible. If the Show has yet to be completed, Licensor shall use best efforts to deliver the Sales Trailer and EPK no less than 6 and 3 months, respectively, prior to the completion of the Show.

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