UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OF 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 29, 2017
Recall Studios, Inc.
(Exact name of registrant as specified in its charter)
| Florida | 000-55353 | 26-4330545 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
5550 Glades Road Suite 500 Boca Raton, FL
|
33431 |
|
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (561) 826-9307
Carolco
Pictures, Inc.
1115 Broadway, 12th Floor
New York, NY 10010
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [X]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.[ ]
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 17, 2017, Recall Studios, Inc. (the “Company”) filed an articles of amendment to its articles of incorporation (the “Amendment”) that had the effect of its corporate name from Carolco Pictures, Inc. to Recall Studio, Inc., pending approval from the Financial Industry Regulatory Authority (“FINRA”). Effective November 29, 2017, following receipt of FINRA’s approval, the Company’s corporate name was changed to Recall Studio, Inc. and its stock symbol was changed to “BTOP.” In addition, effective immediately, the Company will do business as Brick Top Productions.
The information set forth above is qualified in its entirety by reference to the actual terms of the Amendment attached hereto as Exhibit 3.1 and which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit | Description | |
| 3.1 | Articles of Amendment to Articles of Incorporation. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Recall Studios, Inc. | ||
| Date: December 5, 2017 | By: | /s/ Alex Bafer |
| Alex Bafer, Chief Executive Officer | ||
Exhibit 3.1
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
Carolco Pictures, Inc.
Carolco Pictures, Inc., a corporation existing under the laws of the State of Florida (the “ Corporation”), does hereby amend the Articles of Incorporation of the Corporation, as amended to date and as filed with the Division of Corporations of the State of Florida (the “Articles of Incorporation”), as follows:
| 1. | “Article I – NAME” is hereby replaced in its entirety to read as follows: |
“Article I – NAME
The name of the Corporation is Recall Studios, Inc.”
| 2. | This amendment of the Articles of Incorporation has been duly adopted by the unanimous written consent of the Corporation’s board of directors as of August 31, 2017 in accordance with the provisions of Section 607.0821 of the Florida Business Corporation Act, and has been duly approved by the shareholders of the Corporation on August 31, 2017, and the number of votes cast for the amendment by the shareholders was sufficient for approval. |
| 3. | The foregoing amendment of the Articles of Incorporation shall become effective on November 1, 2017. |
IN WITNESS WHEREOF, the undersigned has caused these Articles of Amendment to Articles of Incorporation to be signed on the date indicated below.
| Carolco Pictures, Inc. | ||
| a Florida corporation | ||
| By: | /s/ Frank Esposito | |
| Frank Esposito | ||
| Secretary | ||
| Date: October 17, 2017 | ||