Sec Form 3 Filing - Gupta Anand @ Recall Studios, Inc. - 2018-11-12

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Gupta Anand 2. Issuer Name and Ticker or Trading Symbol Recall Studios, Inc. [ BTOP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O RECALL STUDIOS,INC., 1115 BROADWAY,12TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 11/12/2018 (Street) NEW YORK, NY10010 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series X Preferred Stock ( 1 ) $ 0 ( 2 ) ( 2 ) Common Stock 7,110,000 ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gupta Anand C/O RECALL STUDIOS,INC. 1115 BROADWAY,12TH FLOOR NEW YORK, NY10010 Chief Financial Officer Signatures /s/ Anand Gupta 11/28/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person holds 15,800 shares of Series X preferred stock. ( 2 )Shares of Series X preferred stock are not currently convertible into common stock, but each share will automatically convert into shares of the issuer's common stock upon the effectiveness of a future amendment to the issuer's articles of incorporation that will effect a reverse stock split of the issuer's common stock or increase the authorized shares of the issuer's common stock, or a combination thereof, by an amount sufficient to enable the conversion of all of the issuer's issued and outstanding shares of Series X preferred stock. ( 3 )Upon effectiveness of the future articles amendment, each share of Series X preferred stock will automatically convert into 450 shares of the issuer's common stock, with any fractional shares of Series X preferred stock being converted into a proportionate number of shares of the issuer's common stock.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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