Item 1.01 Entry Into a Material Definitive Agreement.
Crimson Forest Entertainment Group Inc.
(the "Company"), an independent motion
picture studio with offices in Los Angeles
, entered into a
Co-Production Agreement, dated July 3, 2014
, with China Film Assist Co., Ltd.
("CFA") and the Company's subsidiary, Unknown Caller LLC
("UCL"), regarding the
production, financing and distribution of a feature length film currently
entitled "Unknown Caller" (the "Picture"). The Company previously announced
financing, post-production and sales agency agreements for the Picture with
and Tunnel Post Production.
The Co-Production Agreement with CFA provides that the Company and CFA will
jointly finance the Picture as co-producers, and will distribute the Picture in
their respective territories. The distribution territories of CFA will be
Mainland China, Taiwan
, Hong Kong
, and the Company will have the right to distribute the
Picture in the rest of the world. The financing contribution of the Company will
be 40% or 50%, depending on the identity of the main lead actor, and CFA will
finance the remaining cost of the Picture.
UCL will be responsible for production work and will have creative control over
the Picture, subject to advice and review of the rough cut of the Picture by the
Company and CFA. The Company will own all rights to derivative works based on
A copy of the Co-Production Agreement is filed as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated herein by reference. The foregoing
description of the material terms of the Co-Production Agreementis qualified in
its entirety by reference to such exhibit.
The Company's press release, dated May 19, 2014
, announcing the transactions
with Cargo Entertainment
and Tunnel Post Production, is filed as Exhibit 99.2 to
this Current Report on Form 8-K.
Item 3.02 Unregistered Sales of Equity Securities
Issuance of Convertible Promissory Note
As previously announced, on March 23, 2014
, the Company entered into a
Convertible Note Purchase Agreement with Portnice Investment Limited
which the Company may sell and issue to Portnice up to an aggregate maximum
amount of $2,000,000
in principal amount of Convertible Notes prior to March 3,
. In March 2014
, the Company issued a Convertible Promissory Note to
Portnice in the principal amount of $250,000
. Subsequently, on June 13, 2014
the Company issued an additional Convertible Promissory Note to Portnice in the
principal amount of $250,000
. All of the Convertible Promissory Notes issued to
Portnice are convertible at the holder's option into shares of Company common
stock at $0.008
per share or at the purchase price of capital stock issued in a
"Qualified Financing", as defined in the Note.
Item 8.01 Other Events.
Effective June 20, 2014
, the name of the Company was changed to "Crimson Forest
Entertainment Group Inc.
", as previously disclosed in the Company's Definitive
Information Statement on Schedule 14C filed with the SEC
on May 23, 2014
part of the name change, the Company's trading symbol on OTCBB was changed from
"ESTI" to "CRIM", effective July 7, 2014
The Company's press release, dated July 7, 2014
, announcing the change in name
and trading symbol is filed as Exhibit 99.3 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
As described above, the following exhibits are furnished as part of this Current
Report on Form 8-K:
99.1 Co-Production Agreement, dated July 3, 2014, by and among the Company,
Unknown Caller LLC, and China Film Assist Co., Ltd. *
99.2 Press Release, dated May 19, 2014
99.3 Press Release, dated July 7, 2014
* The schedules to Exhibit 99.1 have been omitted pursuant to Item 601(b)(2) of
Regulation S-K. The Company
agrees to furnish supplementally to the Securities
and Exchange Commission
upon request copies of any omitted schedule.