Crimson Forest Entertainment Group Inc. - FORM 10-K

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EX-32.1 - Crimson Forest Entertainment Group Inc.	ex32-1.htm

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-K

[X] Annual Report Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

For the Fiscal Year Ended February 28, 2015

[ ] Transition Report Under Section 13 or 15(d) of The Securities Exchange Act of 1934

For the Transition Period from __________ to __________

Commission File Number: 0-55142

CRIMSON FOREST ENTERTAINMENT GROUP INC.

(Exact name of registrant as specified in its charter)

Nevada

27-2838091

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification Number)

8335 Sunset Blvd., Suite #238

West Hollywood, California 90069

(Address of principal executive offices and zip code)

(323) 337-9086

(Registrant’s telephone number, including area code)

Securities registered under Section 12(g) of the Exchange Act: Common Stock, par value $0.0001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files). Yes [ ] No [X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 if Regulation S-K (229.405 of this Chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy of information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K. Yes [X] No [ ]

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 definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

	Large accelerated filer [ ]		Accelerated filer [ ]
	Non-accelerated filer [ ] (Do not check if a smaller reporting company)		Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The aggregate market value of the voting stock and non-voting common equity on August 31, 2014 (consisting of Common Stock, $0.0001 par value per share) held by non-affiliates was approximately $938,750 based upon the most recent sales price of $0.25 for such Common Stock on August 29, 2014, which was the last trade prior to August 31, 2014. On August 31, 2014, there were 39,755,000 shares of our Common Stock issued and outstanding, of which approximately 3,755,000 shares were held by non-affiliates.

Number of shares of common stock, par value $.0001, outstanding as of June 11, 2015: 39,755,000.

DOCUMENTS INCORPORATED BY REFERENCE: None

TABLE OF CONTENTS

		Page
PART I:

Item 1.	Business	3
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	8
Item 2.	Properties	8
Item 3.	Legal Proceedings	8
Item 4.	Mine Safety Disclosures	8

PART II:

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	9
Item 6.	Selected Financial Data	9
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	14
Item 8.	Financial Statements and Supplementary Data	14
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	14
Item 9A.	Controls and Procedures	14
Item 9B.	Other Information	15

PART III:

Item 10.	Directors, Executive Officers and Corporate Governance	16
Item 11.	Executive Compensation	17
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	18
Item 13.	Certain Relationships and Related Transactions, and Director Independence	18
Item 14.	Principal Accounting Fees and Services	18

PART IV:

Item 15.	Exhibits, Financial Statement Schedules	19

SIGNATURES		21

FINANCIAL STATEMENTS		F-1

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

The discussion contained in this 10-K under the Securities Exchange Act of 1934, as amended, contains forward-looking statements that involve risks and uncertainties. The issuer’s actual results could differ significantly from those discussed herein. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “we believe,” “the Company believes,” “management believes” and similar language, including those set forth in the discussions under “Notes to Financial Statements” and “Management’s Discussion and Analysis or Plan of Operation” as well as those discussed elsewhere in this Form 10-K. We base our forward-looking statements on information currently available to us, and we assume no obligation to update them. Statements contained in this Form 10-K that are not historical facts are forward-looking statements that are subject to the “safe harbor” created by the Private Securities Litigation Reform Act of 1995.

PART I

ITEM 1. BUSINESS

Crimson Forest Entertainment Group Inc. (referred to herein as “we”, “us” or the “Company”) was organized under the laws of the State of Nevada on June 11, 2010, under the name Drive Assure, Inc. On July 26, 2011, we changed our name to East Shore Distributors, Inc. in order to better reflect the Company’s ongoing and future operations.

In February 2014, our principal stockholder Alex Fridman sold 36,000,000 shares, comprising approximately 90.55% of our issued and outstanding stock, to Samcorp, and Mr. Fridman and Scott Carpenter resigned as directors and officers of the Company.

On February 10, 2014, Jonathan Lim and Justin Begnaud were appointed directors of the Company. Mr. Lim was also appointed the Chief Executive Officer and Treasurer of the Company, and Mr. Begnaud was appointed Vice President – Chief Operating Officer of the Company. Mr. Begnaud subsequently resigned from his positions with the Company.

On June 20, 2014 we changed our name to “Crimson Forest Entertainment Group Inc.”

With our new management and ownership, we intend to build the Company into a global independent motion picture studio that finances, produces and acquires theatrical quality feature films and televisions series, with budgets up to $25 million, for worldwide distribution. We currently have offices in Los Angeles and Shanghai, and our management will play an integral role in all aspects of the film and television production process.

On July 3, 2014, the Company entered into a Co-Production Agreement with China Film Assist Co., Ltd. (“CFA”), a limited company having its principal place of business in Beijing, Peoples Republic of China (“PRC”). In the Agreement, the Company and CFA agree to finance, market and distribute, an English-language feature film tentatively entitled “Unknown Caller” (the “Picture”). Unknown Caller LLC (which subsequently changes its name to Life Unknown The Movie LLC) (“UCL”), which is the joint venture entity that will produce the Picture, agrees to perform all production work on the Picture. The financial contributions of the Company and CFA depend on the selection of the main lead actor identified in the Agreement. If such actor is the person identified in the agreement, 60% of the contributions would be attributed by CFA. If the main lead actor is anyone other than the person specified in the agreement, the contributions would be split equally. The Company is entitled to the distribution rights in the Picture in all regions and territories outside of those controlled by CFA, which consist of Mainland China, Taiwan, Hong Kong, Macao, Singapore, Korea, Japan, Australia, New Zealand and Malaysia) in all media (including without limitation licensing, merchandising and soundtrack distribution rights) in perpetuity. The Company has the right to appoint and assign an international sales agent on behalf of both parties for all sales outside of mainland China. The sales agency fees may not be more than 15% of all marketing and distribution expenses, which are capped at USD$100,000 and to be shared by the Company and CFA according to the sales revenue in each of their respective territories and in proportion to the overall international sales. Proceeds collected from exploitation of the Picture from any and all sources on a worldwide basis either by the Company and CFA, are to be distributed on the basis of their respective distribution rights. The total budget amount is $6,000,000. Should the actual spent budget exceed the budgeted amount, then it is the Company’s sole responsibility to make up the difference over the budgeted amount.

As of February 28, 2015 and 2014, the project has received $199,720 and $0, respectively, from CFA. In addition, the line of credit from EWB (described below) is being considered an advance from CFA. As of February 28, 2015, CFA funded $1,287,533 to UCL and was obligated to fund an additional $601,021 to UCL.

On August 29, 2014, UCL entered into a Business Loan Agreement, Commercial Security Agreement and Promissory Note with East West Bank (“EWB”). Pursuant to the Loan Agreement, EWB provided UCL with a Variable Rate Draw Down Line of Credit Loan (the “Loan”) for an aggregate amount of USD $3,333,333 due on August 29, 2015. The Loan Agreement provides that UCL may from time to time borrow up to an aggregate amount of $3,333,333 from East West Bank. The Loan was secured by Standby Letter of Credit denominated in Renminbi (“RMB”) for the equivalent of USD $3,333,333, which were issued by East West Bank China (“EWCN”). The Loan is also secured by substantially all of UCL’s tangible and intangible property, including but not limited to UCL’s inventory, accounts, instruments, and equipment. The Loan bears interest on the outstanding daily balance at a variable interest rate based on changes in the daily Wall Street Journal Prime rate, which was 3.25% per annum at the time the Loan Agreement was executed. The agreements contain customary events of default that include, among others, non-payment of principal, interest or fees, violation of certain covenants, defective collateralization, inaccuracy of representations and warranties, and insolvency events.

The Loan proceeds are to be used as followed:

(a) Film Production. $3 million are to be allocated for film production of the Picture.

(b) Loan reserve. For each standby Letter of Credit, 10% of the face amount of the Standby Letter of Credit is required to be maintained as a reserve under the loan and allocated for (1) payment of interest and (2) for differences in the amount of the Loan and the Standby Letter of Credit resulting from fluctuations in the USD/RMB exchanges rate during the term of the loan.

UCL is required to pay the Loan in accordance with the following payment schedule:

(a) UCL shall pay regular monthly payments of all accrued unpaid interest due as of each payment date, beginning September 29, 2014, with all subsequent interest payments to be due on the same day of each month after that until the maturity date.

(b) UCL shall pay all outstanding principal plus all accrued unpaid interest on the date which is 30 days prior to the expiration date of the standby letters of credit.

As of February 28, 2015, UCL had an outstanding balance of $1,087,813 under the line of credit with EWB.

On November 3, 2014, the Company entered into a Stock Purchase Agreement with CFA. Pursuant to the terms of the Stock Purchase Agreement, the Company agreed to issue and sell an aggregate of 10,000,000 shares of the Company’s Common Stock to CFA at a price of $0.50 per share for aggregate gross proceeds of $5,000,000.

The transaction was scheduled to close in installments:

i)	10% of the shares shall be purchased upon 5 working days after execution of the Stock Purchase Agreement;

ii)	40% of the shares shall be purchased upon on or before December 15, 2014;

iii)	50% of the shares shall be purchased upon on or before January 15, 2015;

As of February 28, 2015, no CFA had not funded any portion of the $5 million and no shares were issued. We are in negotiations with CFA regarding this Stock Purchase Agreement.

As of February 28, 2015, our first feature film, re-titled “Pali Road”, has completed principal photography and is currently in post-production. Pali Road is scheduled to be released before the end of the year. Other projects will be announced in the near future.

Employees

As of February 28, 2015, the Company had one employee, Jonathan Lim. As our business grows, we will need to hire a employees to manage and grow our operations.

Available Information

We file electronically with the U.S. Securities and Exchange Commission (SEC) our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934. We make available on our website at http://www.revolutionsmedical.com, free of charge, copies of these reports as soon as reasonably practicable after filing these reports with, or furnishing them to, the SEC. The public can also obtain materials that we file with the SEC through the SEC’s website at http://www.sec.gov or at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. Information on the operation of the Public Reference Room is available by calling the SEC at 800-SEC-0330.

ITEM 1A. RISK FACTORS.

You should carefully consider the risks described below, together with all of the other information included in this report, in considering our business and prospects. The risks and uncertainties described below are not the only ones facing the Company. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. The occurrence of any of the following risks could harm our business, financial condition or results of operations.

Risks Related to Our Business

We have a limited operating history and face many of the risks and difficulties frequently encountered by development stage company.

We have limited operating history for investors to evaluate the potential of our business development. We have not extensively built our brand name or raise significant amounts of funds with which to produce films. In addition, we also face many of the risks and difficulties inherent in building and establishing a new company. Our future will depend on our ability to produce and bring to market, within prescribed budgets, new film and television projects, and attract investors to our projects and the Company.

We need additional capital to develop our business.

The development, production and distribution of our film and television projects will require the commitment of substantial financial resources. Currently, we have no established bank-financing arrangements. Therefore, it is likely we would need to seek additional financing through subsequent future private offerings of our equity securities, debt financings, or strategic partnerships and other arrangements with corporate partners.

Our failure to manage growth will cause a disruption of our operations.

Our future growth will place a significant strain on our management and our operational, accounting, and information systems. We expect that we will need to continue to improve our financial controls, operating procedures, and management information systems. We will also need to effectively train, motivate, and manage our employees. Our failure to manage our growth could disrupt our operations and ultimately prevent us from generating the revenues we expect.

We may incur significant costs to ensure compliance with corporate governance and accounting requirements.

We may incur significant costs associated with our public company reporting requirements, costs associated with corporate governance requirements, including under the Sarbanes-Oxley Act of 2002, and other rules implemented by the SEC. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers.

Our future success is substantially dependent on the performance and continued service of Jonathan Lim, our Chief Executive Officer.

We are presently substantially dependent on the experience, abilities and continued services of Jonathan Lim, our Chief Executive Officer. The loss of Mr. Lim’s services would be highly detrimental to our business and could force us to cease operations.

Our future growth will require the recruitment of additional qualified employees, and there is no assurance that we will be able to find such employees on acceptable terms.

To accommodate our future growth, we will need to increase the depth and experience of our employees and management team. Our future success will depend to a large degree upon the active participation of our key officers and employees. There is no assurance that we will be able to employ additional qualified persons on acceptable terms. Lack of qualified employees will adversely affect our business development.

Systems failures and delays could harm our business.

We plan to receive, organize, and process product orders through a variety of electronic channels. Systems and operations, and those of our third-party service providers are vulnerable to damage or interruption from human error, sabotage, encryption failures, break-ins, intentional acts of vandalism, earthquakes, terrorist attacks, floods, fires, power loss, telecommunications failures, computer viruses, computer denial of service attacks or other attempts to harm our systems and operations, and similar events. Our disaster recovery planning cannot account for all eventualities.

Changes in legislation or regulations may affect our ability to conduct our business or reduce our profitability.

The regulatory environment in which we operate may change. These changes may affect our ability to conduct our business or reduce our profitability. Our activities may be affected not only by legislation or regulations of general applicability, but also by industry-specific legislation or regulations. The SEC, other U.S. or foreign governmental authorities, or self-regulatory organizations may adopt new or revised regulations which affect our business. Changes in the interpretation or enforcement of existing laws and rules by those entities may also affect our business.

Risks Related to Our Common Stock

You may experience dilution of your ownership interest because of the future issuance of additional shares of our common stock and our preferred stock.

In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders. We are currently authorized to issue an aggregate of 510,000,000 shares of capital stock, consisting of 500,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of preferred stock, par value $0.0001 per share.

We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes or for other business purposes. The future issuance of any such additional shares of our common stock or other securities may create downward pressure on the trading price of our common stock. There can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes or for other business purposes, including at a price (or exercise prices) below the price at which shares of our common stock are then quoted on the OTCBB or other quotation system.

Our common stock is subject to the “penny stock” rules of the sec and the trading market in our securities is, to date, non-existent, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The SEC has adopted Rule 15g-9, which establishes the definition of a “penny stock,” for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person’s account for transactions in penny stocks; and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased. In order to approve a person’s account for transactions in penny stocks, the broker or dealer must: (i) obtain financial information and investment experience objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to the penny stock market, which, in highlight form: (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Disclosure also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Our stock price may be highly volatile and subject to wide fluctuations due to many factors, including a substantial market overhang.

The market price of our common stock may be highly volatile and subject to wide fluctuations in response to quarterly variations in operating results, announcements of distribution agreements, new affiliations or new products and services by us or our competitors, changes in financial estimates by securities analysts, lack of market acceptance of our products, or other events or factors, including the risk factors described herein. In addition, the stock market in general experiences significant price and volume fluctuations that are often unrelated to a company’s operating performance. As with any public company, we may be subject to securities class action litigation following periods of volatility in the market price of our securities which could result in substantial costs and a diversion of management’s attention and resources.

Samcorp, which is controlled by Anthony Lim, the father of our Chief Executive Officer, beneficially owns approximately 90.55% of the common stock of the company, which could have a material adverse effect on your rights as a shareholder, including the inability for you to have an impact on matters put to a vote of the company’s shareholders.

Samcorp, which is controlled by Anthony Lim, the father of our chief Executive Officer, controls approximately 90.55% of the Company’s common stock, which could negatively impact your right as a shareholder because it can effectively control all decisions of the Company with his vote. Typically, any corporate decision that needs to be approved by the shareholders requires a majority of the outstanding shares to vote in favor of the corporate action. Because Samcorp controls more than a majority of the outstanding shares, its vote will be able to dictate the actions of the shareholders in all matters on which the shareholders are required to vote, which limits your ability to have an impact on any decisions put to a vote of shareholders.

We do not expect to pay dividends for some time, which could result in no return on your investment.

We have never declared or paid cash dividends on our common stock. We currently intend to retain our earnings, if any, to provide funds for the operation and expansion of our business and, therefore, do not anticipate declaring or paying cash dividends in the foreseeable future. Any payment of future dividends will be at the discretion of the Company’s board of directors and will depend upon, among other things, our earnings, financial condition, capital requirements, level of indebtedness, contractual restrictions with respect to the payment of dividends and other relevant factors of our operations.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

As a smaller reporting company, we are not required to include this information in our Annual Report on Form 10-K.

ITEM 2. PROPERTY.

The Company currently leases an office suite located at 8335 Sunset Blvd., Suite 238, West Hollywood, CA for approximately $240 per month. Our office facilities are suitable and adequate for our business as it is presently conducted.

ITEM 3. LEGAL PROCEEDINGS.

We are currently not involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our company’s or our company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect on us.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common stock is quoted on the Over-the-Counter Bulletin Board under the symbol “CRIM” However, there is no active market for our common stock and trading has been extremely limited. The last trade for our common stock was at $0.51 per share on May 29, 2015. The two preceding trades were on May 28, 2015 at $1.10 per share and on December 31, 2014 at $2.28 per share. As there is currently little to no market for our common stock, we believe that this last reported price does not accurately reflect the value of the common stock of the Company, and it may not be possible to sell our common stock at this price.

Holders

As of June 11, 2015, the Company had approximately 35 shareholders of its common stock.

Dividends

We have not declared or paid any dividends on our common stock and intend to retain any future earnings to fund the development and growth of our business. Therefore, we do not anticipate paying dividends on our common stock for the foreseeable future. There are no restrictions on our present ability to pay dividends to stockholders of our common stock, other than those prescribed by Nevada law.

Equity Compensation Plan and Stock Option Plan Information

The Company, at the current time, has no stock option plan or any equity compensation plans

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

During the period covered by this report (fiscal year ended February 28, 2015), the registrant has not issued any securities without registration under the Securities Act of 1933.

Purchases of Equity Securities

During the fourth quarter of the fiscal year ended February 28, 2015, there were no purchases of the registrant’s common stock by or on behalf of the registrant or any affiliated purchaser.

Transfer Agent

The Company’s transfer agent is Globex Transfer, LLC. located at 780 Deltona Blvd., Suite 202, Deltona, FL 32725.

ITEM 6. SELECTED FINANCIAL DATA

As a smaller reporting company, we are not required to include this information in our Annual Report on Form 10-K.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

The following discussion of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes and other financial information appearing elsewhere in this Annual Report. Readers are also urged to carefully review and consider the various disclosures made by us which attempt to advise interested parties of the factors which affect our business, including without limitation the disclosures made in Item 1A of Part I of this Annual Report under the caption “Risk Factors.”

Results of Operations for the years ended February 28, 2015 and 2014

										Increase/
	For The Years Ended						Increase/			(Decrease)
	February 28,						(Decrease)			Percentage
	2015			2014			U.S.Dollar ($)			(%)
Net Revenues	$	-		$	-		$	-			-
Cost of Revenue		-			-			-			-
Gross profit		-			-			-

Operating Expenses:
General and administrative expenses		616,827			41,157			575,670			1,398.72
Total operating expenses		616,827			41,157			575,670			1,398.72

Loss From Operations		(616,827	)		(41,157	)		(575,670	)		1,398.72

Other Expense:
Other income		(65	)		-			(65	)		(100.00	)
Interest Expense		32,332			-			32,332			100.00
Total other expense		32,267			-			32,267			100.00

Operating Loss		(649,094	)		(41,157	)		(607,937	)		1,477.12

Provision for income tax		2,400			-			2,400			100.00

Net Loss	$	(651,494	)	$	(41,157	)	$	(610,337	)		1,482.95

Revenue

We had no revenue for the years ended February 28, 2015 and 2014.

Cost of Revenue

We had no cost of revenue for the years ended February 28, 2015 and 2014.

Gross Profit

We had no gross profit from sales for the years ended February 28, 2015 and 2014.

General and Administrative Expenses

General and administrative expenses were $616,827 for the year ended February 28, 2015, compared to $41,157 for the year ended February 28, 2014, which represents an increase of $575,670, or 1,399%. This increase was due to the increase in employee expenses, administrative expenses for new movie projects and professional fees related to public company filings and business strategy.

Interest expense.

Interest expense was $32,332 for the year ended February 28, 2015, compared to $0 for the year ended February 28, 2014, which represents an increase of $32,332, or 100%. The increase in interest expense was due to increase in interest accrued derived from additional issuances of convertible debt during the year ended February 28, 2015.

Liquidity & Capital Resources

Our principal sources of liquidity during the year ended February 28, 2015 include proceeds from issuance of convertible debt and net proceeds from loan from related party.

As of the February 28, 2015, we had cash of $107,901 as compared to $9,500 as of February 28, 2014, representing a increase of $98,401. Our principal sources of liquidity during the year ended February 28, 2015 include proceeds from issuance of convertible debt of $1,750,000 and net proceeds from loan from related party of $1,078,497.

The following table sets forth a summary of our cash flows for the years indicated:

	For the years Ended February 28,
	2015			2014

Net cash (used in) operating activities	$	(2,128,839	)	$	(28,677	)
Net cash (used in) investing activities	$	(601,257	)	$	-
Net cash provided by financing activities	$	2,828,497		$	27,000

Net cash used in operating activities was $2,128,839 for the year ended February 28, 2015, compared to $28,677 for the year ended February 28, 2014. The increase of $2,100,162 was primarily due to increased prepaid project cost of $272,718 and increased film costs of $1,238,023 for the year ended February 28, 2015.

Net cash used in investing activities was $601,257 for the year ended February 28, 2015, compared to $0 for the year ended February 28, 2014. The increase of $601,257 was due to the increase other receivable of $601,021 and the cash receipt of investment in Crimson Forest Entertainment Group (USA), LLC in amount of $764 and offset by payments made of investment in Crimson Forest Entertainment Group (USA), LLC in amount of $1,000.

Net cash provided by financing activities amounted to $2,828,497 for the year ended February 28, 2015, compared to $27,000 for the year ended February 28, 2014, representing a increase of $2,801,497. The increase was primarily due to the proceeds from issuance of convertible debt of $1,750,000 and net proceeds from loan from related party of $1,078,497 for the year ended February 28, 2015.

On March 23, 2014, the Company entered into a financing agreement with Portnice Investment Limited for the amount of $2,000,000 to be used for operational and project development expenses. The financing agreement was executed as a convertible note purchase agreement with Portnice Investment Limited whereby the company may sell and issue up to an aggregate maximum of $2,000,000 in principal amount of Convertible Notes prior to March 3, 2019. The Notes bear an interest rate equal to 3.8% per annum, compounded annually, based on a 365 day year. On March 23, 2014, the Company issued a Convertible Promissory Note in principal amount of $250,000 under this agreement to Portnice Investment Limited. On June 13, 2014, the Company issued an additional Convertible Promissory Note to Portnice in the principal amount of $250,000. On November 21, 2014, the Company issued an additional Convertible Promissory Note to Portnice in the principal amount of $250,000. On December 31, 2014, the Company issued an additional Convertible Promissory Note to Portnice in the principal amount of $1,000,000. As of February 28, 2015, the Convertible Debt had a balance of $1,750,000.

The Loan proceeds are to be used as followed:

(a) Film Production. $3 million are to be allocated for film production of the Picture.

UCL is required to pay the Loan in accordance with the following payment schedule:

(b) UCL shall pay all outstanding principal plus all accrued unpaid interest on the date which is 30 days prior to the expiration date of the standby letters of credit.

As of February 28, 2015, UCL had an outstanding balance of $1,087,813 under the line of credit with EWB.

The transaction was scheduled to close in installments:

i)	10% of the shares shall be purchased upon 5 working days after execution of the Stock Purchase Agreement;

ii)	40% of the shares shall be purchased upon on or before December 15, 2014;

iii)	50% of the shares shall be purchased upon on or before January 15, 2015;

As of February 28, 2015, no CFA had not funded any portion of the $5 million and no shares were issued. We are in negotiations with CFA regarding this Stock Purchase Agreement.

Critical Accounting Policies and Estimates

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use if estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Our significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies impact its financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our results of operations, financial position or liquidity for the periods presented in this report.

In the year ended February 28, 2015, the Company elected to early adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage.

Recent Accounting Pronouncements

Other than Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, there are no recent accounting pronouncements expected to affect the Company.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities”.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, we are not required to include this information in our Annual Report on Form 10-K.

ITEM 8. FINANCIAL STATEMENTS

Our consolidated financial statements appear in a separate section of this Annual Report on Form 10-K beginning on page F-1.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure and Control Procedures

The Company’s disclosure controls and procedures are designed to ensure (i) that information required to be disclosed by the Company in the reports the Company files or submits under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms; and (ii) that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our principal executive officer and principal financial officer evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of February 28, 2015, and concluded that the disclosure controls and procedures were not effective as a whole, and that the deficiency involving internal controls constituted a material weakness as discussed below.

(b) Management’s Assessment of Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Exchange Act Rules 13a-15(f). A system of internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Under the supervision and with the participation of management, including the principal executive officer and the principal financial officer, the Company’s management has evaluated the effectiveness of its internal control over financial reporting as of February 28, 2015, based on the criteria established in a report entitled “Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission” and the interpretive guidance issued by the Commission in Release No. 34-55929. Based on this evaluation, the Company’s management has evaluated and concluded that the Company’s internal control over financial reporting was ineffective as of February 28, 2015, and identified the following material weaknesses:

	●	There is a lack of accounting personnel with the requisite knowledge of Generally Accepted Accounting Principles in the United States (“GAAP”) and the financial reporting requirements of the U.S. Securities and Exchange Commission.

	●	There are insufficient written policies and procedures to insure the correct application of accounting and financial reporting with respect to the current requirements of GAAP and SEC disclosure requirements.

	●	There is a lack of segregation of duties, in that we only had one person performing all accounting-related duties.

Notwithstanding the existence of these material weaknesses in our internal control over financial reporting, our management believes that the financial statements included in its reports fairly present in all material respects the Company’s financial condition, results of operations and cash flows for the periods presented.

The Company will continue its assessment on a quarterly basis and the Company plans to hire personnel and resources to address these material weaknesses when it is financially able to do so. We believe these issues can be solved by hiring in-house accounting support and plan to do so as soon as we have funds available for this.

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. The Company’s registered public accounting firm was not required to issue an attestation on its internal controls over financial reporting pursuant to temporary rules of the SEC. The Company will continue to evaluate the effectiveness of internal controls and procedures on an on-going basis.

(c) Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Directors and Executive Officers

The following table and text sets forth the names and ages of all our directors and executive officers and our key management personnel as of June 11, 2015. All of our directors serve until the next annual meeting of stockholders and until their successors are elected and qualified, or until their earlier death, retirement, resignation or removal. Executive officers serve at the discretion of the board of directors, and are elected or appointed to serve until the next board of directors meeting following the annual meeting of stockholders. Also provided is a brief description of the business experience of each director and executive officer and the key management personnel and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities laws.

Name

Age

Title

Date of Appointment

Jonathan Lim

Director, Chief Executive Officer, and Treasurer

February 10, 2014

We do not have a standing audit committee or an audit committee financial expert. We do not have an audit committee financial expert because of the small size of our company and our board of directors at this time, and also because the cost related to retaining a financial expert at this time would be prohibitive.

Jonathan Lim - Director, Chief Executive Officer and Treasurer

Jonathan Lim, is our Chief Executive Officer and Chairman of our board of directors. Mr. Lim has over ten years’ experience in the entertainment business in China where he produced and managed over numerous Film & Television projects. Mr. Lim is graduate of both New York and Beijing Film Academy and first feature film “SLAM” was distributed by Sony Pictures Television International and CCTV. Other notable projects include Sony Pictures Television International China’s remake of Sofia’s Diary an interactive Web series which had over 100 million views and the localized launch for China of the Dr. Oz show. Mr. Lim was also the creator/producer of “Made in NBA” a weekly television show for the NBA for over 6 years that was broadcast over 40 channels in Mainland China.

Mr. Lim has over twenty years of business experience in brand development, strategic marketing and planning in the retail business. From 2002 until February 2014, Mr. Lim held various executive positions at Aussino Group Limited, an international retailer and wholesaler of home fashion textiles & licensed products. Mr. Lim previously served as CEO and Managing Director of Aussino Group Limited, and was responsible for the establishment of new stores and franchising expansion activities throughout China and the other Asian markets.

Mr. Lim holds a Bachelor of Commerce in Marketing and Asian Studies from Murdoch University, Australia.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board of directors.

There are no agreements or understandings for any director or officer to resign at the request of another person and none of the directors or officers is acting on behalf of or will act at the direction of any other person. The activities of each director and officer are material to the operation of the Company. No other person’s activities are material to the operation of the Company.

Code of Ethics

The Company has adopted a Code of Ethics applicable to its directors and officers (including its principal executive officer and principal financial officer).

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires the Company’s directors and executive officers and any beneficial owner of more than 10% of any class of the Company’s equity securities to file reports of ownership and changes in ownership with the SEC and furnish copies of the reports to the Company. Based solely on the Company’s review of copies of such forms and written representations by the Company’s directors and executive officers received by it, the Company believes that during 2014, all such reports were timely filed, except that (i) the Form 3 for Jonathan Lim and Justin Begnaud upon their becoming officers of the Company, and the Form 3 of Samcorp, on its becoming a 10% beneficial owner of the Company, were each filed late, and (ii) Alex Fridman failed to file a Form 4 reporting a sale of the Company’s common stock.

ITEM 11. EXECUTIVE COMPENSATION.

The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the years ended February 28, 2015 and 2014.

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		All Other Compensation ($)		Total

Jonathan Lim, CEO		2015		148,684		0		0		0		0		148,684
		2014		0		0		0		0		0		0
Justin Begnaud, COO(1)		2015		100,000		0		0		0		0		100,000
		2014		0		0		0		0		0		0

(1) Resigned from his positions with the Company on February 6, 2015.

Option Grants

There were no individual grants of stock options to purchase our common stock made or outstanding to the executive officers named in the Summary Compensation Table for the year ended February 28, 2015.

Long-Term Incentive Plan Awards

The Company does not currently have a long-term incentive plan.

Compensation of Directors

Directors are permitted to receive fixed fees and other compensation for their services as directors. The Company’s board of directors has the authority to fix the compensation of directors. No amounts were paid to, or accrued to, directors in such capacity for the year ended February 28, 2015.

Employment Agreements

Currently, we do not have an employment agreement in place with any of our executive officers.

Committees

As the Company’s Board of Directors currently consists of one person, the Company’s board of directors does not currently have any committees. During the most recently completed fiscal year, Jonathan Lim, the Company’s Chief Executive Officer, made all decisions concerning executive officer compensation.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table presents information concerning the beneficial ownership of the shares of our common stock as of June 11, 2015 by: (i) each of our named executive officers and current directors, (ii) all of our current executive officers and directors as a group and (iii) each person we know to be the beneficial owner of 5% of more of our outstanding shares of common stock. Unless otherwise specified, the address of each beneficial owner listed in the table is c/o Crimson Forest Entertainment Group, Inc., 8335 Sunset Blvd., Suite #238, West Hollywood, California 90069.

Title of Class	Name and Address Of Beneficial Owners	Amount and Nature Of Beneficial Ownership		Percent Of Class ⁽¹⁾
Common Stock	Samcorp Capital Corporation ⁽²⁾		36,000,000		90.55	%
Common Stock	Jonathan Lim		0		0	%
Common Stock	All officers and directors as a group (1 person)		0		0	%

(1)	The number of outstanding shares of common stock of the Company for purposes of calculating the above percentages is 39,755,000.

(2)	The business address of Samcorp Capital Corporation is 278 Ocean Drive, #08-23 The Coast, Sentosa Cove, Singapore. The individual person who has the power to vote and/or dispose of their securities is Mr. Anthony Lim, the father of the Company’s Chairman and Chief Executive Officer.

The Company had no outstanding equity awards at fiscal year-end.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Transactions with Related Persons

As of February 28, 2015, the Company had three loans of $395,000, $700,000 and $3,497 due to Mirare Corporation, which is ultimately owned by Mr. Anthony Lim and Mr. Jonathan Lim. As of February 28, 2014, the Company had a $20,000 loan due to Jonathan Lim. Mr. Jonathan Lim is the Chief Executive Officer and chairman of the Company. Mr. Anthony Lim is the father of Mr. Jonathan Lim. Those loans are unsecured, bear no interest, and due on demand.

Director Independence

On an annual basis, each director and executive officer will be obligated to disclose any transactions with our Company and any of its subsidiaries in which a director or executive officer, or any member of his or her immediate family, have a direct or indirect material interest. Following completion of these disclosures, our board of directors will make an annual determination as to the independence of each director using the current standards for “independence” that satisfy the criteria for The NASDAQ Stock Market.

As of February 28, 2015, none of our directors qualified as independent in accordance with Nasdaq Marketplace Rule 5605(a)(2).

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Audit Fees

Audit Fees consist of assurance and related services that are reasonably related to the performance of the audit or review of our financial statements. This category includes fees related to the performance of audits and attest services not required by statute or regulations, and accounts consultations regarding the application of GAAP to proposed transactions. The aggregate Audit Fees billed for the fiscal years ended February 28, 2015 and 2014, were $45,500 and $18,000, respectively.

Audit Related Fees

The aggregate fees billed for assurance and related services by our principal accountant that are reasonably related to the performance of the audit or review of our financial statements, other than those previously reported in this Item 14, for the fiscal years ended February 28, 2015 and 2014, were $0 and $0, respectively.

Tax Fees

Tax Fees consist of the aggregate fees billed for professional services rendered by our principal accountant for tax compliance, tax advice, and tax planning. These services include preparation for federal and state income tax returns. The aggregate Tax Fees billed for the fiscal years ended February 28, 2015 and 2014, were $0 and $0, respectively.

Audit Committee Pre-Approval Policies and Procedures

Effective May 6, 2003, the SEC adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be:

	●	approved by our audit committee; or

	●	entered into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include delegation of the audit committee’s responsibilities to management.

We do not have an audit committee. Our board of directors pre-approves all services provided by our independent auditors.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a) Financial Statements

1. The following financial statements of are included in this Annual Report on Form 10-K:

Report of Independent Registered Public Accounting Firm Balance Sheet at February 28, 2015 and 2014

Statements of Operations - for the years ended February 28, 2015 and 2014

Statements of Cash Flows - for the years ended February 28, 2015 and 2014

Statements of Stockholders’ Equity - for the years ended February 28, 2015 and 2014

Notes to Financial Statements

(b) Exhibits

Exhibit No.		Description

3.1		Articles of Incorporation (incorporated by reference from Exhibit 3.1 to the Company’s Registration Statement on Form S-1/A, filed with the SEC on December 22, 2011)

3.2		Certificate of Amendment to the Company’s Articles of Incorporation (incorporated by reference from Exhibit 3.2 to the Company’s Registration Statement on Form S-1/A, filed with the SEC on December 22, 2011)

3.3		Bylaws (incorporated by reference from Exhibit 3.3 to the Company’s Registration Statement on Form S-1/A, filed with the SEC on December 22, 2011)

10.1		Securities Purchase Agreement, dated February 7, 2014, by and among East Shore Distributors, Inc., Alex Fridman and Samcorp Capital Corporation (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 20, 2014)

10.2		Co-Production Agreement, dated July 3, 2014, by and among the Company, Unknown Caller LLC, and China Film Assist Co., Ltd. (incorporated by reference from Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 19, 2014)

10.3		Business Loan Agreement between Unknown Caller LLC and East West Bank. (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on October 15, 2014)

10.4		Commercial Security Agreement between Unknown Caller LLC and East West Bank (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed with the SEC on October 15, 2014)

10.5		Promissory Note between Unknown Caller LLC and East West Bank (incorporated by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed with the SEC on October 15, 2014)

10.6		Convertible Notes Purchase Agreement and Form of Convertible Note, dated March 23, 2014, by and between the Registrant and Portnice Investment Limited, a British Virgin Islands corporation. (incorporated by reference from Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q, filed with the SEC on October 20, 2014)

10.8		Stock Purchase Agreement between Crimson Forest Entertainment Group Inc. and China Film Assist Co. (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on November 7, 2014)

10.9		Severance Agreement and General Release, by and between Justin Begnaud and Crimson Forest Entertainment Group Inc. (incorporated by reference from Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on February 13, 2015)

14.1		Code of Ethics (incorporated by reference from Exhibit 14.1 to the Company’s Registration Statement on Form S-1/A, filed with the SEC on December 22, 2011)

31.1		Certification by the Principal Executive Officer and Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)) *

32.1		Certification by the Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

101.INS		INS XBRL Instance Document **

101.SCH		SCH XBRL Schema Document **

101.CAL		CAL XBRL Calculation Linkbase Document **

101.DEF		DEF XBRL Definition Linkbase Document **

101.LAB		LAB XBRL Label Linkbase Document **

101.PRE		PRE XBRL Presentation Linkbase Document **

* filed herewith

** Information is furnished and not filed or a part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

Pursuant to the requirement of Section 13 or 15(d) 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.

	Crimson Forest Entertainment Group Inc.

Date: June 15, 2015	By:	/s/ Jonathan Lim
		Jonathan Lim
		Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Jonathan Lim

Chairman of the Board,

June 15, 2015

Jonathan Lim

Chief Executive Officer and Treasurer

(Principal Executive Officer and Principal Financial Officer)

CRIMSON FOREST ENTERTAINMENT GROUP INC. AND SUBSIDIARIES

Financial Statements

February 28, 2015 and 2014

TABLE OF CONTENTS

		Page
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets as of February 28, 2015 and 2014		F-3
Consolidated Statements of Income and Comprehensive Income for the years ended February 28, 2015 and 2014		F-4
Consolidated Statements of Cash Flows for the years ended February 28, 2015 and 2014		F-5
Consolidated Statements of Equity for the years ended February 28, 2015 and 2014		F-6
Notes to the Consolidated Financial Statements		F-7

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Crimson Forest Entertainment Group Inc.

We have audited the accompanying consolidated balance sheet of Crimson Forest Entertainment Group Inc. (formerly known as East Shore Distributors, Inc.) and Subsidiaries (collectively the “Company”) as of February 28, 2015 and 2014 and the related consolidated statements of operations, changes in stockholders’ deficit, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audit 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 consolidated 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 audit 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at February 28, 2015 and 2014, and the results of its consolidated operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ SIMON & EDWARD, LLP

Diamond Bar, California

June 14, 2015

F-2

CRIMSON FOREST ENTERTAINMENT GROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	February 28, 2015			February 28, 2014

ASSETS
Current Asset
Cash	$	107,901		$	9,500
Other Receivable		601,021			-
Prepaid Project Cost		272,718			-
Total Current Assets		981,640			9,500
Other Assets
Film Costs		1,259,036			-
Organization Costs		3,785			-
Other Assets		220			-
Total Assets	$	2,244,681		$	9,500

LIABILITIES AND STOCKHOLDERS’ (DEFICIT)
Current Liabilities:
Accounts payable and accrued liabilities	$	33,942		$	100
Loans payable - related parties		1,098,497			20,000
Total Current Liabilities		1,132,439			20,100
Long Term Liabilities
Convertible debt – related parties		1,750,000			-
Accrued Interest		24,336			-
Total Liabilities		2,906,775			20,100

Stockholders’ Deficit:
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; none issued and outstanding		-			-
Common stock, $0.0001 par value, 500,000,000 shares authorized; 39,755,000 shares issued and outstanding		3,976			3,976
Additional paid-in capital		65,604			65,604
Accumulated deficit		(731,674	)		(80,180	)
Total Stockholders’ Deficit		(662,094	)		(10,600	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	2,244,681		$	9,500

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

F-3

CRIMSON FOREST ENTERTAINMENT GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
AND OTHER COMPREHENSIVE LOSS

	For The Years Ended February 28,
	2015			2014
Net Revenues	$	-		$	-
Cost of Revenue		-			-
Gross profit		-			-

Operating Expenses:
General and administrative expenses		616,827			41,157
Total operating expenses		616,827			41,157

Loss From Operations		(616,827	)		(41,157	)

Other Expense:
Other Income		(65	)
Interest Expense		32,332			-
Total other expense		32,267			-

Operating Loss		(649,094	)		(41,157	)

Provision for income tax		2,400			-

Net Loss	$	(651,494	)	$	(41,157	)

Net income (loss) per common share - basic and diluted	$	(0.02	)	$	0.00

Weighted average shares outstanding - basic and diluted		39,755,000			39,755,000

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

F-4

CRIMSON FOREST ENTERTAINMENT GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For The Years Ended February 28,
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(651,494	)	$	(41,157	)
Adjustments to reconcile net loss to net cash (used in) operating activities:
Changes in operating assets and liabilities:
(Increase)/Decrease in:
Prepaid Project Cost		(272,718	)		-
Film Costs		(1,238,023	)		-
Other Assets		(3,105	)		-
Accounts payable and accrued liabilities		12,165			12,480
Accrued interest		24,336			-
Net Cash (Used In) Operating Activities		(2,128,839	)		(28,677	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash from Acquisition of Crimson Forest		764			-
Payment for acquisition of Crimson Forest		(1,000	)		-
Other receivable		(601,021	)		-
Net Cash (Used In) Investing Activities		(601,257	)		-

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans payable-related party		1,098,497			32,000
Repayment of loans payable-related party		(20,000	)		(5,000	)
Proceeds from issuance of convertible debt		1,750,000			-
Net Cash Provided By Financing Activities		2,828,497			27,000
NET (DECREASE) INCREASE IN CASH		98,401			(1,677	)

CASH - BEGINNING OF PERIOD		9,500			11,177
CASH - ENDING OF PERIOD	$	107,901		$	9,500

SUPPLEMENTARY DISCLOSURES:

Cash paid during the period for:
Income tax	$	2,400		$	-
Interest	$	-		$	-
SUPPLEMENTARY DISCLOSURES OF NON-CASH FINANCING ACTIVITY:
Related-Party Debt Cancellation	$	-		$	46,880

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

F-5

CRIMSON FOREST ENTERTAINMENT GROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY (DEFICIT)

FOR THE YEARS ENDED FEBRUARY 28, 2015 AND 2014

	Common Stock, $0.0001 Par Value				Additional		Deficit			Total
	Number of shares		Amount		paid-in capital		during Development			Stockholders’ Equity (Deficit)

Balance at February 28, 2013		39,755,000	$	3,976	$	18,724	$	(39,023	)	$	(16,323	)
Related-Party Debt Cancellation		-		-		46,880					46,880
Net loss - 2014		-		-		-		(41,157	)		(41,157	)
Balance at February 28, 2014		39,755,000	$	3,976	$	65,604	$	(80,180	)	$	(10,600	)

Net loss - 2015		-		-		-		(651,494	)		(651,494	)
Balance at February 28, 2015		39,755,000	$	3,976	$	65,604	$	(731,674	)	$	(662,094	)

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

F-6

CRIMSON FOREST ENTERTAINMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED FEBRUARY 28, 2015 AND 2014

1. NATURE OF OPERATIONS

The consolidated financial statements include the accounts of Crimson Forest Entertainment Group Inc. (formerly known as East Shore Distributors, Inc.) and its wholly owned subsidiaries, Crimson Forest Entertainment (USA) LLC, Life Unknown The Movie LLC., Crimson Forest Films (Canada) Ltd., Crimson Forest Films (Australia) Pty Ltd., Convergence The Movie LLC, and Nian The Movie LLC (collectively referred as the “Company,” unless the context indicates otherwise).

Crimson Forest Entertainment Group Inc. was incorporated in the State of Nevada on June 11, 2010. The Company was in the business of distributing a variety of consumer products until the execution of a “Security Purchase Agreement” on February 7, 2014. Since then, the new management and board of directors are in the business of financing, producing and acquiring theatrical quality feature films and television series.

On March 3, 2014, the Company entered into a Membership Interest Agreement with Namaskar Corporation, a California corporation and a related party of the Company. Subject to the terms and conditions of this agreement, the Company acquired 1,000 membership interest units of Crimson Forest Entertainment (USA) LLC (“Crimson Forest”), a California limited liability company with a purchase price of $1,000. Subsequent to the acquisition, Crimson Forest became a 100% owned subsidiary of the Company.

During March 2014, the Company founded a wholly owned entity, Unknown Caller LLC (“UCL”), a California limited liability company, with initial capital contribution of $5,500. On January 8, 2015, the Company has changed its legal name to Life Unknown The Movie LLC (“LUML”).

On November 19, 2014, the Company founded a wholly owned entity, Crimson Forest Films (Canada) Ltd. (“Crimson Forest Canada”) in British Columbia, Canada. As of February 28, 2015, the Company has no material operating activities.

On November 24, 2014, the Company founded a wholly owned entity, Crimson Forest Films (Australia) Pty Ltd. (“Crimson Forest Australia”) in Australia with initial capital contribution of $1,000. As of February 28, 2015, the Company has no material operating activities.

On December 5, 2014, the Company founded a wholly owned entity, Convergence The Movie LLC (“CTV”), a California limited liability company. As of February 28, 2015, the Company has no material operating activities.

On December 5, 2014, the Company founded a wholly owned entity, Nian The Movie LLC (“NTV”), a California limited liability company, with initial capital contribution of $1,000. As of February 28, 2015, the Company has no material operating activities.

2. RISKS AND UNCERTAINTIES

The Company’s operations will be subject to normal entertainment industry risk and uncertainties including financial, operational, technological, regulatory and other risks, including the potential risk of business failure.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles. All material intercompany accounts, transactions and profits have been eliminated in consolidation.

F-7

CRIMSON FOREST ENTERTAINMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED FEBRUARY 28, 2015 AND 2014

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates.

Revenue Recognition

The Company recognizes revenue from the sale (minimum guarantee or non-refundable advances) or licensing arrangement (royalty agreements) of a film in accordance with ASC 926 “Revenue Recognition, Entertainment – Films”. Revenue will be recognized only when all of the following criteria have been met:

a) Persuasive evidence of a sale or licensing arrangement with a customer exists.

b) The film is complete and, in accordance with the terms of the arrangement, has been delivered or is available for immediate and unconditional delivery. (i.e. the “notice of delivery” (“NOD”) has been sent and there is a master negative available for the customer).

c) The license period of the arrangement has begun and the customer can begin its exploitation, exhibition, or sale.

d) The arrangement fee is fixed or determinable.

e) Collection of the arrangement fee is reasonably assured.

Earnings per Share

Basic earnings (loss) per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock warrants, using the treasury stock method (by using the average stock price for the period determine the number of shares assumed to be purchased from the exercise of warrants), and convertible debt, using the if-converted method. Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive. Because the Company incurred losses for the year ended February 28, 2014, the number of basic and diluted shares of common stock is the same since any effect from outstanding convertible debt would be anti-dilutive.

Cash

The Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents. As of February 28, 2015 and 2014, the Company had no cash equivalents.

Prepaid Project Cost

As of February 28, 2015 and 2014, Prepaid cost related to movie projects were $272,718 and $0, respectively.

F-8

CRIMSON FOREST ENTERTAINMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED FEBRUARY 28, 2015 AND 2014

Film Costs

The Company capitalizes costs which were used in the production of films according to ASC 926, Entertainment – Films. Pursuant to ASC 926-20-35, the Company will begin to amortize capitalized film cost when a film is released and it begins to recognize revenue from the film. For films produced by the Company, capitalized costs include all direct production and financing costs, capitalized interest and production overhead.

Production overhead includes allocation of costs of individuals or departments with exclusive or significant responsibility for the production of films. Production overhead does not include general and administrative expenses.

Unamortized film costs are tested for impairment when there is an indication that the fair value of the film may be less than unamortized costs. Consistent with the rules for recognizing impairment of long-lived assets in ASC 926, the standard sets forth examples of events or changes in circumstances that indicate that the entity must assess whether the fair value of the film (whether it has been completed or is still in production) is less than the carrying amount of its unamortized film costs.

1. An adverse change in the expected performance of the film prior to its release

2. Actual costs substantially in excess of budgeted costs

3. Substantial delays in completion or release schedules

4. Changes in release plans, such as a reduction in the initial release pattern

5. Insufficient funding or resources to complete the film and to market it effectively

6. Actual performance subsequent to release fails to meet prerelease expectations. (ASC 926-20-35-12)

As of February 28, 2015 and 2014, the carrying value of the film costs was $1,259,036 and $0, respectively.

Fair Value of Financial Instruments

The Company measures assets and liabilities at fair value based on an expected exit price as defined by the authoritative guidance on fair value measurements, which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level.

The following are the hierarchical levels of inputs to measure fair value:

	●	Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets;

	●	Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means; and

	●	Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available.

F-9

CRIMSON FOREST ENTERTAINMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED FEBRUARY 28, 2015 AND 2014

The Company’s financial instruments consisted primarily of cash, film costs, accounts payable, and loans payable – related party. The carrying amounts of the Company’s financial instruments generally approximate their fair values as of February 28, 2015 and 2014, respectively, due to the short-term nature of these instruments.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of the Company’s assets and liabilities at tax rates expected to be in effect when such assets or liabilities are realized or settled. Deferred income tax assets are reduced by valuation allowances when necessary.

Assessing whether deferred tax assets are realizable requires significant judgment. The Company considers all available positive and negative evidence, including historical operating performance and expectations of future operating performance. The ultimate realization of deferred tax assets is often dependent upon future taxable income and therefore can be uncertain. To the extent the Company believes it is more likely than not that all or some portion of the asset will not be realized, valuation allowances are established against the Company’s deferred tax assets, which increase income tax expense in the period when such a determination is made.

Income taxes include the largest amount of tax benefit for an uncertain tax position that is more likely than not to be sustained upon audit based on the technical merits of the tax position. Settlements with tax authorities, the expiration of statutes of limitations for particular tax positions, or obtaining new information on particular tax positions may cause a change to the effective tax rate. The Company recognizes accrued interest and penalties related to unrecognized tax benefits in the provision for income taxes on the statements of operations. There were no unrecognized tax benefits for the nine months ended November 30, 2014 and 2013 since a valuation allowance has offset the deferred tax asset resulting from the net operating losses.

None of the Company’s federal or state income tax returns are currently under examination by the Internal Revenue Service (“IRS”) or state authorities. However, fiscal years 2014, 2013, 2012 and 2011, remain subject to examination by the IRS and respective states.

Recent Accounting Pronouncements

In June 2014, the FASB issued ASU 2014-10, “Development Stage Entities”. The amendments in this update remove the definition of a development stage entity from the Master Glossary of the ASC thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments in this update are applied retrospectively. The Company elected early adoption of ASU 2014-10. The adoption of ASU 2014-10 removed the development stage entity financial reporting requirements from the Company.

There are no recent accounting pronouncements that are expected to have a material effect on the Company’s consolidated financial statements.

F-10

CRIMSON FOREST ENTERTAINMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED FEBRUARY 28, 2015 AND 2014

4. OTHER RECEIVABLE

As of February 28, 2015 and 2014, other receivable consisted of the following:

	February 28,
		2015			2014
Total accumulated capitalized costs	$	3,147,590		$	-
Less: 40% Est. shared of costs of the Company		(1,259,036	)		-
60% of the Project cost is borne by CFA		1,888,554			-
Less: Project advances from CFA		(199,720	)		-
Line of credit from EWB		(1,087,813	)		-
Other receivable from CFA	$	601,021		$	-

5. INCOME TAX

The Company recognizes deferred tax assets and liabilities for both the expected impact of differences between the financial statements and the tax basis of assets and liabilities, and for the expected future tax benefit to be derived from tax losses and tax credit carry forwards. The Company has established a valuation allowance to reflect the likelihood of the realization of deferred tax assets.

The Company has a net operating loss carry forward for tax purposes totaling approximately $730,000 at February 28, 2015, expiring through 2034. U.S. Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carry forwards after a change in control (generally greater than a 50% change in ownership).

F-11

CRIMSON FOREST ENTERTAINMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED FEBRUARY 28, 2015 AND 2014

Significant deferred tax assets at February 28, 2015 and 2014 are approximately as follows:

	February 28, 2015			February 28, 2014

Gross deferred tax assets:
Net operating loss carry forwards	$	248,000		$	27,000
Total deferred tax assets		248,000			27,000
Less: valuation allowance		(248,000	)		(27,000	)

Net deferred tax asset recorded	$	-		$	-

As of February 28, 2015 and 2014, the valuation allowances were $248,000 and $27,000, respectively.

The actual tax benefit differs from the expected tax benefit for the years ended February 28, 2015 and 2014 (computed by applying the U.S. Federal Corporate tax rate of 34% to income before taxes) approximately as follows:

	For The Years Ended February 28,
	2015			2014

Deferred tax asset for NOL carry forwards		221,000			14,000
Change in valuation allowance		(221,000	)		(14,000	)

Net deferred income tax expenses (benefit)	$	-		$	-

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of February 28, 2015.

The net change in valuation allowance during the years ended February 28, 2015 and 2014 was an increase of approximately $221,000 and $14,000, respectively.

6. PROMISSORY NOTE

F-12

CRIMSON FOREST ENTERTAINMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED FEBRUARY 28, 2015 AND 2014

The Loan proceeds are to be used as followed:

(a) Film Production. $3 million are to be allocated for film production of the Picture.

UCL is required to pay the Loan in accordance with the following payment schedule:

(b) UCL shall pay all outstanding principal plus all accrued unpaid interest on the date which is 30 days prior to the expiration date of the standby letters of credit.

As of February 28, 2015, UCL had an outstanding balance of $1,087,813 under the line of credit with EWB.

7. LOAN PAYABLE-RELATED PARTIES

The related parties listed below loaned money to the Company for the purpose of working capital. As of February 28, 2015 and 2014, due to related party consisted of the following:

8. CONVERTIBLE DEBT- RELATED PARTY

The Company had the following convertible debt outstanding:

		February 28, 2015				February 28, 2014
Convertible Debt		$	1,750,000			$	-

On March 23, 2014, the Company entered a Convertible Notes Purchase Agreement with Portnice Investment Limited, a British Virgin Islands corporation and a related party of the Company. Subject to the terms and conditions of this agreement, the Company may issue up to an aggregate maximum of $2,000,000 in principal amount of Convertible Notes prior to March, 2019. The Convertible Notes pay interest at a rate of 3.8% per annum, compounded annually, based on a 365 day year. Principal and any accrued but unpaid interest under Convertible Notes shall be due and payable on the earlier of (a) the fifth year anniversary of the issuance date of Convertible Notes (b) the consummation of a Qualified Financing, which involves the issuance of Capital Stock and results in gross proceeds equal to or in excess of $3,000,000.

F-13

CRIMSON FOREST ENTERTAINMENT GROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED FEBRUARY 28, 2015 AND 2014

The Convertible Notes is convertible at the holders’ option into shares of Company common stock at $0.008 per share or at the purchase price of the Capital Stock issued in the Qualified Financing. On March 23, 2014, the Company issued a Convertible Promissory Note in principal amount of $250,000 under this agreement to Portnice Investment Limited. On June 13, 2014, the Company issued a Convertible Promissory Note to Portnice in the principal amount of $250,000. On November 21, 2014, the Company issued an additional Convertible Promissory Note to Portnice in the principal amount of $250,000. On December 31, 2014, the Company issued an additional Convertible Promissory Note to Portnice in the principal amount of $1,000,000. As of February 28, 2015 and 2014, the Convertible Debt amounted to $1,750,000 and $0, respectively.

Interest expense of the Convertible Notes for the years ended February 28, 2015 and 2014 amounted to $24,336 and $0, respectively.

9. STOCKHOLDER’S EQUITY (DEFICIT)

On March 10, 2014, the Company approved an increase of the Company’s authorized common stock from 100,000,000 to 500,000,000 shares.

Stock Purchase Agreement

The transaction was scheduled to close in installments:

i)	10% of the shares shall be purchased upon 5 working days after execution of the Stock Purchase Agreement;

ii)	40% of the shares shall be purchased upon on or before December 15, 2014;

iii)	50% of the shares shall be purchased upon on or before January 15, 2015;

As of February 28, 2015, no CFA had not funded any portion of the $5 million and no shares were issued. We are in negotiations with CFA regarding this Stock Purchase Agreement.

10. SUBSEQUENT EVENTS

The Company evaluated all events or transactions that occurred after February 28, 2015 up through the date the financial statements were issued. During these periods, the Company did not have any material recognizable subsequent events required to be disclosed as of and for the year ended February 28, 2015 except for the following:

On May 06, 2015, the Company discontinued a wholly owned entity, Convergence The Movie LLC (“CTV”), a California limited liability company.

On May 06, 2015, the Company discontinued a wholly owned entity, Nian The Movie LLC (“NTV”), a California limited liability company.

F-14

Crimson Forest Entertainment Group Inc. - FORM 10-K - June 15, 2015

Attached files

Crimson Forest Entertainment Group Inc. Reports