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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~December 331, 2014

CRIMSON FOREST ENTERTAINMENT GROUP INC.

(Exact name of registrant as specified in its charter)

Nevada	0-55142	27-2838091
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

8335 Sunset Blvd., Suite #238, West Hollywood, California		90069
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code:		(323) 337-9086

Registrant’s telephone number, including area code: (323) 337-9086

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SEC 873 (01/12)

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Item 1.01 Entry into a Material Definitive Agreement.

~~Stock~~As previously reported, on March 23, 2014, Crimson Forest Entertainment Group Inc. (the “Company”) entered into a Convertible Note Purchase Agreement (the “Note Purchase Agreement”) with Portnice Investment Limited, a British Virgin Islands corporation (“Portnice”), under which the Company may sell and issue to Portnice up to an aggregate maximum of $2,000,000 in principal amount of Convertible Promissory Notes prior to March 3, 2019. On December 31, 2014, the Company issued an additional Convertible Promissory Note to Portnice under the Note Purchase Agreement in the principal amount of USD $1,000,000. The Convertible Promissory Note is 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 Convertible Promissory Note.

OnItem ~~November 3, 2014, Crimson Forest Entertainment Group Inc~~2.03 ~~(the~~Creation ~~“Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with China Film Assist Co., a company organized in The Peoples’ Republic~~ of ~~China~~ ~~(the “Investor”), in~~ a ~~private~~Direct ~~placement~~Financial ~~transaction~~Obligation ~~pursuant~~or toan ~~which~~Obligation ~~the~~under ~~Company agreed to issue and sell to the Investor~~ an ~~aggregate~~Off-Balance ofSheet ~~10,000,000~~Arrangement ~~shares~~ of ~~the Company’s Common Stock at~~ a ~~price of $0~~Registrant.50 per share for aggregate gross proceeds of $5,000,000. The Company expects to close the transaction in installments, with 10% of the shares to be purchased upon execution of the Purchase Agreement, 40% of the shares on or before December 15, 2014, and 50% of the shares on or before January 15, 2015.

The ~~foregoing~~disclosure ~~description~~under ofItem ~~the~~1.01 ~~Purchase~~of ~~Agreement~~this ~~does~~Report ~~not purport to be complete and~~ is ~~qualified~~incorporated inunder ~~its~~this ~~entirety~~Item by reference ~~to the complete text of the form of Purchase Agreement filed as Exhibit 10~~.~~1 hereto.~~

~~The~~Item ~~Company’s press release, dated November 7, 2014, announcing the Purchase Agreement is filed as Exhibit 99~~3.102 toUnregistered ~~this~~Sales ~~Current Report~~of onEquity ~~Form 8-K~~Securities.

~~Item~~The 3disclosure under Item 1.0201 of this Report is incorporated under this Item by reference. ~~Unregistered~~The ~~Sales~~issuance of ~~Equity~~the USD $1,000,000 Convertible Promissory Note to Portnice was exempt from registration pursuant to Section 4(2) of, and Rule 506 under Regulation D promulgated under, the Securities Act of 1933, as amended.

Reference is made to the private placement transaction discussed in Item 1.01 above. The offer and sale of the 10,000,0000 shares of Common Stock under the Purchase Agreement was exempt from registration pursuant to Section 4(2) of, and Rule 506 under Regulation D promulgated under, the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
10.1		~~Stock~~Convertible Note Purchase Agreement, including form of Convertible Promissory Note, dated March 23, 2014, by and between ~~Crimson~~the ~~Forest~~Registrant ~~Entertainment~~and ~~Group~~Portnice ~~Inc~~Investment Limited, a British Virgin Islands corporation (incorporated by reference to Exhibit 10.1 ~~and~~to ~~China~~the ~~Film~~Registrant’s ~~Assist~~Quarterly CoReport on Form 10-Q filed on October 20, 2014).
99.1		Press Release, dated November 7, 2014.

SIGNATURES

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

	CRIMSON FOREST ENTERTAINMENT GROUP INC.
		(Registrant)
Dated: November 7, 2014	By:	/s/ Jonathan Lim
	Name:	Jonathan Lim
	Title:	Chief Executive Officer

	CRIMSON FOREST ENTERTAINMENT GROUP INC.
	(Registrant)

Dated: January 7, 2015	By:	/s/ Jonathan Lim
	Name:	Jonathan Lim
	Title:	Chief Executive Officer

Filing Compare · Crimson Forest Entertainment Group Inc.