EAST SHORE DISTRIBUTORS, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Changes in Control or Registrant, Change in Directors or Principal Officers, Financial Statements and Exhibits
(Edgar Glimpses Via Acquire Media NewsEdge)
Item 1.01 Entry into a Material Definitive Agreement.
On February 7, 2014, East Shore Distributors, Inc., a Nevada corporation (the
"Registrant"), entered into a securities purchase agreement (the "Securities
Purchase Agreement") by and among itself, Alex Fridman (the "Seller") and
Samcorp Capital Corporation (the "Purchaser"), pursuant to which the Seller sold
and transferred 36,000,000 shares of the Registrant's common stock, par value
$0.0001 per share (the "Common Stock") to the Purchaser in consideration for
$329,600 in cash (the "Purchase Price"). The parties agreed to apply the
proceeds as follows: (i) $33,500 out of the Purchase Price was placed into a
holdback escrow for a period of six months; (ii) proceeds as necessary were
applied toward the payment of certain Registrant debts and payables until fully
satisfied; and (iii) the remainder of the Purchase Price was released to the
Seller. The transaction closed on February 10, 2014.
Under the Securities Purchase Agreement, the parties agreed to customary
representations and warranties. After the expiration of the six-month holdback
escrow period, the amount in said escrow shall be released to the Seller, less
the net amount if any due to the Purchaser pursuant to the indemnification
provisions of the Securities Purchase Agreement.
There are no material relationships between the Registrant or its affiliates and
any of the parties to the Securities Purchase Agreement.
The foregoing description of the Securities Purchase Agreement does not purport
to be complete and is qualified in its entirety by reference to the full text of
the Securities Purchase Agreement, a copy of which is filed as Exhibit 10.1 to
this Current Report on Form 8-K and incorporated herein by reference.
Item 5.01 Changes in Control of Registrant.
On February 10, 2014, the Purchaser acquired a controlling interest in the
Registrant through the acquisition of 36,000,000 shares (the "Shares") of Common
Stock pursuant to the Securities Purchase Agreement described in Item 1.01,
which is hereby incorporated by reference into this Item 5.01. The Shares
represented approximately 90.55% of the Registrant's then-outstanding Common
The source of funds used as consideration for the transactions contemplated by
the Securities Purchase Agreement was cash on hand. No part of the consideration
used to acquire control of the Registrant was from a loan. The total cash
consideration used by the Purchaser to acquire control of the Registrant (by
acquiring the Shares from the Registrant's stockholders as described in this
report) was $329,600.
Further information about the Registrant is available and set forth in the
Registrant's periodic reports as filed with the U.S. Securities and Exchange
Commission (the "Commission"), incorporated by reference into this Current
Report on Form 8-K.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Resignation of Directors
On February 10, 2014, both Mr. Alex Fridman and Mr. Scott Carpenter, each a
director serving on the Registrant's Board of Directors (the "Board"), agreed to
resign from the Board, effective on the eleventh day following the date on which
the Registrant files an information statement on Schedule 14F-1 with the
Commission. The resignation of these two individuals is in connection with the
above-described change in control, and there were no disagreements between Mr.
Fridman or Mr. Carpenter and the Registrant.
Resignation of Chief Executive Officer
Effective February 10, 2014, Mr. Alex Fridman resigned as Chief Executive
Officer of the Registrant. His resignation was not the result of any
disagreements with the Registrant on any matters relating to the Registrant's
operations, policies or practices.
Appointment of Directors
Effective February 10, 2014, Mr. Jonathan Lim and Mr. Justin Begnaud were each
appointed as members of the Board. Neither of these individuals are directors of
any other reporting company. Other than the transactions described in Item 1.01
and Item 5.01 above, no transactions have occurred during the last two years to
which the Registrant was a party in which the foregoing individuals had or is to
have a direct or indirect material interest. Neither of the above two directors
have been appointed to any committee of the Board. The following description
contains the relevant business experience of the Registrant's new directors:
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 has 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
Mr. Lim holds a Bachelor of Commerce in Marketing and Asian Studies from Murdoch
Justin Begnaud - Director and Vice President/COO
Justin R. Begnaud is Vice President - Chief Operating Officer of the Company,
and has over 15 years of entertainment experience in developing, financing and
producing content for film, television and new media. Previously, Mr. Begnaud
was the Head of International Business Development for the television & film
financier, Grosvenor Park Media. Prior to joining Grosvenor Park, Mr. Begnaud
was the Director of Production and a bond representative on over 30 independent
feature films while working for the completion bond company, Film Finances, Inc.
Independently, he produced the feature films A GIRL WALKS HOME ALONE AT NIGHT
(2014), which premiered at the 2014 Sundance Film Festival, and SWEET LITTLE
LIES (2011). He has also produced over a half dozen music videos for artists
including Leon Timbo, Kill the Complex, The Visitors, Chief and White Arrows. He
was a Showrunner for the online comedy series BEHIND THE BYTE, where he oversaw
60 episodes for AT&T U-Verse and produced over 300 news segments for AT&T's Tech
Channel. He produced digital content for Legendary Pictures, Hearst
Communications, AT&T, LXTV/NBC, MIT, UCLA, Viacom, MTVu, and History.com.
Previously, Mr. Begnaud was a freelance television producer and worked on TV
documentaries & non-fiction series for A&E, The History Channel, AMC Networks,
AT&T U-Verse, MTV Networks and NBC Universal. Mr. Begnaud began his film career
working for Scott Rudin Productions. Additionally, he wrote grants for the
Museum of Modern Art and the Tribeca Film Institute in New York City. Mr.
Begnaud holds a M.F.A. from the UCLA Graduate School of Theater, Film &
Television, a M.S. in Fundraising Management & Nonprofit Administration from
Columbia University in New York, and a B.F.A. in Advertising / B.I.D. in
Industrial Design from Syracuse University. He is a member of the Producers
Guild of America, Film Independent, the International Film & Television
Alliance, and the Academy of Television Arts & Sciences.
Mr. Begnaud has no family relationship with any of the officers or directors of
the Registrant. Jonathan Lim, CEO and Treasurer of the Company, is the son of
Anthony Lim, who is a principal of Samcorp Capital Corporation, the majority
shareholder of the Company.
Appointment of Executive Officers
Effective February 10, 2014, Mr. Jonathan Lim was appointed as the Chief
Executive Officer and Treasurer of the Registrant. Other than the transactions
described in Item 1.01 and Item 5.01 above, no transactions have occurred during
the last two years to which the Registrant was a party in which Mr. Lim had or
is to have a direct or indirect material interest.
Jonathan Lim and Justin Begnaud were each appointed to their respective
positions as directors and officers of the Registrant as described above,
pursuant to and as a condition to closing under the Securities Purchase
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Securities Purchase Agreement, dated February 7, 2014, by and among
East Shore Distributors, Inc., Alex Fridman and Samcorp Capital
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