UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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 12, 2014




                          Red Giant Entertainment, Inc.
             (Exact name of registrant as specified in its charter)

           Nevada                      000-53310                 98-0471928
(State or other jurisdiction          (Commission             (I.R.S. Employer
      of incorporation)               File Number)           Identification No.)

 614 E. Hwy 50, Suite 235, Clermont, FL                            34711
(Address of principal executive offices)                        (Zip Code)

                                 (877) 904-7334
           (Issuer's telephone/facsimile numbers, including area code)

                                 Not Applicable
          (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 (See: General Instruction A.2. below):

[ ] 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
    (17CFR240.14a-12)

[ ] Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
    Exchange Act (17CFR240.14d-2(b))

[ ] Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
    Exchange Act (17CFR240.13e-4(c))
<PAGE>


SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS



ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

As of November 6, 2014, we entered into a Securities Purchase Agreement (the
"SPA") with Mark Fischbach under which we agreed to issue to Mr. Fischbach (i)
30,000,000 shares of our common stock (the "Common Shares"); and (ii) 5,000,000
shares of our proposed Series Z Preferred Stock, with rights, privileges and
preferences as set forth in Item 5.03 below (the "Series Z Preferred Shares")
(collectively with the Common Shares, the "Shares") for an aggregate price of
$200,000 (the "Purchase Price"). We closed on this transaction on November 12,
2014.

The Shares will be issued to Mr. Fischbach pursuant to the exemptions from
registration set forth in Section 4(2) of the Securities Act of 1933 and
regulations promulgated thereunder. He has represented to us that he is an
accredited investor and had adequate information about us as well as the
opportunity to ask questions and receive responses from our management. The
Preferred Shares will be issued to Mr. Fischbach as soon as practicable after we
receive the file-stamped copy of the Certificate of Designations described in
Item 5.03 below.

The foregoing description of the SPA does not purport to be complete and are
qualified in its entirety by reference to the full text of the SPA filed as
Exhibit 10.1 hereto.





SECTION 3 - SECURITIES AND TRADING MARKETS



ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES

See Item 1.01 above.





SECTION 5 - CORPORATE GOVERNANCE & MANAGEMENT



ITEM 5.02 - DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
            APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
            CERTAIN OFFICERS

As of November 10, 2014 and pursuant to the SPA and the rights Mr. Fischbach
will obtain as our sole Series Z Preferred holder, we have (i) amended our
bylaws to add a seat to our Board of Directors (our "Board"); and (ii) have
appointed Mr. Fischbach as a director. Please see Item 1.01 above for a
description of the SPA and Item 5.03 for a description of the preferences of the
Series Z Preferred.

Mr. Fischbach, 25, widely known under the alias "Markiplier," has built a
YouTube subscriber base of more than 4.2 million subscribers and has generated
over 1 billion views. Since July 2012, he has held monthly livestreams for
charities, in which he sets a fundraising goal and plays continually until that
goal is met. To date, he has raised $482,479 for charity. Mr. Fischbach has also
served as the President and CEO and a director of 1 Shirt Inc., a California
corporation, since its formation in June 2014. Mr. Fischbach has no family
relationship with any of our officers or directors.




ITEM 5.03 - AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
            YEAR

CERTIFICATE OF DESIGNATION

In connection with the SPA, we are filing a Certificate of Designation with the
Nevada Secretary of State, designating 5,000,000 shares of our preferred stock
as Series Z Preferred Stock, par value $0.0001 per share. Each Series Z
Preferred Share is entitled to a liquidation preference equal to the original
purchase price of the Series Z Preferred Shares ($0.03 per share, subject to
adjustment).

                                       2
<PAGE>
In addition, subject to the applicable rules and published guidance of a
national securities exchange or automated inter-dealer quotation system on which
our common stock may in the future be listed or quoted (the "Listing Rules"),
and for so long as Mr. Fischbach continues to hold 5,000,000 Series Z Preferred
Shares, Mr. Fischbach will be entitled to (i) 100:1 supervoting rights on all
matters submitted to a vote of the our stockholders, subject to adjustment; and
(ii) appoint one member of our Board. Mr. Fischbach has been appointed to our
Board contingent on the Closing pursuant to this right. We have the option of
redeeming the Series Z Shares to the extent that we reasonably determine that
the above rights would impede our ability to be listed or quoted under the
Listing Rules.

The description above of Series Z Preferred Stock does not purport to be
complete and are qualified in its entirety by reference to the full text of the
Certificate of Designation designating the rights, privileges and preferences of
the Series Z Preferred Stock filed as Exhibit 4.1 hereto.

AMENDMENT TO BYLAWS

As of November 10, 2014, the Board approved the following amendments to our
Bylaws:

     *    Our Bylaws were renamed the Amended and Restated Bylaws of Red Giant
          Entertainment, Inc.;
     *    Article II, Section 02 was amended to provide for a range of one to
          seven directors, with the fixed number set as six until changed by the
          Board; and
     *    New Article IX was added providing that the controlling interest
          provisions of Nevada Revised Statues 78.378 to 78.3973 shall not be
          applicable to Mr. Fischbach's purchase of Series Z Preferred Shares.





SECTION 8 - OTHER EVENTS



ITEM 8.01 - OTHER EVENTS

On November 5, 2014, the Securities and Exchange Commission (the "SEC")
instituted cease-and-desist proceedings against us in connection with the SEC's
review of the timeliness of our Current Report on Form 8-K filings and accepted
an offer of settlement submitted by us in anticipation of such proceedings.
Under the settlement, we consented to the entry of an order prohibiting us from
committing or causing any violations and any future violations of Sections 13(a)
of the Securities Exchange Act of 1934 and Rule 13a-11 promulgated thereunder
and agreed to pay a civil penalty of $25,000. The SEC's order can be accessed at
its website at www.sec.gov.





SECTION 9 - EXHIBITS



ITEM 9.01 - EXHIBITS

Exhibit
Number                           Description
------                           -----------

3.1     Amendment No. 1 to Bylaws

4.1     Certificate of Designation of Series Z Preferred Stock

10.1    Securities Purchase Agreement between the Registrant and Mark Fischbach,
        dated as of November 6, 2014


                                       3
<PAGE>



                                   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.

                                     Red Giant Entertainment, Inc.


Dated: November 12, 2014                  /s/ Benny R. Powell
                                          --------------------------------------
                                     By:  Benny R. Powell
                                     Its: Chief Executive Officer, President,
                                          Chief Financial Officer, and Secretary

                                       4

                                                                     Exhibit 3.1



                        AMENDMENT NO. 1 TO THE BYLAWS OF

                         RED GIANT ENTERTAINMENT, INC.,
                              A NEVADA CORPORATION

The following amendments to the Amended and Restated Bylaws of Red Giant
Entertainment, Inc. (f/k/a Castmor Resources Ltd.), a Nevada corporation (the
"Corporation") are hereby adopted and approved:

The title of the Corporation's Amended and Restated Bylaws are hereby renamed
the Amended and Restated Bylaws of Red Giant Entertainment, Inc.

Article II, Section 02 is replaced in its entirety with the following:

     02. NUMBER OF DIRECTORS. The authorized number of Directors of the
     Corporation shall be not less than one nor more than seven until changed by
     a duly adopted amendment to the Articles of Incorporation or by an
     amendment to this Section 1 of Article III of these Bylaws. The exact
     number of Directors may be fixed within the limits specified by resolution
     adopted by the vote of the majority of Directors in office or by the vote
     of holders of shares representing a majority of the voting power at any
     annual meeting, or any special meeting called for such purpose. No
     reduction of the number of Directors shall have the effect of removing any
     Director prior to the expiration of his or her term. The exact number of
     Directors shall be six until changed as provided in this Section.

New Article IX is added as follows:

                                   ARTICLE IX

                 APPLICABILITY OF CONTROLLING INTEREST STATUTES

     Notwithstanding any provision of these Bylaws to the contrary, and pursuant
     to Nevada Revised Statutes Section 78.378, the provisions of Nevada Revised
     Statutes Sections 78.378 to 78.3793, inclusive and including any subsequent
     amendments thereto, shall not apply to any initial purchase of the Series Z
     Preferred Stock.

All other provisions of the Bylaws shall remain unchanged.
<PAGE>
                           CERTIFICATION OF SECRETARY

The foregoing amendment of the Bylaws of the corporation has been duly approved
by the Corporation's Board of Directors in accordance with Nevada Revised
Statutes Section 78.120.



Dated: November 10, 2014                   /s/ Benny R. Powell
                                           -------------------------------------
                                           Benny R. Powell, Secretary

                                                                     Exhibit 4.1

                           CERTIFICATE OF DESIGNATION
                                       OF
                          RED GIANT ENTERTAINMENT, INC.
                            (Pursuant to NRS 78.1955)

     The undersigned hereby certifies that the following resolution has been
duly adopted by the Board of Directors (the "Board") of Red Giant Entertainment,
Inc. (the "Corporation"):

     RESOLVED, that, pursuant to the authority granted to and vested in the
Board by the provisions of the Amended and Restated Articles of Incorporation of
the Corporation (the "Articles"), there hereby is created, out of the
100,000,000 shares of preferred stock, par value $0.0001 per share, of the
Corporation authorized by the Articles (the "Preferred Stock"), a series of
Series Z Preferred Stock (the "Series Z Preferred"), which shares of Series Z
Preferred shall have the following voting powers, designations, preferences,
limitations, restrictions, and relative rights:

     1. Designation; Rank. This series of Preferred Stock shall be designated
and known as "Series Z Preferred Stock." The number of shares constituting the
Series Z Preferred shall be 5,000,000 shares. Except as otherwise provided
herein, the Series Z Preferred shall, with respect to rights on liquidation,
winding up and dissolution, rank senior to the Corporation's common stock, par
value $0.0001 per share (the "Common Stock"). The number of shares constituting
such series may, unless prohibited by the Articles or by applicable law of the
State of Nevada and subject to Section 4 herein, be increased or decreased from
time to time by a resolution or resolutions of the Board, provided, that no
decrease shall reduce the number of shares of Series Z Preferred to a number
less than the number of shares then outstanding plus the number of shares
issuable upon the exercise of outstanding options, rights, or warrants, or upon
the conversion of any outstanding securities issued by the Corporation
convertible into shares of Series Z Preferred. Shares of Series Z Preferred
repurchased or redeemed by the Corporation shall be canceled and shall revert to
authorized but unissued shares of Preferred Stock, undesignated as to series,
subject to reissuance by the Corporation as shares of Preferred Stock of any one
or more series other than the Series Z Preferred.

     2. Liquidation Preference.

     (a) Upon the liquidation, dissolution or winding up of the business of the
Corporation, whether voluntary or involuntary, each holder of shares of Series Z
Preferred shall be entitled to receive, for each share thereof, out of assets of
the Corporation legally available therefor, a preferential amount in cash equal
to (and not more than) the Original Issue Price (as defined below). All
preferential amounts to be paid to the holders of shares of Series Z Preferred
in connection with such liquidation, dissolution or winding up shall be paid
before the payment or setting apart for payment of any amount for, or the
distribution of any assets of the Corporation to the holders of (i) any other
class or series of capital stock whose terms expressly provide that the holders
of Series Z Preferred should receive preferential payment with respect to such
distribution (to the extent of such preference) and (ii) the Common Stock. If
upon any such distribution the assets of the Corporation shall be insufficient
to pay the holders of the outstanding Series Z Preferred (or the holders of any
class or series of capital stock ranking on a parity with the Series Z Preferred
as to distributions in the event of a liquidation, dissolution or winding up of
the Corporation) the full amounts to which they shall be entitled, such holders
shall share ratably in any distribution of assets in accordance with the sums
which would be payable on such distribution if all sums payable thereon were
paid in full.
<PAGE>
     (b) The Series Z Preferred "Original Issue Price" shall be $0.03 per share.

     (c) Any distribution in connection with the liquidation, dissolution or
winding up of the Corporation, or any bankruptcy or insolvency proceeding, shall
be made in cash to the extent possible. Whenever any such distribution shall be
paid in property other than cash, the value of such distribution shall be the
fair market value of such property as determined in good faith by the Board.

     (d) For purposes hereof, any transaction or series of related transactions
that constitute (i) the sale, conveyance, exchange, lease or other transfer of
all or substantially all of the assets of the Corporation taken as a whole; or
(ii) any acquisition of the Corporation by means of a consolidation, stock
exchange, stock sale, merger or other form of corporate reorganization of the
Corporation with any other entity in which the Corporation's stockholders prior
to the consolidation or merger own less than a majority of the voting securities
or economic interests of the surviving entity (or, if the surviving entity is a
wholly-owned subsidiary of another corporation following such merger or
consolidation, the parent corporation of such surviving entity) (any such event,
a "Reorganization Event") shall be deemed to be a liquidation unless otherwise
determined by the holders of at least a majority of the shares of Series Z
Preferred then outstanding.

     3. Voting. Subject to the applicable rules and published guidance of (i)
any national securities exchange on which the Corporation's common stock is
listed; or (ii) any automated inter-dealer quotation system on which the
Corporation's common stock is quoted, for as long as the initial holder of
Series Z Preferred continues to hold 5,000,000 shares of Series Z Preferred:

     (a) On all matters submitted to a vote of the holders of the Common Stock,
including, without limitation, the election of directors, the initial holder of
Series Z Preferred shall be entitled to the number of votes on such matters
equal to the number of shares of the Series Z Preferred held by such holder
multiplied by the Factor (as defined below), on the record date for the
determination of stockholders entitled to vote on such matters or, if no such
record date is established, at the date such vote is taken or any written
consent of stockholders is solicited. The initial holder of Series Z Preferred
shall not vote as a separate class, but shall vote with the holders of the
Common Stock, except as otherwise set forth herein, as required by law or as set
forth in the Articles.

     (b) The "Factor" shall be 100, as equitably adjusted for any
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split, combination or other like changes in the Corporation's
capital structure. By way of illustration, and not in limitation, of the
foregoing (a) if the Corporation effectuates a 2:1 forward split of its Common
Stock, thereafter, the Factor adjusted to equal twice the Factor immediately
prior to such split; (b) if the Corporation effectuates a 1:10 reverse split of
its Common Stock, thereafter, the Factor shall be adjusted to equal one-tenth
times what it had been calculated to be immediately prior to such split.

     (c) The initial holder of the Series Z Preferred shall have the right to
appoint one member to the Board (such appointee, the "Series Z Director"). The
Series Z Director may be removed without cause by, and only by, the affirmative
vote of initial holder of the Series Z Preferred, given pursuant to a written
consent of such initial holder. If the Series Z Director has not been elected or
the Series Z directorship is vacant for any reason, such directorship may not be
filled by stockholders of the Corporation other than by the initial holder of
Series Z Preferred, voting exclusively and as a separate class. Subject to the

                                       2
<PAGE>
specific voting rights of any other preferred stock of the Corporation, the
holders of record of the shares of Common Stock and of any other class or series
of voting stock, exclusively and voting together as a single class, shall be
entitled to elect the balance of the total number of directors of the
Corporation.

     4. Protective Provisions. In addition to any other voting rights provided
herein, by law, or in the Articles, the Corporation shall not, without the vote
or consent of the holders of a majority of the shares of Series Z Preferred then
outstanding:

     (a) Increase the total number of authorized shares of Series Z Preferred or
any series of preferred stock with a senior liquidation preference or greater
voting rights (any "Senior Preferred") than the Series Z Preferred;

     (b) Authorize or create (by reclassification or otherwise) any Senior
Preferred;

     (c) Approve any Reorganization Event or voluntary liquidation or
dissolution of the Corporation;

     (d) Approve any repurchase with respect to the Series Z Preferred (except
as otherwise provided in the Articles or pursuant to a Redemption (as defined
below)); or

     (e) Amend or repeal any provision of or add any provision to the Articles
or the Bylaws of the Corporation if such action would adversely affect the
rights, privileges, preferences or restrictions created for the benefit of the
Series Z Preferred.

     5. Redemption. To the extent that the Corporation in good faith determines
to submit an application to have its common stock listed on a national
securities exchange or quoted on an inter-dealer quotation system of any
national securities association and reasonably determines that the voting rights
set forth in this Certificate would cause the Corporation's application to be
rejected under the applicable rules and published guidance of such national
securities exchange or national securities association, the Corporation shall
have the option of redeeming the Series Z Preferred Stock for the Redemption
Price (as defined below), payable at each holder's option either (i) in cash; or
(ii) in shares of common stock equal to the number of shares of Series Z
Preferred Stock held by such holder multiplied by the Factor. As used herein,
"Redemption Price" means the number of shares of Series Z Preferred Stock held
by such holder multiplied the product of the Factor and the average closing
price of the Common Stock for the ten trading days immediately preceding the
Redemption Payment Date. The Redemption Price shall be due and payable or
issuable, as the case may be, within five trading days of the date on which the
notice of the payment therefor is provided by such holder (the "Redemption
Payment Date").

     6. No Reissuance of Series Z Preferred. Any shares of Series Z Preferred
acquired by the Corporation by reason of purchase, conversion or otherwise shall
be cancelled, retired, and eliminated from the shares of Series Z Preferred that
the Corporation shall be authorized to issue. All such shares shall upon their
cancellation become authorized but unissued shares of preferred stock and may be
reissued as part of a new series of preferred stock subject to the conditions
and restriction on issuance set forth in the Articles or in any certificate of
determination creating a series of preferred stock or any similar stock or as
otherwise required by law.

     7. Severability. If any right, preference or limitation of the Series Z
Preferred set forth herein is invalid, unlawful or incapable of being enforced
by reason of any rule, law or public policy, all other rights, preferences and

                                       3
<PAGE>
limitations set forth herein that can be given effect without the invalid,
unlawful or unenforceable right preference or limitation shall nevertheless
remain in full force and effect, and no right, preference or limitation herein
shall be deemed dependent upon any other such right, preference or limitation
unless so expressed herein.

     8. No Other Preferences. The shares of the Class Z Preferred shall have no
other preferences, rights, restrictions, or qualifications, except as otherwise
provided by law or the Articles.

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Designation to be duly executed and acknowledged by Benny R. Powell, its Chief
Executive Officer, as of this 10th day of November 2014.

RED GIANT ENTERTAINMENT, INC.


/s/ Benny R. Powell
-----------------------------------
By: Benny R. Powell
Its: Chief Executive Officer

                                       4
                                                                    Exhibit 10.1

                          SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this "Agreement") is made by and between Red
Giant Entertainment, Inc., a Nevada corporation (the "Company") and Mark
Fischbach, an individual (the "Investor") (the Company and the Investor may be
referred to collectively as the "Parties").

                                    RECITALS

WHEREAS, the Company currently has 3,000,000,000 shares of common stock, par
value $0.0001 per share ("Common Stock") authorized, and 2,314,927,419 shares of
Common Stock outstanding;

WHEREAS, the Company currently has 100,000,000 shares of preferred stock
authorized and no series of preferred stock designated or shares of preferred
stock issued or outstanding;

WHEREAS, the Company has offered to sell to the Investor 30,000,000 shares of
Common Stock (the "Common Shares") for $50,000 and 5,000,000 shares of its
proposed Series Z Preferred Stock (the "Preferred Shares"; together with the
Common Shares, the "Shares") for an purchase price of $150,000 for an aggregate
purchase price of $200,000 (the "Purchase Price");

WHEREAS, the Preferred Shares shall have the rights, privileges and preferences
set forth in Exhibit A hereto; and

WHEREAS, the Company desires to sell to the Investor and the Investor desires to
purchase from the Company, the Shares upon the terms and conditions set forth
herein.

NOW THEREFORE, in consideration of the promises and respective mutual agreements
herein contained, it is agreed by and between the Parties hereto as follows:

                                    ARTICLE 1
                         SALE AND PURCHASE OF THE SHARES

Section 1.01. ISSUANCE OF THE SHARES.

Subject to the terms and conditions set forth herein, and on the basis of the
representations, warranties and agreements herein contained, the Company shall
sell to the Investor, and the Investor shall purchase from the Company, the
Shares.

Section 1.02. CONSIDERATION AND PAYMENT FOR THE SHARES.

As soon as practicable after the execution of this Agreement, the Parties shall
enter into that certain Escrow Agreement sent concurrently herewith (the "Escrow
Agreement") pursuant to which the Investor shall deposit the Purchase Price into
Escrow Account (as defined in the Escrow Agreement).

If the Investor fails to make the deposit of the Purchase Price into the Escrow
Account by November 7, 2014 at 4:00PM Eastern Time, this Agreement shall
terminate immediately without any further notice to the Investor.

                                       1
<PAGE>
Section 1.03. LEGENDS; SHARES NOT REGISTERED UNDER THE SECURITIES ACT OF 1933.

The Shares have not been registered under the Securities Act of 1933, as amended
(the "Act"). The certificates representing the Shares shall bear a legend
substantially the same as the following:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE SECURITIES LAWS OF
ANY STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE ACT AND ANY APPLICABLE STATE LAWS, (ii) TO THE EXTENT APPLICABLE, RULE
144 UNDER THE ACT (OR ANY SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION
OF SECURITIES), OR (iii) AN OPINION OF COUNSEL, IF SUCH OPINION SHALL BE
REASONABLY SATISFACTORY TO COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM
REGISTRATION UNDER THE ACT AND APPLICABLE STATE LAW IS AVAILABLE.

This Agreement is not part of a public offering and is intended to be made
pursuant to exemption from registration as set forth in Section 4(2) of the Act
and to be exempt from the registration requirements of various state securities
laws as may be applicable.

                                   ARTICLE II
                         REPRESENTATIONS AND WARRANTIES

Section 2.01.  INVESTOR REPRESENTATIONS AND WARRANTIES.

The Investor hereby represents and warrants that:

     (a) The Investor acknowledges that the Shares are "restricted securities"
(as such term is defined in Rule 144 promulgated under the Act ("Rule 144")),
that the Shares will include the restrictive legend set forth in Section 1.03 of
this Agreement, and, except as otherwise set forth in this Agreement, that the
Shares cannot be sold unless registered with the United States Securities and
Exchange Commission ("SEC") and qualified by appropriate state securities
regulators, or unless Investor otherwise complies with an exemption from such
registration and qualification (including, without limitation, compliance with
Rule 144).

     (b) The Investor has adequate means of providing for current needs and
contingencies, has no need for liquidity in the investment, and is able to bear
the economic risk of an investment in the Shares. Investor represents that
Investor is able to bear the economic risk of the investment and at the present
time could afford a complete loss of such investment. Investor has reviewed this
Agreement and the Disclosure Documents (as defined in Section 2.02(b)) with
care. Additionally, Investor has had a full opportunity to inspect the books and
records of the Company and to make any and all inquiries of Company officers and
directors regarding the Company and its business as Investor has deemed
appropriate.

     (c) The Investor is an "Accredited Investor" as defined in Regulation D of
the Act or Investor, either alone or with Investor's professional advisers who
are unaffiliated with, have no equity interest in and are not compensated by the
Company or any affiliate or selling agent of the Company, directly or

                                       2
<PAGE>
indirectly, has sufficient knowledge and experience in financial and business
matters that Investor is capable of evaluating the merits and risks of an
investment in the Shares offered by the Company and of making an informed
investment decision with respect thereto and has the capacity to protect
Investor's own interests in connection with Investor's proposed investment in
the Shares.

     (d) The Investor is acquiring the Shares solely for the Investor's own
account as principal, for investment purposes only and not with a view to the
resale or distribution thereof, in whole or in part, and no other person or
entity has a direct or indirect beneficial interest in such Shares.

     (e) The Investor will not sell or otherwise transfer the Shares without
registration under the Act or an exemption therefrom and fully understands and
agrees that the Investor must bear the economic risk of the Investor's purchase
for an indefinite period of time because, among other reasons, the Shares have
not been registered under the Act or under the securities laws of any state and,
therefore, cannot be resold, pledged, assigned or otherwise disposed of unless
they are subsequently registered under the Act and under the applicable
securities laws of such states or unless an exemption from such registration is
available.

Section 2.02. COMPANY REPRESENTATIONS AND WARRANTIES.

The Company hereby represents, warrants and covenants to the Investor as
follows:

     (a) The Company has been duly organized and is validly existing as a
corporation in good standing under the laws of its state of incorporation. The
Company is duly qualified or licensed and in good standing as a foreign
corporation in each jurisdiction in which its ownership or leasing of any
properties or the character of its operations requires such qualification or
licensing and where failure to so qualify would have a material effect on the
Company. The Company has all requisite corporate power and authority, and all
material and necessary authorizations, approvals, orders, licenses, certificates
and permits of and from all governmental regulatory officials and bodies to own
or lease its properties and conduct its businesses as described in the
Disclosure Documents (as defined below) and the Company is doing business in
compliance with all such authorizations, approvals, orders, licenses,
certificates and permits and all federal, state and local laws, rules and
regulations concerning the business in which it is engaged except where the
failure so to do business in compliance would not have a material adverse effect
on the business of the Company. The Company has all corporate power and
authority to enter into this Agreement and to carry out the provisions and
conditions hereof and thereof, and all consents, authorizations, approvals and
orders required in connection herewith and therewith have been obtained or will
have been obtained prior to the Closing. No consent, authorization or order of,
and no filing with, any court, government agency or other body is required for
the issuance of the Shares or any securities issuable in respect of the Shares
pursuant to this Agreement except with respect to applicable federal and state
securities laws.

     (b) The Company's latest annual report on Form 10-K for the fiscal year
ended August 31, 2013 is attached hereto as Appendix A and incorporated herein
by this reference. All material and relevant information about the Company is
set forth in all of the reports and documents filed by the Company with the SEC
(collectively, the "Disclosure Documents"), all of which are incorporated herein
by this reference as if such documents were set forth herein in their entirety.

     (c) This Agreement has been duly and validly authorized, executed and
delivered by the Company and is a valid and binding agreement of the Company,
enforceable in accordance with its terms, except to the extent that the

                                       3
<PAGE>
enforceability hereof may be limited by (A) bankruptcy, insolvency,
reorganization, moratorium or similar laws from time to time in effect and
affecting the rights of creditors generally, (B) limitations upon the power of a
court to grant specific performance or any other equitable remedy, or (C) a
finding by a court of competent jurisdiction that the indemnification provisions
herein are in violation of public policy. The Shares have been duly authorized
and will be validly issued, fully paid and non-assessable; all corporate action
required to be taken for the authorization, issue and sale of the Shares has
been duly and validly taken; to the best knowledge of the Company, the Shares
are not and will not be subject to the preemptive rights of any stockholder of
the Company which have not been waived.

     (d) The Company has good and marketable title to, or valid and enforceable
leasehold estates in, all items of real and personal property owned or leased by
it, free and clear of all liens, claims, encumbrances, security interests and
defects of any material nature whatsoever, except for Permitted Liens.
"Permitted Liens" means liens, claims, encumbrances, security interests and
defects of any material nature whatsoever that are described in the Disclosure
Documents or otherwise disclosed to the Investor.

     (e) There is no litigation or governmental proceeding pending or threatened
against, or involving the properties or business of, the Company which the
Company believes would materially adversely affect the value or the operation of
the properties or the business of the Company, except as set forth in the
Disclosure Documents.

     (f) The financial statements of the Company contained in the Disclosure
Documents fairly present the financial position and the results of operations of
the Company at the dates and for the periods to which they apply; and such
financial statements have been prepared in conformity with generally accepted
accounting principles, consistently applied throughout the periods involved.

     (g) There has been no material adverse change in the condition or prospects
for commercialization of the Company, financial or otherwise, as of the latest
dates as of which such condition or prospects, respectively, are set forth in
this Agreement and the Disclosure Documents; and the outstanding debt, the
property and the business of the Company each conforms in all material respects
to the descriptions thereof contained herein and therein.

     (h) The Company is not in violation of its Articles of Incorporation or
Bylaws. Neither the execution and delivery of this Agreement nor the
consummation of any of the transactions contemplated herein, nor the compliance
by the Company with the terms and provisions contained herein, has conflicted
with or will conflict with, or has resulted in or will result in a breach of,
any of the terms and provisions of, or has constituted or will constitute a
default under, or has resulted in or will result in the creation or imposition
of any lien, charge or encumbrance upon any property or assets of the Company
pursuant to the terms of any indenture, mortgage, deed of trust, note, loan or
credit agreement or any other agreement or instrument evidencing an obligation
for borrowed money, or any other agreement or instrument to which the Company is
subject; nor will such action result in any violation of the provisions of the
Articles of Incorporation or the Bylaws of the Company, or any statute or any
order, rule or regulation applicable to the Company of any court or of any
federal, state or other regulatory authority or other government body having
jurisdiction over the Company; except for any conflict, breach, default, lien,
charge or encumbrance which does not have a material and adverse effect on the
Company, any of its business, property or assets, or any transactions
contemplated hereby.

                                       4
<PAGE>
     (i) Neither the Disclosure Documents nor this Agreement contain any untrue
statement of a material fact or omits to state any material fact required to be
stated herein or therein or necessary to make the statements herein or therein,
in light of the circumstances under which they were made, not misleading. All
statements of material facts herein or therein (including, without limitation,
any attachment, exhibit or schedule hereto or thereto) are true and correct as
of the date hereof and will be true and correct on the Closing.

     (j) The Company shall use the proceeds from this Agreement for payment of
accounts payables, repayment of debt, marketing, staff, business development,
general working capital, and to cover expenses of this Agreement.

     (k) Neither the Company, nor any of its respective officers, directors,
employees or agents, nor any other person acting on behalf of the Company has,
directly or indirectly, given or agreed to give any money, gift or similar
benefit (other than legal price concessions to customers in the ordinary course
of business) to any customer, supplier, employee or agent of a customer or
supplier, or official or employee of a customer or supplier, or official or
employee of any governmental agency or instrumentality of any government
(domestic or foreign) or any political party or candidate for office (domestic
or foreign) or other person who is or may be in a position to help or hinder the
business of the Company (or assist it in connection with any actual or proposed
transaction) which (A) might subject the Company to any damage or penalty in any
civil, criminal or governmental litigation or proceeding, (B) if not given in
the past, might have had a materially adverse effect on the assets, business
operations of the Company as reflected in any of the financial statements
delivered to the Investor, or (C) if not continued in the future, might
adversely affect the assets, business, operations or prospects of the Company.

     (l) The minute books and corporate records of the Company contain a
complete summary of all meetings and actions of the managers, members, officers,
directors and stockholders of the Company since the time of its incorporation
(and of any predecessor to the Company) and reflect all transactions referred to
in such minutes accurately in all respects.

     (m) The Company has not paid or promised to pay any form of compensation to
any unlicensed finders, whether in the form of finders fees, origination fees,
referral fees, or otherwise.

                                   ARTICLE III
                     CONDITIONS TO THE PARTIES' OBLIGATIONS

Section 3.01. CONDITION TO THE INVESTOR'S OBLIGATIONS.

The obligation of the Investor to purchase the Shares at the Closing is subject
to the following conditions:

     (a) The representations and warranties of the Company contained herein
shall be true and correct in all material respects on and as of the Closing.

     (b) There shall be no preliminary or permanent injunction or other order,
decree, or ruling issued by a court of competent jurisdiction or by a
governmental, regulatory or administrative agency or commission, nor any

                                       5
<PAGE>
statute, rule, regulation or order promulgated or enacted by any governmental
authority, prohibiting or otherwise restraining the sale or purchase of the
Shares.

     (c) The Company shall have amended its bylaws to add another seat to its
Board of Directors, and shall appoint Investor or Investor's nominee to serve as
a director to fill such newly created seat until the next annual meeting of
stockholders or written consent in lieu thereof.

     (d) The Company shall have received a file-stamped copy of the Certificate
of Designations creating 5,000,000 shares of and designating the rights,
privileges and preferences of the Preferred Shares, as filed with the Nevada
Secretary of State.

Section 3.02. CONDITIONS TO THE COMPANY'S OBLIGATIONS.

The obligation of the Company to sell the Shares at the Closing is subject to
the following conditions:

     (a) The representations and warranties of the Investor contained herein
shall be true and correct in material respects on and as of the Closing.

     (b) There shall be no preliminary or permanent injunction or other order,
decree, or ruling issued by a court of competent jurisdiction or by a
governmental, regulatory or administrative agency or commission, nor any
statute, rule, regulation or order promulgated or enacted by any governmental
authority, prohibiting or otherwise restraining the sale or purchase of the
Securities.

     (c) The Investor shall have completed that certain Director and Officer
Questionnaire sent concurrently herewith.

                                   ARTICLE IV
                        CLOSING AND DELIVERY OF DOCUMENTS

Section 4.01. TIME AND PLACE.

The closing of the transactions contemplated by this Agreement shall take place
as soon as practicable following the fulfillment of the conditions set forth in
Article III herein, or at such other time and place as the Parties mutually
agree upon in writing (such time and place are referred to herein as the
"Closing").

Section 4.02. DELIVERIES BY THE PARTIES.

     (a) At or prior to the Closing, the Company shall deliver to the Investor
(i) a counterpart of this Agreement, duly executed by the Company; (ii) a
counterpart of the Escrow Agreement, duly executed by the Company; (iii) a
certificate executed by the Company certifying that: (A) all of the Company's
representations and warranties under this Agreement are true as of the Closing,
as though each of those representations and warranties had been made on that
date; (B) all the conditions to the Investor's obligations have been fulfilled;
and (C) the Company has instructed its transfer agent to issue the Shares to the
Investor.

     (b) At or prior to the Closing, the Investor shall deliver to the Company
(i) a counterpart of this Agreement, duly executed by the Investor; (ii) a
counterpart of the Escrow Agreement, duly executed by the Investor; (iii) a

                                       6
<PAGE>
certificate executed by the Investor certifying that: (A) all of the Investor 's
representations and warranties under this Agreement are true as of the Closing,
as though each of those representations and warranties had been made on that
date; and (B) all the conditions to the Company's obligations have been
fulfilled.

     (c) At or prior to the Closing, the Investor and the Company shall deliver
to the Escrow Agent instructions releasing the Purchase Price pursuant to the
Escrow Agreement.

                                    ARTICLE V
                                 INDEMNIFICATION

     (a) The Company hereby agrees to defend, indemnify and hold harmless the
Investor against any and all losses, claims, damages or liabilities to which
such Investor may become subject, under the Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of any
material fact contained herein, in the Disclosure Documents, in any documents
executed or delivered in connection herewith or therewith, or in any statement
made to or in any filing with the SEC or to or with any state securities
commission, bureau or office (including any amendments thereto), or arise out of
or based upon the omission or alleged omission to state herein or therein a
material fact required to be stated herein or therein or necessary to make the
statements herein or therein not misleading (unless such statements are made or
omitted in reliance upon and in conformity with written information furnished to
the Company with respect to such Investor by such Investor expressly for use
herein or therein or any amendment hereof or supplement hereto), or any
violation by the Company of the Act or state "blue sky" laws, or any breach by
the Company of its obligations, representations or warranties hereunder.

     (b) The Investor hereby agrees to defend, indemnify and hold harmless the
Company and its respective stockholders, directors, employees, agents and each
person, if any, who controls any of the foregoing within the meaning of the Act,
against any and all losses, claims, damages or liabilities, to which the Company
or any of the Company's stockholders, directors, employees, agents or
controlling persons may become subject, under the Act or otherwise, insofar as
such losses, claims, damages, or liabilities (or actions in respect thereof)
arise out of or are based upon any breach by Investor of its obligations,
representations or warranties hereunder.

     (c) Promptly after receipt by an indemnified party under either
subparagraph (a) or (b), as the case may be, of the notice of commencement of
any action covered by subparagraph (a) or (b), such indemnified party shall
within five business days notify the indemnifying party of the commencement
thereof; the omission by one indemnified party to so notify such indemnifying
party shall not relieve the indemnifying party of its obligations hereunder
except to the extent such indemnifying part has been materially prejudiced by
such omission, shall not relieve the indemnifying party of its obligation to
indemnify any other indemnified party that has given such notice and shall not
relieve the indemnifying party of any liability outside of this indemnification.
In the event that any action is brought against the indemnified party, and it
shall notify the indemnifying party in a timely manner, the indemnifying party
will be entitled to participate in such action and, to the extent it may desire,
to assume and control the defense thereof with counsel chosen by it. After
notice from the indemnifying party to such indemnified party of its election to
so assume the defense thereof, the indemnifying party will not be liable to such
indemnified party under such subparagraph for any legal or other expense
subsequently incurred by such indemnified party in connection with the defense

                                       7
<PAGE>
thereof, but the indemnified party may, at its own expenses, participate in such
defense by counsel chosen by it without, however, impairing the indemnifying
party's control of the defense. Notwithstanding anything to the contrary
contained herein, the indemnified party shall have the right to choose its own
counsel and control the defense of any action, all at the reasonable expense of
the indemnifying party, if (i) the employment of such counsel shall have been
authorized in writing by the indemnifying party in connection with the defense
of such action at the expense of the indemnifying party, (ii) the indemnifying
party shall not have employed counsel reasonably satisfactory to such
indemnified party to have charge of the defense of such action within a
reasonable time after notice of commencement of the action, or (iii) such
indemnified party shall have reasonably conclude that there may be defenses
available to such indemnified party that differ from the defenses available to
the indemnifying party (in which case the indemnifying party shall not have the
right to direct the defense of such action on behalf of such indemnified party),
in any of which events such reasonable fees and expenses of one additional
counsel (for all indemnified parties) shall be borne by the indemnifying party
(in the case of the Investor, one additional counsel for the Investor. No
settlement of any action or proceeding against an indemnified party shall be
made without the consent of the indemnified party, which consent shall not be
unreasonably withheld.

     (d) In order to provide for just and equitable contribution under the Act
in any case in which (i) any indemnified party makes a claim for indemnification
pursuant to this paragraph but it is judicially determined (by entry of a final
judgment or decree by a court of competent jurisdiction and the expiration of
the time to appeal or the denial of the last right of appeal) that such
indemnification may not be enforced in such case, notwithstanding the fact the
this paragraph provides for indemnification in such case, or (ii) contribution
under the Act is required on the part of any such person in circumstances for
which indemnification is provided under this paragraph, then, in each such case,
the relevant Investor shall contribute to the aggregate losses, claims, damages
or liabilities to which it may be subject (after any contributions from others)
up to the amount of the Purchase Price, and the Company shall be responsible for
the remaining portion thereof; provided, that in any such case, no person guilty
of a fraudulent misrepresentation (within the meaning of Section 11(f) of the
Act) shall be entitled to contribution from any person who was not guilty of
such fraudulent misrepresentation.

                                   ARTICLE VI
                                     NOTICES

Any notice, request, instruction, or other document required by the terms of
this Agreement, or deemed by any of the Parties hereto to be desirable, to be
given to any other party hereto shall be in writing and shall be given by
personal delivery, overnight delivery, mailed by registered or certified mail,
postage prepaid, with return receipt requested, or sent by facsimile
transmission to the addresses of the Parties set forth below each Party's
signature on this Agreement. The persons and addresses set forth below each
Party's signature on this Agreement may be changed from time to time by a notice
sent as aforesaid. If notice is given by personal delivery or overnight delivery
in accordance with the provisions of this Article, such notice shall be
conclusively deemed given at the time of such delivery provided a receipt is
obtained from the recipient. If notice is given by mail in accordance with the
provisions of this Article, such notice shall be conclusively deemed given upon
receipt and delivery or refusal. If notice is given by facsimile transmission in
accordance with the provisions of this Article, such notice shall be
conclusively deemed given at the time of delivery if during business hours and
if not during business hours, at the next business day after delivery, provided
a confirmation is obtained by the sender.

                                       8
<PAGE>
                                   ARTICLE VII
                                  MISCELLANEOUS

     (a) This Agreement shall be governed by and construed and interpreted in
accordance with the laws of the state of California applicable to contracts made
and to be performed entirely therein, without giving effect to the rules of
conflicts of law. The Parties agree that the courts of the County of Orange,
State of California shall have sole and exclusive jurisdiction and venue for the
resolution of all disputes arising under the terms of this Agreement and the
transactions contemplated herein.

     (b) This Agreement shall be binding upon and inure to the benefit of the
Parties hereto and their respective successors and assigns.

     (c) This Agreement and the Escrow Agreement represent the entire agreement
between the Parties relating to the subject matter hereof, superseding any and
all prior to contemporaneous oral and prior written agreements and
understandings. This Agreement may not be modified or amended nor may any right
be waived except by a writing signed by the party against whom the modification
or waiver is sought to be enforced.

     (d) The warranties, representations, and covenants of the Company and the
Investor contained in or made pursuant to this Agreement shall survive the
execution and delivery of this Agreement and the Closing.

     (e) The captions and headings contained herein are solely for convenience
of reference and do not constitute a part of this Agreement.

     (f) Each of the attachments hereto is hereby incorporated herein as if each
of such attachments were fully set forth herein in its entirety. Each of such
attachments is hereby expressly made a part of this Agreement.

     (g) The terms of this Agreement may only be amended or modified by the
written agreement of the Parties.

     (h) This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument. The Parties agree that this Agreement may be
executed by facsimile signatures and such signatures shall be deemed originals.

     (i) All Parties to this Agreement have been given the opportunity to
consult with counsel of their choice regarding their rights under this
Agreement.

     (j) The term "days," as used in this Agreement and in all documents
contained in this package, refers to calendar days unless otherwise clearly
indicated.

                            [Signature Page Follows]

                                       9
<PAGE>
     IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have
executed this Agreement to be effective as of November 6, 2014.

COMPANY:

Red Giant Entertainment, Inc.,
a Nevada corporation


/s/ Benny R. Powell
------------------------------------
By:  Benny R. Powell
Its: President and CEO
Address: 614 E. Hwy 50, Suite 235
         Clermont, FL 34711

INVESTOR:

PLEASE CHECK ONE:

As an individual, I certify that I am an "accredited investor" because:

___x____ I had an individual income of more than $200,000 in each of the two
most recent calendar years, and I reasonably expect to have an individual income
in excess of $200,000 in the current calendar year; or my spouse and I had joint
income in excess of $300,000 in each of the two most recent calendar years, and
we reasonably expect to have a joint income in excess of $300,000 in the current
calendar year; OR

_______ I have an individual net worth, or my spouse and I have a joint net
worth, in excess of $1,000,000 (excluding my (our) primary residence).

Mark Fischbach,
an Individual

/s/ Mark Fischbach
------------------------------------
Address:
        ----------------------------

        ----------------------------

                                       10
<PAGE>
                                   APPENDIX A

                        TO SECURITIES PURCHASE AGREEMENT

                          ANNUAL REPORT ON FORM 10-K/A

                        OF RED GIANT ENTERTAINMENT, INC.

                            FOR THE FISCAL YEAR ENDED

                                 AUGUST 31, 2013

                                AS FILED WITH THE

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

<PAGE>


                                    EXHIBIT A

                   PROPOSED RIGHTS, PRIVILEGES AND PREFERENCES
                         OF THE SERIES Z PREFERRED STOCK

The Series Z Preferred Stock shall not have any rights, privileges, or
preferences other than as set forth below:

Number:                       5,000,000 shares

Liquidation preference:       Amount: Original purchase price
                              Priority: Senior to common.

Participation:                None after payment of preferential liquidation
                              proceeds.

Deemed liquidation:           A sale of all or substantially all of the
                              Company's asset or any acquisition of the
                              Corporation by means of a consolidation, stock
                              exchange, stock sale, merger or other form of
                              corporate reorganization whereby the stockholders
                              of the Company prior to a transaction hold less
                              than 50% of the Company's voting securities
                              following completion of the transaction (either, a
                              "Reorganization Event") will be treated as a
                              liquidation of the Company.

Voting Rights:                Subject to the applicable rules and published
                              guidance of (i) any national securities exchange
                              on which the Company's common stock is listed; or
                              (ii) any automated inter-dealer quotation system
                              on which the Company's common stock is quoted, for
                              as long as the initial holder continues to hold
                              5,000,000 shares of Series Z Preferred Stock:

                              -   100:1 supervoting rights (as equitable
                                  adjusted for any reorganization,
                                  recapitalization, reclassification, stock
                                  dividend, stock split, reverse stock split,
                                  combination or other like changes in the
                                  Corporation's capital structure), voting with
                                  the common stock as a single class other than
                                  for protective provisions and as required by
                                  law or as set forth in the Company's Articles
                                  of Incorporation; and

                              -   the right to appoint one individual of
                                  Investors' choosing to the Company's Board of
                                  Directors.

Protective provisions:        Consent of the holders of at least 50% of the
                              Series Z Preferred Stock will be required to:

                              -   increase the authorized number of shares of
                                  Series Z Preferred Stock or any series of
                                  preferred with a senior liquidation preference
                                  or greater voting rights (any "Senior
                                  Preferred") than the Series Z Preferred Stock;
<PAGE>
                              -   authorize or create (by reclassification or
                                  otherwise) any Senior Preferred;
                              -   approve any Reorganization Event or voluntary
                                  liquidation or dissolution of the Company; or
                              -   approve any repurchase with respect to the
                                  Series Z Preferred (except as otherwise
                                  provided in the Articles of Incorporation or
                                  pursuant to a Redemption (as defined below)).

Redemption                    To the extent that the Company in good faith
                              determines to submit an application to have its
                              common stock listed on a national securities
                              exchange or quoted on an inter-dealer quotation
                              system of any national securities association and
                              reasonably determines that the voting rights set
                              forth above would cause the Company's application
                              to be rejected under the applicable rules and
                              published guidance of such national securities
                              exchange or national securities association, the
                              Company shall have the option of redeeming the
                              Series Z Preferred Stock for the Redemption Price
                              (as defined below), payable at Investor's option
                              either (i) in cash; or (ii) in shares of common
                              stock equal to the number of shares of Series Z
                              Preferred Stock multiplied by 100 (as equitably
                              adjusted). As used herein, "Redemption Price"
                              means the number of shares of Series Z Preferred
                              Stock multiplied the product of 100 (as equitably
                              adjusted) and the average closing price of the
                              common stock for the ten trading days immediately
                              preceding the Redemption Payment Date. The
                              Redemption Price shall be due and payable or
                              issuable, as the case may be, within five trading
                              days of the date on which the notice of the
                              payment therefor is provided by the Investor (the
                              "Redemption Payment Date").