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): February 25, 2016

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))


SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

1. STOCK TO BE ISSUED AS SECURITY AGAINST PAYMENT OF INVOICES

On or about March 8, 2016, we entered into an agreement with one of our law firms to issue 350,000,000 shares of restricted common stock as security for payment of the law firm's legal fees for services from December 16, 2015 to February 29, 2016. The amount secured is $17,500.00 and the shares will be issued at $0.00005 per share. We entered into a similar agreement with a legal counsel effective retroactively to March 1, 2016, but we are required to issue restricted common shares monthly as security against non-payment of our monthly legal fee agreement in the amount of $5,000.00. Monthly fee payments are due on the first day of each month, and the share amount issued each month will be in an amount that is discounted 50% to the market price on each due date. This arrangement may continue until we cancel it and pay our legal fees with cash. No shares have been issued as of the filing date of this report.

All of the shares to be issued as security against non-payment will be issued pursuant to the exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933 and Regulation D promulgated thereunder. We did not advertise or solicit the agreements described herein. The shares will be issued in private transactions, and all of the purchasers had a professional relationship with us such that they had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to their respective acquisitions of our securities. The purchasers are sophisticated and knowledgeable in business matters and are aware of the risks of investing in our company. All of the purchasers were aware that the shares of stock purchased had not been registered under the Securities Act or under any state securities laws and could not be re-offered or re-sold without registration with the SEC or without an applicable exemption from the registration requirements. All of the purchasers understood the economic risk of an investment in our securities.

These agreements were approved by the Corporation's board of directors on March 8, 2016.

2. SECURITIES PURCHASE AND STOCK OPTION AGREEMENT

On or about March 4, 2016, one of our outside counsels purchased 1,000,000 shares of our Series Z Preferred stock for $10,000.00 in cash and at a price per share of $0.01. The purchaser received an option exercisable until December 31, 2016 to purchase an additional $40,000.00 worth of our Series Z Preferred shares or our common stock at the prices per share of $0.01 or $0.0001, respectively. No shares have been issued as of the filing date of this report.

The purchase of Series Z Preferred shares, and the related stock option, will result in securities being issued to pursuant to the exemption from registration set forth in Section 4(a)(2) of the Securities Act of 1933 and Regulation D promulgated thereunder. We did not advertise or solicit the agreements described herein. The shares will be issued in private transactions, and all of the purchasers had a professional relationship with us such that they had the opportunity to ask questions of and receive answers from our management

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concerning any and all matters related to their respective acquisitions of our securities. The purchasers are sophisticated and knowledgeable in business matters and are aware of the risks of investing in our company. All of the purchasers were aware that the shares of stock purchased had not been registered under the Securities Act or under any state securities laws and could not be re-offered or re-sold without registration with the SEC or without an applicable exemption from the registration requirements. All of the purchasers understood the economic risk of an investment in our securities.

The description above of the Securities Purchase and Stock Option Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement filed as Exhibit 10.1 hereto.

This agreement was approved by the Corporation's board of directors on March 8, 2016.

3. SETTLEMENT OF LAW SUIT IN EXCHANGE FOR SHARES

On or about April 29, 2016, our Board of Directors approved a settlement of a law suit with our creditor Lucas Hoppel, in HOPPEL V. RED GIANT ENTERTAINMENT, INC., Case No. 35-2016-CA-000653-AXXX-XX (Fla. Cir. Ct.). The terms of the settlement included the issuance of 400,000,000 shares of our common stock and a make-whole provision for Mr. Hoppel to receive additional shares if the sale of the initial block of shares did not result in proceeds sufficient for him to realize $120,000.00. The Circuit Court in and for Lake County, Florida, approved the proposed settlement after conducting a fairness hearing. 400,000000 shares were issued to Mr. Hoppel on June 6, 2016. Subsequently, on June 29, 2016, Mr. Hoppel received an additional 685,600,000 shares of common stock pursuant to the make-whole provision. The parties jointly dismissed the law suit on August 13, 2016.

The 1,085,600,000 shares issued to Mr. Hoppel were issued pursuant to an exemption from registration provided by Section 3(a)(10) of the Securities Act of 1933, as amended.

4. STOCK TO BE ISSUED AS SETTLEMENT FOR PAYMENT OF OUTSTANDING INVOICES

On November 8, 2016, our Board of Directors approved several settlements in which we agreed to issue to our directors Chris Crosby, Isen Robbins, and Aimee Schoof 7,500,000; 2,500,000; and 2,500,000 shares of our Series Z Preferred Stock, respectively, in exchange for their respective forgiveness of $75,000.00; $25,000.00, and $25,000.00 in outstanding fees and expenses advanced to the Corporation. By the terms of the settlements, the debts owed to Messrs. Crosby and Isen and Ms. Schoof were extinguished upon approval of the settlement by the board of directors. However, upon the approval of the settlement proposals by the Board of Directors, Messrs. Crosby and Isen and Ms. Schoof each received the right to exercise all rights of Series Z Preferred Share ownership.

The Series Z Preferred shares will be issued to Messrs. Crosby and Isen and Ms. Schoof pursuant to the exemptions from registration set forth in Section 4(a)(2) of the Securities Act of 1933 and regulations promulgated thereunder. The Series Z Preferred shares will be issued to the three recipients as soon as practicable.

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5. ENTRY INTO ASSET PURCHASE AGREEMENTS

On November 8, 2016, our Board of Directors approved two asset purchase agreements in which the Company obtained various intellectual properties in exchange for the issuance of Series Z Preferred shares as payment. The sellers of the intellectual properties were our officers and directors, Benny R. Powell and David Campiti, and the Board of Directors approved the issuance to them of 2,500,000 and 7,500,000 Series Z preferred shares, respectively.

The description above of the Asset Purchase Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the agreements filed as Exhibits 10.2 and 10.3 hereto.

Messrs. Powell and Campiti each received the right to exercise all rights of Series Z Preferred Share ownership although the shares have not been issued. The Series Z Preferred shares will be issued to Messrs. Powell and Campiti pursuant to the exemptions from registration set forth in Section 4(a)(2) of the Securities Act of 1933 and regulations promulgated thereunder. The Series Z Preferred shares will be issued to the three recipients as soon as practicable.

SECTION 3 - SECURITIES AND TRADING MARKETS

ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES

1. See the descriptions of the stock issued and to-be-issued in Item 1.01 above.

2. Pursuant to notices of conversion delivered directly to our stock transfer agent by the holders of our debt instruments, we issued shares as follows:

a) On February 25, 2016, we issued 227,418,232 shares to AGS Capital Group to convert $13,645.09 of the principal owed under a $19,000 note issued on January 8, 2014 filed as Exhibit 4.3 to our Quarterly Report on Form 10-Q filed on April 21, 2014. The issuance was made pursuant to an October 28, 2015 notice of conversion.
b) On March 14, 2016, we issued 275,000,000 shares of common stock to Oceana Capital Group, Ltd. pursuant to the formula set forth in the parties' Stipulation entered in OCEANA CAPITOL GROUP LIMITED V. RED GIANT ENTERTAINMENT, INC., Case No. 3:15-cv-00428-MMD (D.Nev.), and reported in our Form 8-K filed December 23, 2015 and in Exhibit 10.3 thereof. The shares were issued pursuant to the exemption from registration in Section 3(a)(10) of the Securities Act of 1933, as amended.
c) On July 13, 2016, we issued 528,766,667 shares to Typenex Co-Investment, LLC, upon its cashless exercise of a warrant using 2,900,000 shares of our common stock as payment. On or about August 30, 2016, we issued 592,583,333 shares to Typenex Co-Investment, LLC, upon its cashless exercise of a warrant using 3,250,000 shares of our common stock as payment. The warrant is dated June 21, 2013 and is filed as Exhibit 99.3 to our Current Report on Form 8-K filed on

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January 27, 2014. The issuances were made pursuant to notices of exercise of warrant on June 15, 2016 and August 15, 2016, respectively.

SECTION 8 - OTHER EVENTS

ITEM 8.01 OTHER EVENTS.

On or about April 29, 2016, our Board of Directors approved a settlement of a law suit with our creditor Lucas Hoppel, in HOPPEL V. RED GIANT ENTERTAINMENT, INC., Case No. 35-2016-CA-000653-AXXX-XX (Fla. Cir. Ct.). The terms of the settlement included the issuance of 400,000,000 shares of our common stock and a make-whole provision for Mr. Hoppel to receive additional shares if the sale of the initial block of shares did not result in proceeds sufficient for him to realize $120,000.00. The Circuit Court in and for Lake County, Florida, approved the proposed settlement after conducting a fairness hearing. 400,000000 shares were issued to Mr. Hoppel on June 6, 2016. Subsequently, on June 29, 2016, Mr. Hoppel received an additional 685,600,000 shares of common stock pursuant to the make-whole provision. The parties jointly dismissed the law suit on August 13, 2016.

SECTION 9 - EXHIBITS

ITEM 9.01 - EXHIBITS

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

10.1     Securities Purchase and Stock Option Agreement between the Registrant
         and Russell C. Weigel, III.
10.2     Asset Purchase Agreement with Benny R. Powell.
10.3     Asset Purchase Agreement with David Campiti.

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: December 2, 2016                    /s/ Benny R. Powell
                                           -------------------------------------
                                     By:   Benny R. Powell
                                     Its:  Chief Executive Officer, President,
                                     Chief Financial Officer, and Secretary

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Exhibit 10.1

SECURITIES PURCHASE AND STOCK OPTION AGREEMENT

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

RECITALS

WHEREAS, the Investor made an unsolicited request to purchase the Company's restricted securities directly from the Company; and

WHEREAS, the Company currently has 12,000,000,000 shares of common stock, par value $0.0001 per share ("Common Stock") authorized, and 5,373,515,796 shares of Common Stock outstanding; and

WHEREAS, the Company currently has 100,000,000 shares of preferred stock authorized and a series of preferred stock designated as Series Z, par value $0.0001 per share, of which 10,000,000 shares of Series Z preferred stock are issued and outstanding; and

WHEREAS, in the previous twelve days the Company's common stock price has reached $0.0001 per share, and the Company is willing to sell to Investor its restricted common stock at that price or restricted Series Z shares at 100 times the price of common stock or $0.01 per share; and

WHEREAS, Investor desires the option to purchase additional equity securities in the Company in traunches of $10,000.00 each at the current market price; and

WHEREAS, the Company desires to sell to the Investor and the Investor desires to purchase from the Company common stock or Series Z 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 AND OPTION TO PURCHASE ADDITIONAL 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 securities stated in Section 1.02.


Section 1.02. CONSIDERATION AND PAYMENT FOR THE SHARES AND STOCK OPTION.

As consideration for this Agreement, the Investor hereby tenders $10,000.00, and in exchange therefor the Company sells its restricted Series Z shares at $0.01 per share, and the option to purchase up to $40,000.00 in additional shares of Company common stock at $0.0001 per share or its Series Z shares at $0.01 per share pursuant to Investor's exercise of the option and payment for the shares selected therein ("Option Shares") (collectively, the "Shares") using the notice of exercise attached hereto.

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(a)(2) of the Act or Regulation D and to be exempt from the registration requirements of various state securities laws as may be applicable.

Section 1.04. EXERCISE OF OPTION.

The Investor, or the person or persons having the right to exercise the Option upon the death or disability of the Investor, shall exercise the Option by delivering to the Company written notice specifying the number of Option Shares which the Investor elects to purchase, together with either (i) cash,
(ii) cancellation of any indebtedness owed by the Company to the Investor, or
(iii) any combination of the above, the sum of which equals the total price to be paid upon the exercise of the Option, and the common stock purchased shall thereupon be promptly delivered. The Investor will not be deemed to be a holder of any shares, pursuant to the exercise of the Option, until the date of issuance to the Investor of a stock certificate, for such shares, and until the shares are paid in full.

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Section 1.05 TIME OF EXERCISE.

The Investor may exercise the right to purchase Option Shares at any time, in whole or in part, on or before December 31, 2016. In the event the Investor fails to exercise his right to acquire all Option Shares within the foregoing timeframe, all rights of the Investor with respect to such Option Shares shall terminate.

Section 1.06. ADJUSTMENT OF OPTION SHARES.

In the event of any merger, reorganization, consolidation, recapitalization, separation, liquidation, stock split, stock dividend, or other change affecting the corporate structure of the Company's shares, the Board shall adjust the number and price of shares which may be delivered under this Agreement in such a manner as the Board shall determine to be advisable or appropriate to prevent the dilution or diminution of such shares.

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 not 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 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

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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.

(f) The Investor is not acquiring the shares based upon his knowledge of material non-public information about the Company, and the Investor further avers that he is not aware of any material non-public information about the Company.

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 is not current in the filing of its periodic disclosure reports with the SEC and makes no representations about its prospects beyond

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what has been filed in its current reports and most recently filed Form 10-Q 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 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 concerning the shares. 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

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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.

(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.

(j) All shares of the Company acquired by Investor pursuant to this Agreement or otherwise shall have registration rights under the Act, and such shares then beneficially owned by Investor shall be included in the next securities registration statement filed with the SEC under the Act by the Company if any of such shares are not registered in any other registration under the Act.

(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.

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ARTICLE III
CONDITIONS TO THE PARTIES' 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 shares.

ARTICLE IV
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

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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 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 concluded 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.

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ARTICLE V
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.

ARTICLE VI
MISCELLANEOUS

(a) This Agreement shall be governed by and construed and interpreted in accordance with the laws of the state of Florida 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 Miami-Dade, State of Florida, 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 represents 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.

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(f) The attachment hereto is hereby incorporated herein as if such attachment was fully set forth herein in its entirety and is 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. 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.

IN WITNESS WHEREOF, intending to be legally bound, the Parties hereto have executed this Agreement to be effective as of March 4, 2016.

COMPANY:

Red Giant Entertainment, Inc.,
a Nevada corporation

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

INVESTOR:

/s/ Russell C. Weigel, III
------------------------------------------
By: Russell C. Weigel, III
Address: 5775 Blue Lagoon Drive, Suite 100
Miami, FL 33126

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ATTACHMENT

STOCK OPTION EXERCISE NOTICE

The undersigned Investor and Red Giant Entertainment, Inc. (the "Company") are parties to a Securities Purchase and Stock Option Agreement (the "Option Agreement"). The Investor hereby notifies the Company that the Investor wishes to exercise Options for the number and type of restricted shares specified below as of the exercise date indicated.

Check one of the following:

[_______] Company Common Stock, $0.0001 par value, exercisable @ $0.0001 per share

or

[_______] Company Series Z Preferred Stock, $0.0001 par value, exercisable @$0.01 per share

Number of Shares Exercised:

Total Exercise Price:

Form of Payment:

Date of Exercise:

The Investor represents and warrants to the Company that Shares acquired upon exercise of the Options are being acquired for investment purposes. The Investor acknowledges that Shares acquired upon exercise of the Options have not been registered under the Securities Act of 1933 (the "Act") or any state securities law and are "restricted securities" as defined in Rule 144 promulgated under the Act and that upon exercise of the Options, certificates for Shares so acquired may bear restrictive legends limiting transferability. The Shares may not be transferred, sold, offered for sale or otherwise distributed except (i) in conjunction with an effective registration statement of the shares under the Act, or (ii) pursuant to an opinion of counsel satisfactory to the Company that such transfer, sale, offer or distribution is exempt from the registration provisions of the Act and applicable state securities laws.

-----------------------------          -----------------------------
Russell C. Weigel, III                 Date

5775 Blue Lagoon Drive, Suite 100
Miami, Florida 33126

ACCEPTED BY RED GIANT ENTERTAINMENT, INC.:

By:

Title:

11

Exhibit 10.2

ASSET PURCHASE AGREEMENT

THIS AGREEMENT, made this eleventh day of November, 2016, by and among Red Giant Entertainment, Inc., a Nevada Corporation ("Buyer"), and Benny R. Powell ("Seller").

RECITALS

WHEREAS, Seller is the 100% owner of certain intellectual properties more fully described in Schedule "A" attached hereto (collectively, the "Properties"); and

WHEREAS, Buyer desires to acquire Properties; and

WHEREAS, Buyer offers to acquire the Properties by issuing two million five hundred thousand (2,500,000) shares of Seller's Series Z Preferred shares (the "REDG Series Z Stock" or "REDG Z Shares"); and

WHEREAS, Seller is agreeable to these terms and is willing to tender its ownership of the Properties in exchange for two million five hundred thousand REDG Series Z Shares, the value of which is believed to be an equivalent exchange; and

NOW, THEREFORE, in consideration of the mutual promises, covenants, and representations contained herein, the parties hereto intending to be legally bound hereby, agree as follows:

ARTICLE 1

SALE AND TRANSFER OF INTELLECTUAL PROPERTY

1.1 IN GENERAL. The Recitals above are incorporated in their entirety as understandings of the Parties and as consideration of value for entry into this Agreement.

1.2 SALE AND TRANSFER OF INTELLECTUAL PROPERTY. On the terms and subject to the conditions set forth in this Agreement, the Seller hereby covenants and agrees to sell, transfer and convey all of its rights, title and interests in and to the Properties, including its copyrights and royalty agreements, if any, which are hereby assigned to Buyer, to the Buyer free and clear of any and all Encumbrances whatsoever, and the Seller further agrees to waive any moral rights that the Seller may have with respect to the Properties in favor of the Buyer.

1.3 NO ASSUMPTION OF LIABILITIES. It is expressly understood and agreed that Buyer shall not be liable for, and hereby disclaims any assumption of, any of the obligations, third party claims or liabilities of Seller and/or his affiliates and/or of any third party of any kind or nature whatsoever arising from or in connection with any circumstances, causes of action, breach, violation, default or failure to perform with respect to the Properties.

1.4 FURTHER ASSURANCES. At any time after Closing, and from time to time thereafter, the Seller shall, upon the Buyer's written request, and at the Buyer's expense, take any and all action and execute, acknowledge and deliver to


the Buyer any and all further instruments and assurances necessary or expedient in order to fully vest in the Buyer the Properties and to facilitate the Buyer's enjoyment, defense and enforcement thereof. If, at any time after Closing, any entity or person directly or indirectly controlled by the Seller, or a "Seller Affiliate", is determined or deemed to have any right, title or interest in or to the Properties, the Seller agrees to use its best efforts to cause that Affiliate or Seller's Affiliate to transfer, assign, convey or release in favor of the Buyer any and all right, title or interest that such Affiliate or Seller's Affiliate may have in or to the Properties without payment of any additional consideration by the Buyer. The Seller hereby irrevocably designates and appoints the Buyer and its duly authorized officers and agents, with full power of substitution, as the Seller's agents and attorneys-in-fact to act for and on behalf and instead of the Seller, to take any and all actions, including proceedings at law, in equity or otherwise, to execute, acknowledge and deliver any and all instruments and assurances necessary or expedient in order to fully vest in the Buyer or perfect the sale, transfer, assignment and conveyance of the Properties to the Buyer or to protect the same or to enforce any claim or right of any kind with respect thereto. The foregoing power is coupled with an interest and is irrevocable.

1.5 INTELLECTUAL PROPERTY OWNERSHIP. The Parties acknowledge and agree that, as between Buyer and Seller, Seller irrevocably assigns to Buyer herewith, and acknowledges that, to the extent permitted under applicable law, Buyer owns and retains, the entire and exclusive right, title, and interest in and to the Properties including all their included works and other characteristics associated therewith and any and all objects, sound and works embodied in the Properties, and all Intellectual Property or other identifications used with or in conjunction with the Properties created, designed or developed by Seller or its contractors from the inception of the development of the Properties, and each of them individually, and all renewals and extensions thereof inclusive of Seller's institutional trademarks.

To the extent Seller owns or controls intellectual property rights related to the Properties but not assigned herein, Seller hereby licenses such rights to Buyer on a non-exclusive, non-transferable basis solely to the extent necessary to fulfill the spirit of this Agreement.

1.6 REVENUE. As per the Effective Date, any and all revenue derived directly or indirectly from the Properties is the property of the Buyer exclusively.

1.7 PAYMENT OF PURCHASE PRICE. Subject to all of the terms and conditions of this Agreement, Buyer agrees to deliver newly issued, Series Z, REDG Series Z Stock totaling Seven Million Five Hundred Thousand (7,500,000) Shares issued in the name of Benny R. Powell, and/or his assigns, in exchange for one hundred percent of the ownership, title, and interest in the Properties shown on Schedule "A" of this Agreement owned by Seller, and Seller hereby agrees to transfer full title and interest in the Properties to Buyer, subject to the terms of this Agreement. Delivery of the REDG Z Shares may be book entry on the books of Buyer or by physical certificate.

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ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF SELLER

SELLER REPRESENTS AND WARRANTS TO BUYER THAT:

2.1 TITLE. Seller has all necessary power to own the Properties and to carry on their business as now owned and operated by them, and they are duly qualified to do business and are in good standing in each of the states and other jurisdictions where their business requires qualification.

2.2 COMPLIANCE WITH LAWS. Seller has substantially complied with, and is not in violation of, all applicable federal, state or local statutes, laws and regulations, including, without limitation, any applicable building, zoning, environmental, employment or other law, ordinance or regulation affecting the Properties, products or the operation of their business except where such non-compliance would not have a materially adverse effect on the business or financial condition of Seller. Seller has all licenses and permits required to conduct his business as now being conducted.

2.3 LITIGATION. Seller is not a party to any suit, action, arbitration or legal, administrative or other proceeding, or governmental investigation pending or, to the best knowledge of Seller, threatened against or affecting Seller or his business, assets or financial condition, except for matters which would not have a material affect on Seller or the Properties. Seller is not in default with respect to any order, writ, injunction or decree of any federal, state, local or foreign court, department, agency or instrumentality applicable to him. Seller is not engaged in any lawsuits to recover any material amount of monies due to him.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF BUYER.

BUYER REPRESENTS AND WARRANTS TO SELLER THAT:

3.1 ORGANIZATION. Buyer is a corporation duly organized but is not validly existing or in good standing at the present time under the laws of Nevada, but it or its subsidiaries otherwise have all necessary corporate powers to own their properties and to carry on their businesses as now owned and operated, and are duly qualified to do business in each of such states and other jurisdictions where their respective business requires such qualification.

3.2 COMPLIANCE WITH LAWS. Buyer has substantially complied with, and is not in violation of, all applicable federal, state or local statutes, laws and regulations, including, without limitation, any applicable building, zoning, environmental, employment or other law, ordinance or regulation affecting its properties, products or the operation of its business except where such non-compliance would not have a materially adverse effect on the business or financial condition of Buyer, except for Buyer's non-compliance with applicable federal securities laws. Buyer has all licenses and permits required to conduct

3

its business as now being conducted other than Buyer's delinquencies with the State of Nevada which are known to Seller.

3.3 LITIGATION. Buyer is not a party to any suit, action, arbitration or legal, administrative or other proceeding, or governmental investigation pending or, to the best knowledge of Buyer, threatened against or affecting Buyer or its business, assets or financial condition, except for matters which would not have a material affect on Buyer or its properties. Buyer is not in default with respect to any order, writ, injunction or decree of any federal, state, local or foreign court, department, agency or instrumentality applicable to it. Buyer is not engaged in any lawsuits to recover any material amount of monies due to it.

3.4 BUSINESS. Following the closing, the only business and operations of Buyer shall be that conducted by Buyer.

3.5 RIGHTS UPON LIQUIDATION OF BUYER. Buyer represents, covenants, and warrants to Seller that in the event of a liquidation or insolvency of Buyer, that Seller retain a lien on, and Buyer hereby automatically assigns to Seller upon an event of liquidation or insolvency, any and all rights then owned or controlled by Buyer to the Properties.

In the event of a liquidation or insolvency of Buyer, the rights to the Properties shall automatically transfer to Seller without further order, authorization or consent, and these Properties shall not be considered property of the estate of Buyer in any bankruptcy or insolvency proceeding because all rights, title, and interest in and to these Properties will belong to Buyer.

ARTICLE 4

ADDITIONAL REPRESENTATIONS AND WARRANTIES OF SELLER

4.1 OWNERSHIP. Seller owns and holds the Properties listed in Schedule "A". Such Properties are owned of record, and such Properties are not subject to any lien, encumbrance or pledge but are subject to any applicable pre-existing contracts with participating artists, excluding Buyer, if any. Seller has the authority to sell, assign, and transfer the Properties pursuant to this Agreement.

4.2 INVESTMENT INTENT. Seller understands and acknowledges that the REDG Series Z Stock is being issued as payment in reliance upon the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933 (the "Securities Act") for non-public offerings, and/or any other applicable exemption from registration; and Seller makes the following representations and warranties with the intent that the same may be relied upon in determining the suitability of Seller as a purchaser of securities.

(a) The REDG Series Z Shares are being acquired solely for the account of Seller, for investment purposes only, and not with a view to, or for

4

sale in connection with, any distribution thereof and with no present intention of distributing or reselling any part of the REDG Series Z Shares.

(b) Seller agrees not to dispose of his REDG Series Z Shares or any portion thereof unless and until counsel for Buyer shall have determined that the intended disposition is permissible and does not violate the Securities Act or any applicable state securities laws, or the rules and regulations thereunder.

(c) Seller acknowledges that Buyer has made all documentation pertaining to all aspects of Buyer and the transaction herein available to him and to his qualified representative(s), if any, and has offered such person or persons an opportunity to discuss Buyer and the transaction herein with the officers of Buyer.

4.3 INDEMNIFICATION. Seller recognizes that the offer of REDG Series Z Shares to him/her is based upon his/her representations and warranties set forth and contained herein and hereby agrees to indemnify and hold harmless Buyer against all liability, costs or expenses (including reasonable attorney's fees) arising as a result of any misrepresentations made herein by Seller.

4.4 RESTRICTIVE LEGEND. When issued, the certificates evidencing the REDG Preferred Z Shares issued pursuant to this Agreement will have a legend placed thereon which will restrict the sale of said shares for times and upon conditions that are subject to federal and state securities laws.

4.5 WAIVER OF NON-COMPLIANCE. Seller waives any claim of lack of authority or non-compliance with the laws of the State of Nevada by Buyer for its failure to file its Annual Report and pay its registration fees with the State of Nevada, and further waives any claim that Buyer lacks the authority to enter into this Agreement by virtue of Buyer's non-compliance with any other laws applicable to Buyer or Buyer's business or operations.

ARTICLE 5

PRE-CLOSING COVENANTS

5.1 INVESTIGATIVE RIGHTS. From the date of this Agreement each Party shall provide to the other Party, and such other Party's counsels, accountants, auditors, and other authorized representatives, full access during normal business hours to all of Buyer's and Seller's respective properties, books, contracts, commitments, and records for the purpose of examining the same. Each Party shall furnish the other Party with all information concerning Buyer's and Seller's affairs as the other party may reasonably request.

5.2 CONDUCT OF BUSINESS. Prior to the Closing, Buyer and Seller shall each conduct their respective businesses in the normal course, and shall not sell, pledge, or assign any assets, without the prior written approval of the other Party, except in the regular course of business. Buyer shall not amend its Articles of Incorporation or Bylaws, declare dividends, redeem or sell stock or

5

other securities, incur additional or newly-funded liabilities, acquire or dispose of fixed assets, change employment terms, enter into any material or long-term contract, guarantee obligations of any third party, settle or discharged any balance sheet receivable for less than its stated amount, pay more on any liability than its stated amount, or enter into any other transaction other than in the regular course of business. Seller shall take no action that would or could result in the attachment of a lien on the Properties.

ARTICLE 6

POST-CLOSING COVENANTS

6.1 FOLLOWING THE CLOSING HEREIN:

(A) PROMPT REGISTRATION OF TRANSFER. Buyer shall register transfer of the Series Z shares on its books and Seller shall upon Closing have all rights of ownership of Series Z Shares, including voting rights, provided that, no physical certificates of Series Z Preferred Shares shall be issued to Seller until such time as applicable fees are paid to Buyer's stock transfer agent.

(B) DELIVERY OF PROPERTIES. Seller will deliver to Buyer within 10 days of Closing all Properties.

ARTICLE 7

CLOSING

7.1 CLOSING. Subject to the satisfaction or waiver of all of the conditions precedent to Closing as set out in this Agreement, including the acceptance of the Agreement by the Board of Directors of Buyer, Closing of the transactions contemplated herein shall take place at such place and time on the Closing Date as may be agreed to by the Parties hereto. The Closing Date shall be such date as is agreed upon by the Parties hereto, but shall be no later than November 30, 2016. Unless otherwise agreed to by each of the parties hereto, if Closing does not occur on or before November 30, 2016, this Agreement shall automatically be terminated and of no further force and effect.

7.2 ATTORNEY'S FEES. Each of Buyer and Seller shall be responsible to the other party for their attorney fees (if any) incurred herewith, as further defined, below.

6

ARTICLE 8

MISCELLANEOUS

8.1 CONFIDENTIALITY. Unless compelled by a subpoena or otherwise required under the rule of law no party to this transaction will discuss terms of the transaction, its parties, or any other aspect of this transaction, contemplated, executed, or finalized with any individual other than counsel and individuals or parties directly related to this transaction.

8.2 CAPTIONS. The Article and paragraph headings throughout this Agreement are for convenience and reference only, and shall in no way be deemed to define, limit, or add to the meaning of any provision of this Agreement.

8.3 NO ORAL CHANGE. This Agreement and any provision hereof, may not be waived, changed, modified, or discharged orally, but it can be changed by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, or discharged is sought.

8.4 NON-WAIVER. Except as otherwise expressly provided herein, no waiver of any covenant, condition, or provision of this Agreement shall be deemed to have been made unless expressly in writing and signed by the party against whom such waiver is charged; and (i) the failure of any party to insist in any one or more cases upon the performance of any of the provisions, covenants, or conditions of this Agreement or to exercise any option herein contained shall not be construed as a waiver or relinquishment for the future of any such provisions, covenants, or conditions, (ii) the acceptance of performance of anything required by this Agreement to be performed with knowledge of the breach or failure of a covenant, condition, or provision hereof shall not be deemed a waiver of such breach or failure, and (iii) no waiver by any party of one breach by another party shall be construed as a waiver with respect to any other or subsequent breach.

8.5 TIME OF THE ESSENCE. Time is of the essence of this Agreement and of each and every provision hereof.

8.6 ENTIRE AGREEMENT. This Agreement contains the entire Agreement and understanding among the parties hereto, supersedes all prior agreements and understandings, and constitutes a complete and exclusive statement of the agreements, responsibilities, representations and warranties of the parties.

8.7 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.8 BINDING EFFECT. This Agreement shall inure to and be binding upon the heirs, executors, personal representatives, successors and assigns of each of the Parties to this Agreement.

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8.9 ANNOUNCEMENTS. The Parties will consult and cooperate with each other as to the timing and content of any announcements of the transactions contemplated hereby to the general public or to employees, customers or suppliers.

8.10 BROKERAGE. The Parties each represent that no finder, broker, investment banker or other similar person has been involved in this transaction. Each party agrees to indemnify and hold the others harmless from payment of any brokerage fee, finder's fee or commission claimed by any other person or entity who claims to have been involved in the transaction herein because of an association with such party.

8.11 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and warranties of the parties set forth in this Agreement or in any instrument, certificate, opinion, or other writing providing for it, shall survive the Closing irrespective of any investigation made by or on behalf of any party for a period of one year.

8.12 CHOICE OF LAW. This Agreement and its application shall be governed by the laws of the State of Florida.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their authorized representatives, all as of the date first written above.

RED GIANT ENTERTAINMENT INC:
(a Nevada Corporation)

By:
   -----------------------------------     -------------------------------------
   Benny R. Powell, President                              Date

By:
   -----------------------------------     -------------------------------------
   Benny R. Powell, Individually                           Date

8

SCHEDULE "A"

1. Arthur & Harry
2. Armory
3. Channel: Arena Earth
4. Crazy Train
5. Hero Zero
6. Katrina
7. Marble Comics
8. Pockets
9. Robotopia
10. Viral Media
11. Warriors Way
12. Wayward Souls

9

Exhibit 10.3

ASSET PURCHASE AGREEMENT

THIS AGREEMENT, made this eleventh day of November, 2016, by and among Red Giant Entertainment, Inc., a Nevada Corporation ("Buyer"), and David Campiti ("Campiti") doing business as Glass House Graphics (collectively, the "Seller").

RECITALS

WHEREAS, Seller is the 100% owner of certain intellectual properties more fully described in Schedule "A" attached hereto (collectively, the "Properties"); and

WHEREAS, Buyer desires to acquire Properties; and

WHEREAS, Buyer offers to acquire the Properties by issuing seven million five hundred thousand (7,500,000) shares of Seller's Series Z Preferred shares (the "REDG Series Z Stock" or "REDG Z Shares"); and

WHEREAS, Seller is agreeable to these terms and is willing to tender its ownership of the Properties in exchange for two million five hundred thousand REDG Series Z Shares, the value of which is believed to be an equivalent exchange; and

NOW, THEREFORE, in consideration of the mutual promises, covenants, and representations contained herein, the parties hereto intending to be legally bound hereby, agree as follows:

ARTICLE 1

SALE AND TRANSFER OF INTELLECTUAL PROPERTY

1.1 IN GENERAL. The Recitals above are incorporated in their entirety as understandings of the Parties and as consideration of value for entry into this Agreement.

1.2 SALE AND TRANSFER OF INTELLECTUAL PROPERTY. On the terms and subject to the conditions set forth in this Agreement, the Seller hereby covenants and agrees to sell, transfer and convey all of its rights, title and interests in and to the Properties, including its copyrights and royalty agreements, if any, which are hereby assigned to Buyer, to the Buyer free and clear of any and all Encumbrances whatsoever, and the Seller further agrees to waive any moral rights that the Seller may have with respect to the Properties in favor of the Buyer.

1.3 NO ASSUMPTION OF LIABILITIES. It is expressly understood and agreed that Buyer shall not be liable for, and hereby disclaims any assumption of, any of the obligations, third party claims or liabilities of Seller and/or his affiliates and/or of any third party of any kind or nature whatsoever arising from or in connection with any circumstances, causes of action, breach, violation, default or failure to perform with respect to the Properties.


1.4 FURTHER ASSURANCES. At any time after Closing, and from time to time thereafter, the Seller shall, upon the Buyer's written request, and at the Buyer's expense, take any and all action and execute, acknowledge and deliver to the Buyer any and all further instruments and assurances necessary or expedient in order to fully vest in the Buyer the Properties and to facilitate the Buyer's enjoyment, defense and enforcement thereof. If, at any time after Closing, any entity or person directly or indirectly controlled by the Seller, or a "Seller Affiliate", is determined or deemed to have any right, title or interest in or to the Properties, the Seller agrees to use its best efforts to cause that Affiliate or Seller's Affiliate to transfer, assign, convey or release in favor of the Buyer any and all right, title or interest that such Affiliate or Seller's Affiliate may have in or to the Properties without payment of any additional consideration by the Buyer. The Seller hereby irrevocably designates and appoints the Buyer and its duly authorized officers and agents, with full power of substitution, as the Seller's agents and attorneys-in-fact to act for and on behalf and instead of the Seller, to take any and all actions, including proceedings at law, in equity or otherwise, to execute, acknowledge and deliver any and all instruments and assurances necessary or expedient in order to fully vest in the Buyer or perfect the sale, transfer, assignment and conveyance of the Properties to the Buyer or to protect the same or to enforce any claim or right of any kind with respect thereto. The foregoing power is coupled with an interest and is irrevocable.

1.5 INTELLECTUAL PROPERTY OWNERSHIP. The Parties acknowledge and agree that, as between Buyer and Seller, Seller irrevocably assigns to Buyer herewith, and acknowledges that, to the extent permitted under applicable law, Buyer owns and retains, the entire and exclusive right, title, and interest in and to the Properties including all their included works and other characteristics associated therewith and any and all objects, sound and works embodied in the Properties, and all Intellectual Property or other identifications used with or in conjunction with the Properties created, designed or developed by Seller or its contractors from the inception of the development of the Properties, and each of them individually, and all renewals and extensions thereof inclusive of Seller's institutional trademarks.

To the extent Seller owns or controls intellectual property rights related to the Properties but not assigned herein, Seller hereby licenses such rights to Buyer on a non-exclusive, non-transferable basis solely to the extent necessary to fulfill the spirit of this Agreement.

1.6 REVENUE. As per the Effective Date, any and all revenue derived directly or indirectly from the Properties is the property of the Buyer exclusively.

1.7 PAYMENT OF PURCHASE PRICE. Subject to all of the terms and conditions of this Agreement, Buyer agrees to deliver newly issued, Series Z, REDG Series Z Stock totaling Seven Million Five Hundred Thousand (7,500,000) Shares issued in the name of David Campiti, in exchange for one hundred percent of the ownership, title, and interest in the Properties shown on Schedule "A" of this Agreement owned by Seller, and Seller hereby agrees to transfer full title and interest in the Properties to Buyer, subject to the terms of this Agreement. Delivery of the REDG Z Shares may be book entry on the books of Buyer or by physical certificate.

2

ARTICLE 2

REPRESENTATIONS AND WARRANTIES OF SELLER

SELLER REPRESENTS AND WARRANTS TO BUYER THAT:

2.1 TITLE. Seller has all necessary power to own the Properties and to carry on their business as now owned and operated by them, and they are duly qualified to do business and are in good standing in each of the states and other jurisdictions where their business requires qualification.

2.2 COMPLIANCE WITH LAWS. Seller has substantially complied with, and is not in violation of, all applicable federal, state or local statutes, laws and regulations, including, without limitation, any applicable building, zoning, environmental, employment or other law, ordinance or regulation affecting the Properties, products or the operation of their business except where such non-compliance would not have a materially adverse effect on the business or financial condition of Seller. Seller has all licenses and permits required to conduct his business as now being conducted.

2.3 LITIGATION. Seller is not a party to any suit, action, arbitration or legal, administrative or other proceeding, or governmental investigation pending or, to the best knowledge of Seller, threatened against or affecting Seller or his business, assets or financial condition, except for matters which would not have a material affect on Seller or the Properties. Seller is not in default with respect to any order, writ, injunction or decree of any federal, state, local or foreign court, department, agency or instrumentality applicable to him. Seller is not engaged in any lawsuits to recover any material amount of monies due to him.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF BUYER.

BUYER REPRESENTS AND WARRANTS TO SELLER THAT:

3.1 ORGANIZATION. Buyer is a corporation duly organized but is not validly existing or in good standing at the present time under the laws of Nevada, but it or its subsidiaries otherwise have all necessary corporate powers to own their properties and to carry on their businesses as now owned and operated, and are duly qualified to do business in each of such states and other jurisdictions where their respective business requires such qualification.

3.2 COMPLIANCE WITH LAWS. Buyer has substantially complied with, and is not in violation of, all applicable federal, state or local statutes, laws and regulations, including, without limitation, any applicable building, zoning, environmental, employment or other law, ordinance or regulation affecting its properties, products or the operation of its business except where such non-compliance would not have a materially adverse effect on the business or financial condition of Buyer, except for Buyer's non-compliance with applicable federal securities laws. Buyer has all licenses and permits required to conduct

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its business as now being conducted other than Buyer's delinquencies with the State of Nevada which are known to Seller.

3.3 LITIGATION. Buyer is not a party to any suit, action, arbitration or legal, administrative or other proceeding, or governmental investigation pending or, to the best knowledge of Buyer, threatened against or affecting Buyer or its business, assets or financial condition, except for matters which would not have a material affect on Buyer or its properties. Buyer is not in default with respect to any order, writ, injunction or decree of any federal, state, local or foreign court, department, agency or instrumentality applicable to it. Buyer is not engaged in any lawsuits to recover any material amount of monies due to it.

3.4 BUSINESS. Following the closing, the only business and operations of Buyer shall be that conducted by Buyer.

3.5 RIGHTS UPON LIQUIDATION OF BUYER. Buyer represents, covenants, and warrants to Seller that in the event of a liquidation or insolvency of Buyer, that Seller retain a lien on, and Buyer hereby automatically assigns to Seller upon an event of liquidation or insolvency, any and all rights then owned or controlled by Buyer to the Properties.

In the event of a liquidation or insolvency of Buyer, the rights to the Properties shall automatically transfer to Seller without further order, authorization or consent, and these Properties shall not be considered property of the estate of Buyer in any bankruptcy or insolvency proceeding because all rights, title, and interest in and to these Properties will belong to Buyer.

ARTICLE 4

ADDITIONAL REPRESENTATIONS AND WARRANTIES OF SELLER

4.1 OWNERSHIP. Seller owns and holds the Properties listed in Schedule "A". Such Properties are owned of record, and such Properties are not subject to any lien, encumbrance or pledge but are subject to any applicable pre-existing contracts with participating artists, excluding Buyer, if any. Seller has the authority to sell, assign, and transfer the Properties pursuant to this Agreement.

4.2 INVESTMENT INTENT. Seller understands and acknowledges that the REDG Series Z Stock is being issued as payment in reliance upon the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933 (the "Securities Act") for non-public offerings, and/or any other applicable exemption from registration; and Seller makes the following representations and warranties with the intent that the same may be relied upon in determining the suitability of Seller as a purchaser of securities.

(a) The REDG Series Z Shares are being acquired solely for the account of Seller, for investment purposes only, and not with a view to, or for sale in

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connection with, any distribution thereof and with no present intention of distributing or reselling any part of the REDG Series Z Shares.

(b) Seller agrees not to dispose of his REDG Series Z Shares or any portion thereof unless and until counsel for Buyer shall have determined that the intended disposition is permissible and does not violate the Securities Act or any applicable state securities laws, or the rules and regulations thereunder.

(c) Seller acknowledges that Buyer has made all documentation pertaining to all aspects of Buyer and the transaction herein available to him and to his qualified representative(s), if any, and has offered such person or persons an opportunity to discuss Buyer and the transaction herein with the officers of Buyer.

4.3 INDEMNIFICATION. Seller recognizes that the offer of REDG Series Z Shares to him/her is based upon his/her representations and warranties set forth and contained herein and hereby agrees to indemnify and hold harmless Buyer against all liability, costs or expenses (including reasonable attorney's fees) arising as a result of any misrepresentations made herein by Seller.

4.4 RESTRICTIVE LEGEND. When issued, the certificates evidencing the REDG Preferred Z Shares issued pursuant to this Agreement will have a legend placed thereon which will restrict the sale of said shares for times and upon conditions that are subject to federal and state securities laws.

4.5 WAIVER OF NON-COMPLIANCE. Seller waives any claim of lack of authority or non-compliance with the laws of the State of Nevada by Buyer for its failure to file its Annual Report and pay its registration fees with the State of Nevada, and further waives any claim that Buyer lacks the authority to enter into this Agreement by virtue of Buyer's non-compliance with any other laws applicable to Buyer or Buyer's business or operations.

ARTICLE 5

PRE-CLOSING COVENANTS

5.1 INVESTIGATIVE RIGHTS. From the date of this Agreement each Party shall provide to the other Party, and such other Party's counsels, accountants, auditors, and other authorized representatives, full access during normal business hours to all of Buyer's and Seller's respective properties, books, contracts, commitments, and records for the purpose of examining the same. Each Party shall furnish the other Party with all information concerning Buyer's and Seller's affairs as the other party may reasonably request.

5.2 CONDUCT OF BUSINESS. Prior to the Closing, Buyer and Seller shall each conduct their respective businesses in the normal course, and shall not sell, pledge, or assign any assets, without the prior written approval of the other Party, except in the regular course of business. Buyer shall not amend its Articles of Incorporation or Bylaws, declare dividends, redeem or sell stock or

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other securities, incur additional or newly-funded liabilities, acquire or dispose of fixed assets, change employment terms, enter into any material or long-term contract, guarantee obligations of any third party, settle or discharged any balance sheet receivable for less than its stated amount, pay more on any liability than its stated amount, or enter into any other transaction other than in the regular course of business. Seller shall take no action that would or could result in the attachment of a lien on the Properties.

ARTICLE 6

POST-CLOSING COVENANTS

6.1 FOLLOWING THE CLOSING HEREIN:

(A) PROMPT REGISTRATION OF TRANSFER. Buyer shall register transfer of the Series Z shares on its books and Seller shall upon Closing have all rights of ownership of Series Z Shares, including voting rights, provided that, no physical certificates of Series Z Preferred Shares shall be issued to Seller until such time as applicable fees are paid to Buyer's stock transfer agent.

(B) DELIVERY OF PROPERTIES. Seller will deliver to Buyer within 10 days of Closing all Properties.

ARTICLE 7

CLOSING

7.1 CLOSING. Subject to the satisfaction or waiver of all of the conditions precedent to Closing as set out in this Agreement, including the acceptance of the Agreement by the Board of Directors of Buyer, Closing of the transactions contemplated herein shall take place at such place and time on the Closing Date as may be agreed to by the Parties hereto. The Closing Date shall be such date as is agreed upon by the Parties hereto, but shall be no later than November 30, 2016. Unless otherwise agreed to by each of the parties hereto, if Closing does not occur on or before November 30, 2016, this Agreement shall automatically be terminated and of no further force and effect.

7.2 ATTORNEY'S FEES. Each of Buyer and Seller shall be responsible to the other party for their attorney fees (if any) incurred herewith, as further defined, below.

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ARTICLE 8

MISCELLANEOUS

8.1 CONFIDENTIALITY. Unless compelled by a subpoena or otherwise required under the rule of law no party to this transaction will discuss terms of the transaction, its parties, or any other aspect of this transaction, contemplated, executed, or finalized with any individual other than counsel and individuals or parties directly related to this transaction.

8.2 CAPTIONS. The Article and paragraph headings throughout this Agreement are for convenience and reference only, and shall in no way be deemed to define, limit, or add to the meaning of any provision of this Agreement.

8.3 NO ORAL CHANGE. This Agreement and any provision hereof, may not be waived, changed, modified, or discharged orally, but it can be changed by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, or discharged is sought.

8.4 NON-WAIVER. Except as otherwise expressly provided herein, no waiver of any covenant, condition, or provision of this Agreement shall be deemed to have been made unless expressly in writing and signed by the party against whom such waiver is charged; and (i) the failure of any party to insist in any one or more cases upon the performance of any of the provisions, covenants, or conditions of this Agreement or to exercise any option herein contained shall not be construed as a waiver or relinquishment for the future of any such provisions, covenants, or conditions, (ii) the acceptance of performance of anything required by this Agreement to be performed with knowledge of the breach or failure of a covenant, condition, or provision hereof shall not be deemed a waiver of such breach or failure, and (iii) no waiver by any party of one breach by another party shall be construed as a waiver with respect to any other or subsequent breach.

8.5 TIME OF THE ESSENCE. Time is of the essence of this Agreement and of each and every provision hereof.

8.6 ENTIRE AGREEMENT. This Agreement contains the entire Agreement and understanding among the parties hereto, supersedes all prior agreements and understandings, and constitutes a complete and exclusive statement of the agreements, responsibilities, representations and warranties of the parties.

8.7 COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

8.8 BINDING EFFECT. This Agreement shall inure to and be binding upon the heirs, executors, personal representatives, successors and assigns of each of the Parties to this Agreement.

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8.9 ANNOUNCEMENTS. The Parties will consult and cooperate with each other as to the timing and content of any announcements of the transactions contemplated hereby to the general public or to employees, customers or suppliers.

8.10 BROKERAGE. The Parties each represent that no finder, broker, investment banker or other similar person has been involved in this transaction. Each party agrees to indemnify and hold the others harmless from payment of any brokerage fee, finder's fee or commission claimed by any other person or entity who claims to have been involved in the transaction herein because of an association with such party.

8.11 SURVIVAL OF REPRESENTATIONS AND WARRANTIES. The representations and warranties of the parties set forth in this Agreement or in any instrument, certificate, opinion, or other writing providing for it, shall survive the Closing irrespective of any investigation made by or on behalf of any party for a period of one year.

8.12 CHOICE OF LAW. This Agreement and its application shall be governed by the laws of the State of Florida.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their authorized representatives, all as of the date first written above.

RED GIANT ENTERTAINMENT INC:
(a Nevada Corporation)

By:
   -----------------------------------     -----------------------------------
   Benny R. Powell, President                              Date

GLASS HOUSE GRAPHICS:

By:
   -----------------------------------     -----------------------------------
   David Campiti                                           Date

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SCHEDULE "A"

GLASS HOUSE GRAPHICS' HOLDINGS:

* SKYCLAD -- IP + logo + 100 pages art

* THE EXPERIMENTALS (aka 16X) -- IP + 30 pages art

* BLOOD ASSASSIN (aka VAMPIRE X) -- IP + 24 pages art

* LENNON & THE BEATLES: A TRIBUTE BOOK -- 45 pages art

* THE P.S.I.C.E.T. IDENTITY -- IP + 1 cover artwork, logo, mini-series script

* DARING ADVENTURES -- IP + 1 promo/cover art + 16 pages script

* LAVENDER LACE -- IP + 1 promo/cover artwork

* DANCE MACABRE -- IP

* LIVING LEGENDS -- IP

* LUCKY STAR -- IP

* MODEL CITIZEN -- IP

* MONSTROSITIES -- IP

* STOKER -- IP

* THE AMBASSADORS -- IP

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