UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the Quarterly Period November 30, 2012
Or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from __________ to _____________

Commission File Number: 001-34039

RED GIANT ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)

           Nevada                                                98-0471928
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

614 E. Hwy 50, Suite 235, Clermont, FL 34711
(Address, including zip code, of principal executive offices)

Registrants' telephone number, including area code: (866) 926-6427

N/A
(Former name, former address and former fiscal year,
if changed since last year)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]

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

As of January 21, 2013 there were 434,922,000 shares of the Company's common stock, $0.001 par value per share, issued and outstanding.


FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this "Quarterly Report") includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, included in this Quarterly Report which address activities, events or developments which we expect, believe or anticipate will or may occur in the future are forward-looking statements. The word "believes," "intends," "expects," "anticipates," "projects," "estimates," "predicts" and similar expressions are also intended to identify forward-looking statements.

Consequently, all of the forward-looking statements made in this Quarterly are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business operations. We assume no obligation to update publicly, except as required by law, any such forward-looking statements, whether as a result of new information, future events or otherwise.

2

Red Giant Entertainment, Inc.
TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                          PART I FINANCIAL INFORMATION

Item 1. Financial Statements                                                  4

         Balance Sheets as of November 30, 2012 (Unaudited) and
         August 31, 2012                                                      4

         Statement of Operations for the Three Months Ended
         November 30, 2012 2012 and 2011 (Unaudited)                          5

         Statements of Cash Flows for the Three Months Ended
         November 30, 2012 and 2011 (Unaudited)                               6

         Notes to Financial Statements (Unaudited)                            7

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                           12

Item 3.  Quantitative and Qualitative Disclosures About Market Risk          13

Item 4.  Controls and Procedures                                             13

PART II                               OTHER INFORMATION

Item 1.  Legal Proceedings                                                   14

Item 1A. Risk Factors                                                        14

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds         14

Item 3.  Defaults Upon Senior Securities                                     14

Item 4.  Mine Safety Disclosures                                             14

Item 5.  Other Information                                                   14

Item 6.  Exhibits                                                            15

SIGNATURES                                                                   16

3

PART I
FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

RED GIANT ENTERTAINMENT INC.
(formerly known as Castmor Resources Ltd.)

Balance Sheets

                                                                 November 30,       August 31,
                                                                    2012               2012
                                                                  --------           --------
                                                                 (unaudited)
ASSETS

Current Assets
  Cash in Banks                                                   $  2,441           $    269
  Inventory                                                         27,294             10,928
  Prepaid Expenses                                                  45,040             20,000
                                                                  --------           --------
      Total Current Assets                                          74,775             31,197

Computer Equipment - net of depreciation                             3,111              3,277
Intellectual Property - net of amortization                         18,037             19,500
                                                                  --------           --------

TOTAL ASSETS                                                      $ 95,923           $ 53,974
                                                                  ========           ========

LIABILITIES & STOCKHOLDERS' EQUITY
  Accounts Payable & Accrued Expenses                             $ 23,582           $ 19,776
  Federal Income Tax Payable                                         5,700                 --
                                                                  --------           --------
      Total Liabilities                                             29,282             19,776
                                                                  --------           --------

Commitments & Contingencies                                             --                 --
                                                                  --------           --------
STOCKHOLDERS' EQUITY
  Preferred stock,$0.0001 par value; 100,000,000 shares
   authorized; no shares issued                                         --                 --
  Common Stock, $0.0001 par value; 900,000,000 shares
   authorized; 434,922,000 shares issued and outstanding            43,492             43,492
  Additional paid in capital                                            --                 --
  Discount on Common Stock                                          (1,947)            (1,947)
  Accumulated earning (deficit)                                     25,096             (7,347)
                                                                  --------           --------
      Total Stockholders' Equity                                    66,641             34,198
                                                                  --------           --------

TOTAL LIABILITIES & STOCKHOLDERS'  EQUITY                         $ 95,923           $ 53,974
                                                                  ========           ========

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

4

RED GIANT ENTERTAINMENT INC.
(formerly known as Castmor Resources, Ltd.)

Statements of Operations (unaudited)

                                                  Three months           Three months
                                                     ended                  ended
                                                  November 30,           November 30,
                                                     2012                   2011
                                                 ------------           ------------
Sales                                            $    105,937           $     13,177
Cost of Sales                                          47,474                  7,138
                                                 ------------           ------------
      Gross Profit                                     58,463                  6,039
                                                 ------------           ------------
Expenses
  Advertising & marketing                                 771                    628
  Depreciation & amortization                           1,629                  1,463
  General & administrative                              2,431                    848
  Travel & entertainment                                1,523                     --
  Professional fees                                     1,200                     --
  Payroll & related expenses                           12,040                     --
  Meeting & conventions                                   726                     --
                                                 ------------           ------------
      Total Expense                                    20,320                  2,939
                                                 ------------           ------------

Net Income before taxes                                38,143                  3,100

Income taxes                                           (5,700)                    --
                                                 ------------           ------------

Net Income                                       $     32,443           $      3,100
                                                 ============           ============
Net income per share,
 basic and diluted                               $         --           $         --
                                                 ============           ============
Weighted average number of
 common shares outstanding                        434,922,000            240,000,000
                                                 ============           ============

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

5

RED GIANT ENTERTAINMENT, INC.
(formerly known as Castmor Resources, Ltd.)

Statements of Cash Flow (Unaudited)

                                                            Three months       Three months
                                                               ended              ended
                                                            November 30,       November 30,
                                                               2012               2011
                                                             --------           --------
OPERATING ACTIVITIES
  Net Income                                                 $ 32,443           $  3,100
  Adjustments to reconcile net income (loss) to net
   cash provided by operating activities:
     Depreciation & amortization                                1,629              1,463
     Inventory                                                (16,366)            (1,759)
     Prepaid expenses                                         (25,040)            (2,500)
     Accounts payable & accrued expenses                        3,806                 --
     Federal income tax payable                                 5,700                 --
                                                             --------           --------
          Net Cash Used by Operating Activities                 2,172                304
                                                             --------           --------
INVESTING ACTIVITIES
  Computer equipment purchased                                     --                 --
                                                             --------           --------
          Net Cash Used by Investing Activities                    --                 --
                                                             --------           --------
FINANCING ACTIVITIES
  Capital contributed                                              --                 --
                                                             --------           --------
          Net Cash Provided by Financing Activities                --                 --
                                                             --------           --------

Net Cash Increase for Period                                    2,172                304
Cash at Beginning of Period                                       269                 --
                                                             --------           --------

Cash at End of Period                                        $  2,441           $    304
                                                             ========           ========
Supplemental cash flow information:
  Interest paid                                              $     --           $     --
                                                             ========           ========
  Income taxes paid                                          $     --           $     --
                                                             ========           ========
Non-cash Investing and Financing Activities
  Shareholder contribution of intellectual property          $     --           $     --
                                                             ========           ========

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

6

RED GIANT ENTERTAINMENT, INC.
(formerly known as Castmor Resources, Ltd.)
Notes to the Interim Financial Statements November 30, 2012

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

Red Giant Entertainment LLC, (hereinafter "the Company") was formed in the State of Florida, U.S.A., on January 1, 2011. The Company's fiscal year end is December 31. On May 9, 2012, the Company incorporated and changed its name to Red Giant Entertainment, Inc. ("RGE") All income and expenses in these financial statements have been recharacterized for reporting purposes to be all inclusive for the corporate entity. The Company was originally a publishing company, but has expanded its operations to include mass media and graphic novel artwork development.

On June 6, 2012, Castmor Resources Ltd., a Nevada corporation entered into and completed a transaction contemplated by a Share Exchange Agreement (the "Share Exchange Agreement") with Red Giant Entertainment Inc., a Florida corporation ("RGE") and Benny Powell, who owned 100% of the issued and outstanding shares in RGE. Pursuant to the terms and conditions of the Share Exchange Agreement, Castmor issued forty million (240,000,000 post split) newly-issued restricted shares of the Company's common stock, par value $0.001 per share in exchange for all of the issued and outstanding shares of stock in RGE owned by Mr. Powell.

The exchange resulted in RGE becoming a wholly-owned subsidiary of the Company. As a result of the Share Exchange Agreement, the Company will now conduct all current operations through Red Giant Entertainment, and our principal business became the business of RGE. All share information has been restated for both the reverse merger and the forward stock split for all periods presented.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance with the generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates that have been made using careful judgment. In the opinion of management, all adjustments consisting of normal recurring adjustments, necessary for the fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosure required in the annual statements have been omitted.

Accounting Method
The Company's financial statements are prepared using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Advertising
Advertising costs are expensed as incurred. The Company expensed advertising costs of $771 and $628 for the periods ending November 30, 2012 and 2011, respectively.

Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly liquid investments and short-term debt instruments with original maturities of three months or less to be cash equivalents. As of November 30, 2012 and August 31, 2012, the Company has $2,441 and $269 of cash equivalents, respectively.

Cost of Goods Sold
Cost of goods sold includes the cost of creating services or artwork, advertising and books.

7

RED GIANT ENTERTAINMENT, INC.
(formerly known as Castmor Resources, Ltd.)
Notes to the Interim Financial Statements November 30, 2012

Earnings Per Share
The Company follows financial accounting standards, which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income available to common shareholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. There were no common stock equivalents outstanding at November 30, 2012 or 2011.

Income Taxes
The Company was a limited liability company until May 9, 2012. As an LLC, no income tax provision was made at the Company level and all taxable income and deductions were passed directly to the equity owner. The Company will be evaluating the tax ramifications of the change in entity status and the organizational changes to determine future tax issues.

The Company has adopted ASC 740, Income Taxes, which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.

Property, Plant and Equipment
Property, plant and equipment are recorded at historical cost and capitalized. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset. The Company currently has equipment being depreciated for estimated lives of three to five years. Depreciation for the three months ended November 30, 2012 and 2011 was $166 and zero, respectively.

Revenue Recognition
Revenue for the Company is recognized from three primary sources: Advertising Revenue, Publishing Sales and Creative Services. Revenue was processed through our Paypal Account and Project Wonderful accounts where applicable.

Advertising Revenue comes from the following sources and is stated at net after commissions:

* Keenspot: Revenue is earned on a net 90 basis and is based upon traffic to Red Giant property Web sites. It is calculated on a Cost Per Thousand (CPM) of verified impressions and varies based upon bids by advertisers and other customary factors. In exchange for advertising, hosting, IT, and sales management, Keenspot takes 50% commission of ad revenue for their services.
* Project Wonderful: Revenue is paid immediately and based upon bids by advertisers for a set amount of time at the prevailing highest winning rate. Project Wonderful takes a 25% commission of ad revenue for their services.

Publishing Revenue comes from the following sources:

* Kickstarter Campaigns: These are presales for books and revenue is recognized only once the books arrive and are shipped to the buyers.
* Direct Sales: Through our online store, we sell directly to clients and the transactions process through our Paypal account. All orders are shipped immediately and revenue is recognized immediately.

Creative Services are artwork, writing, advertising, and other creative endeavors we handle for outside clients. Revenue is recognized upon completion of the services and payment has been tendered.

8

RED GIANT ENTERTAINMENT, INC.
(formerly known as Castmor Resources, Ltd.)
Notes to the Interim Financial Statements November 30, 2012

Shipping and Handling for purchases are paid directly by the consumer through Paypal. The Company has not established an allowance for doubtful accounts, as all transactions are handled through Paypal directly by the consumer.

The Company's Revenue and costs are as follows:

                                                 November 30,      November 30,
                                                    2012              2011
                                                  --------          --------
Revenues:
  Creative services & advertising                 $  9,389          $  9,415
  Book sales                                        96,548             3,762
                                                  --------          --------
      Total Revenues                              $105,937          $ 13,177
                                                  ========          ========
Cost of revenues:
  Creative services & advertising                 $  5,339          $  4,499
  Book sales                                        42,135             2,639
                                                  --------          --------
                                                  $ 47,474          $  7,138
                                                  ========          ========

Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses for the reporting period. The Company reviews its estimates on an ongoing basis. The estimates were based on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. Actual results could differ from these estimates. The Company believes the judgments and estimates required in its accounting policies to be critical in the preparation of the Company's financial statements.

NOTE 3 - MANAGEMENT STATEMENT REGARDING GOING CONCERN

The Company is currently generating revenues from operations sufficient to meet its operating expenses. However, as the Company completed the first year of operation in 2011, management believes that given the current economic environment and the continuing need to strengthen our cash position, there is still doubt about the Company's ability to continue as a going concern. Management is currently pursuing various funding options, including seeking debt or equity financing, licensing opportunities, as well as a strategic or other transaction, to obtain additional funding to continue the development of, and successfully commercialize, its products. There can be no assurance that the Company will be successful in its efforts and this raises substantial doubt about the Company's future. Should the Company be unable to obtain adequate financing or generate sufficient revenue in the future, the Company's business, results of operations, liquidity and financial condition would be materially and adversely harmed, and the Company will be unable to continue as a going concern.

The Company believes that its ability to execute its business plan, and therefore continue as a going concern, is dependent upon its ability to do the following:

* obtain adequate sources of funding to fund long-term business operations;
* enter into a licensing or other relationship that allows the Company to commercialize its products;
* manage or control working capital requirements; and

9

RED GIANT ENTERTAINMENT, INC.
(formerly known as Castmor Resources, Ltd.)
Notes to the Interim Financial Statements November 30, 2012

* develop new and enhance existing relationships with product distributors and other points of distribution for the Company's products.

There can be no assurance that the Company will be successful in achieving its short- or long-term plans as set forth above, or that such plans, if consummated, will enable the Company to obtain profitable operations or continue in the long-term as a going concern.

NOTE 4 - INVENTORY

As of November 30, 2012, inventory consisted of physical copies of published books, as well as artwork that's used for digitally distributed works for advertising revenue and future publications. The inventory is valued at the cost to produce.

NOTE 5 - INTELLECTUAL PROPERTY

The Company's intellectual property consists of graphic novel artwork and was contributed by a shareholder to the Company and valued at $29,250, which was determined based on the historical costs for artists and printing. The intangible is being amortized over its identified life of five years. Amortization cost for the three months ended November 30, 2012 and 2011 was $1,463. The Company expects to amortize the remaining $18,037 over the remaining life of approximately three years at $5,850 per year.

NOTE 6 - PROVISION FOR INCOME TAXES

Income taxes are provided based upon the liability method. Under this approach, deferred income taxes are recorded to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at each year-end. A valuation allowance is recorded against deferred tax assets if management does not believe the Company has met the "more likely than not" standard imposed by accounting standards to allow recognition of such an asset.

At November 30, 2012, the Company expected no net deferred tax assets calculated at an expected rate of 34%. An estimated tax liability of $5,700, based upon an estimated tax rate of 15%, was recorded in the period. For the tax year ended December 31, 2011, the predecessor entity to Red Giant Entertainment, Inc. was a limited liability company, and as such, all tax benefits and obligations passed through the entity to its members. No provisions have been made at November 30, 2011, nor does management believe that any tax modifications would have a material effect on the financials.

Although Management believes that its estimates are reasonable, no assurance can be given that the final tax outcome of these matters will not be different than that which is reflected in our tax provisions. Ultimately, the actual tax benefits to be realized will be based upon future taxable earnings levels, which are very difficult to predict.

Accounting for Income Tax Uncertainties and Related Matters

The Company may be assessed penalties and interest related to the underpayment of income taxes. Such assessments would be treated as a provision of income tax expense on the financial statements. At November 30, 2012, the tax returns for 2011 have not been filed. No income tax expense has been realized as a result of operations and no income tax penalties and interest have been accrued related to uncertain tax positions. The Company has not filed a tax return for the new entity. These filings will be subject to a three year statute of limitations. No adjustments have been made to reduce the estimated income tax benefit at fiscal year end. Any valuations relating to these income tax provisions will comply with U.S. generally accepted accounting principles.

10

RED GIANT ENTERTAINMENT, INC.
(formerly known as Castmor Resources, Ltd.)
Notes to the Interim Financial Statements November 30, 2012

NOTE 7 - CAPITAL STOCK

The Company has 100,000,000 shares of preferred stock authorized and none have been issued.

The Company has 900,000,000 shares of common stock authorized, of which 434,922,000 shares are issued and outstanding. All shares of common stock are non-assessable and non-cumulative, with no preemptive rights.

During the eight months ended, August 31, 2012, $10,869 of contributed capital was added to additional paid in capital. For the three months ended November 30, 2012, no additional capital was contributed and no shares of new stock were issued.

In June, 2012, Castmor Resources Ltd., entered into Share Exchange Agreement (the "Share Exchange Agreement") with Red Giant Entertainment Inc., ("RGE"), and Benny Powell, who had owned 100% of the issued and outstanding shares in RGE. Pursuant to the terms and conditions of the Share Exchange Agreement, RGE exchanged 100% of the outstanding shares in RGE for forty million (240,000,000 post split) newly-issued restricted shares of the Company's common stock. Due to the recapitalization and reverse merger of Castmor Resources Ltd, an additional 32,487,000 (194,922,000 post split) shares were issued. The Company approved a 6 to 1 stock split of all shares issued in June of 2012. All share information has been restated for both the reverse merger and the forward stock split for all periods presented.

NOTE 8 - RELATED PARTIES

Benny Powell was an officer and director of both parties to the merger. See Note
1. Mr. Powell continues as the Company's sole officer and director post merger. Mr. Powell also provides rent and other services to the Company at nominal cost.

NOTE 9 - SUBSEQUENT EVENTS

Management has evaluated subsequent events through January 19, 2013. There was no event of which management was aware that occurred after the balance sheet date that would require any adjustment to, or disclosure in, the accompanying consolidated financial statements.

11

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

CRITICAL ACCOUNTING ESTIMATES

There have been no material changes in our critical accounting policies from those reported in the fiscal Annual Report on Form 10-K filed with the SEC. For more information on our critical accounting policies, see Part II, Item 7 of our fiscal 2011 Annual Report on Form 10-K. The following section provides certain information with respect to our critical accounting estimates as of the close of our most recent quarterly period.

RESULTS OF OPERATIONS

THREE MONTHS ENDED NOVEMBER 30, 2012 COMPARED TO THE THREE MONTHS ENDED NOVEMBER
30, 2011

REVENUES. During the three months ended November 30, 2012 revenues were $105,937, an increase of $92,760 or 704% from $13,177 for the three months ended November 30, 2011. The increase in revenues was a result of improvement in the overall market for our products, the continuing development of our products and penetration into our market.

COST OF SALES. During three months ended November 30, 2012, we incurred Cost of Sales of $47,474 compared to $7,138 incurred during the three months ended November 30, 2011 (an increase of $40,336 or 565%). Cost of sales increased due to increased product production to match increase in sales as well as an increase in the number of titles in development and production necessary for the creation of books to sell in forthcoming quarters.

GROSS PROFITS. Gross Profit increased from $6,039 during the three months ended November 30, 2011 to $58,463 during the three months November 30, 2012. The increase of $52,424, or 868% was largely due to higher revenues and the continued development of the market for our products.

GENERAL/ADMINISTRATIVE. During fiscal three months ended November 30, 2012, we incurred General and Administrative expenses of $20,320 compared to $2,939 incurred during the three months ended November 30, 2011 (an increase of $17,381 or 591%). General and administrative expenses include corporate overhead, financial and administrative services, marketing and professional costs. The increase was primarily due to the expenses for payroll.

INCOME. Our net income for the three months ended November 30, 2012 was a net profit of $32,443 compared to a net profit of $3,100 during the three months ended November 30 31, 2011 (an increase of $29,343 or 947%). The increase in net income is primarily attributable to the increase of sales of our products.

LIQUIDITY AND CAPITAL RESOURCE. As of November 30, 2012 we had cash or cash equivalents of $2,441, which is the only amount available to us for current expenses until such time as we are able to secure additional investment capital. The bulk of our other assets consist of inventory in the amount $27,294 and Intellectual Property (net of amortization) of $18,037, together with prepaid expenses of $45,040.

CASH FLOWS FROM OPERATING ACTIVITIES. For the three months ended November 30, 2012, we had net cash used by operating activities of $2,172 as compared to net cash used by operating activities of $304 in the three months ended November 30, 2011.

CASH FLOWS FROM INVESTING ACTIVITIES. There was no net cash used by investing activities for the three months ended November 30, 2012 as was also the case in the three months ended November 30, 2011.

CASH FLOWS FROM FINANCING ACTIVITIES. For the three months ended November 30, 2012, we had no net cash provided by financing activities as was also the case in the three months ended November 30, 2011.

12

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a "smaller reporting company" as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by the Company's management, who also serves as the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act")) as of November 30, 2012. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.

Based on the evaluation, our Chief Executive Officer/Chief Financial Officer concluded disclosure controls and procedures were not effective as of November 30, 2012.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) and Rule 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company's principal executive and principal financial officers, or persons performing similar functions, and effected by the Company's Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company's internal control over financial reporting includes those policies and procedures that:

* pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;
* provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
* provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of November 30, 2012. In making this assessment, it used the criteria set forth in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). While this assessment is not formally documented, management concluded that, as of November 30, 2012, the Company's internal control over financial reporting is not effective based on those criteria.

Because of its inherent limitations, however, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a control deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified are disclosed below.

13

* The Company does not have an audit committee or any other governing body to oversee management.
* Documentation of proper accounting procedures is not present and fundamental elements of an effective control environment were not present as of November 30, 2012, including formalized monitoring procedures.
* We presently have only one officer and no employees. In as much as there is no segregation of duties within the Company, there is no management oversight, no one to review control documentation and no control documentation is being produced at this time.

This Quarterly Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting, as management's report was not subject to attestation by our registered public accounting firm pursuant the permanent exemption of the SEC that require us to provide only management's report in this Quarterly Report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

Due to the change in control of the registrant in the prior fiscal year, there have been changes in our internal control over financial reporting that occurred during the quarter ended November 30, 2012 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. We are currently evaluating those changes.

PART II
OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are not currently a party to, nor are any of our property currently the subject of, any material legal proceeding. None of the Company's directors, officers or affiliates is involved in a proceeding adverse to our business or has a material interest adverse to our business.

In the ordinary course of business, we may be from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters could have a material adverse effect upon our financial condition and/or results of operations.

ITEM 1A. RISK FACTORS

We are a "smaller reporting company" as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provided the information required under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None

14

ITEM 6. EXHIBITS

Exhibit No.                        Description
-----------                        -----------

  31.1         Certification  by Principal  Executive  Officer  pursuant to Rule
               13a-14(a)/15d-14(a),  as adopted  pursuant  to Section 302 of the
               Sarbanes-Oxley Act of 2002.

  31.2         Certification  by  Principal   Financial  and  Accounting  Oficer
               pursuant  to Rule  13a-14(a)/15d-14(a),  as adopted  pursuant  to
               Section 302 of the Sarbanes-Oxley Act of 2002.

  32.1         Certification  by  Principal  Executive  Officer  pursuant  to 18
               U.S.C.  Section 1350,  as adopted  pursuant to Section 302 of the
               Sarbanes-Oxley Act of 2002.

  32.2         Certification  by  Principal  Financial  and  Accounting  Officer
               pursuant  to 18 U.S.C.  Section  1350,  as  adopted  pursuant  to
               Section 302 of the Sarbanes-Oxley Act of 2002.

  101         The following  materials  from the Company's  Quarterly  Report on
              Form 10-Q for the three months ended  November 30, 2012  formatted
              in  Extensible   Business   Reporting  Language  (XBRL):  (i)  the
              Condensed   Consolidated   Balance  Sheets,   (ii)  the  Condensed
              Consolidated   Statements  of  Operations,   (iii)  the  Condensed
              Consolidated Statements of Cash Flows and (iv) related Notes.

15

SIGNATURE

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

RED GIANT ENTERTAINMENT, INC.

Date: January 22, 2013

                                          /s/ Benny Powell
                                          ------------------------------------
                                      By: Benny Powell
                                          Chief Executive Officer &
                                          Principal Executive Officer

16

EXHIBIT 31.1 - CEO 302 CERTIFICATION
RED GIANT ENTERTAINMENT, INC. CERTIFICATION FOR QUARTERLY REPORT ON FORM 10-Q

I, Benny Powell, certify that:

* I have reviewed this Quarterly Report on Form 10-Q of Red Giant Entertainment, Inc. for the three months ended November 30, 2012;

* Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

* Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

* The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

* Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including our consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
* Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
* Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
* Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

* The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

* All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
* Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: January 22, 2013                     /s/ Benny Powell
                                           -------------------------------------
                                           Benny Powell
                                           Chief Executive Officer and Principal
                                           Executive Officer


EXHIBIT 31.2 - CFO 302 CERTIFICATION
RED GIANT ENTERTAINMENT, INC. CERTIFICATION FOR QUARTERLY REPORT ON FORM 10-Q

I, Benny Powell, certify that:

* I have reviewed this Quarterly Report on Form 10-Q of Red Giant Entertainment, Inc. for the three months ended November 30, 2012;

* Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

* Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

* The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

* Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including our consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
* Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
* Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
* Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

* The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

* All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
* Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: January 22, 2013                     /s/ Benny Powell
                                           -------------------------------------
                                           Benny Powell
                                           Chief Financial Officer and Principal
                                           Financial and Accounting Officer


EXHIBIT 32.1 - CEO 906 CERTIFICATION CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Red Giant Entertainment, Inc. (the "Company") on Form 10-Q for the three months ended November 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report") I, Benny Powell, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: January 22, 2013                     /s/ Benny Powell
                                           -------------------------------------
                                           Benny Powell
                                           Chief Executive Officer and Principal
                                           Executive Officer


EXHIBIT 32.2 - CFO 906 CERTIFICATION
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Red Giant Entertainments, Inc. (the "Company") on Form 10-Q for the three months ended November 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report") I, Benny Powell, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: January 22, 2013                     /s/ Benny Powell
                                           -------------------------------------
                                           Benny Powell
                                           Chief Financial Officer and Principal
                                           Financial and Accounting Officer