SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A
(Amendment No. 5)

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

November 20, 2013 (June 6, 2012)
Date of Report (Date of Earliest Event Reported)

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

           Nevada                      001-34039                 98-0471928
(State or other jurisdiction          (Commission             (I.R.S. Employer
      of incorporation)               File Number)           Identification No.)

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

866.926.6427
(Registrant's telephone number, including area code)

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))


EXPLANATORY NOTE

References throughout this Amended Current Report on Form 8-K to "we," "our," "us," "the Company," "the Registrant," "Red Giant," and similar terms refer to Red Giant Entertainment, Inc., formerly Castmor Resources Ltd (and sometimes "Castmor," Castmor has changed its name to Red Giant) and its subsidiary, unless otherwise expressly stated or the context otherwise requires. This Current Report contains summaries of the material terms of the agreements executed in connection with the transactions described herein. The summaries of these agreements are subject to, and qualified in their entirety by, reference to those agreements.

On June 18, 2012, we filed a Current Report on Form 8-K (the "Current Report") to report that we completed the transactions contemplated by a Share Exchange Agreement of June 6, 2012, by and among then Castmor and Benny Powell, the sole shareholder of Red Giant Entertainment Inc., a Florida corporation ("RGE"). We acquired all of the issued and outstanding shares of RGE in exchange for the issuance in the aggregate of 40,000,000 shares of our common stock. As a result of the Share Exchange Agreement, RGE became a wholly-owned subsidiary of then Castmor.

We filed an Amendment Numbers 1, 2, 3 and 4 to the Current Report on November 6, 2012, April 12, 2013, September 20, 2013 and October 31, 2013, respectively, in response to comments received from the staff (the "Staff") of the Securities and Exchange Commission. This Amendment Number 5 to the Current Report is intended to respond to further comments received from the Staff. In addition, we may be required to file additional reports to include certain disclosures on an additional Form 8-K.

The financial statements supplied for this Amendment Number 5 to the Current Report on Form 8-K/A are for the fiscal year ended December 31, 2011 and for the five month period ended May 31, 2012. We believe that the comments to each of these financial statements referred to in the October 17, 2013 and November 13, 2013 comment letter from the Staff have been considered and that Exhibit 10.2 has been revised accordingly with approval from the auditors. The financial statements do not reflect events that may have occurred subsequent to the original date of filing and do not modify or update any filings made with the Securities and Exchange Commission after June 18, 2012.

Status as a Shell

Prior to the time of closing the Share Exchange Agreement, we were in the development stage and had nominal operations and limited assets, which made us a "shell company" as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended ("Exchange Act"). We were not a "blank check company" as defined by Rule 419 of the Securities Act of 1933, as amended ("Securities Act").

Amendment to Form 8-K

This Amendment to the Current Report on Form 8-K filed on June 18, 2012 is to provide disclosures that are required when an issuer, like us, (i) reports a reverse merger and similar transactions and ceases to be a shell company and
(ii) to address comments from the staff of the Securities and Exchange Commission.

This Amendment to the Current Report on Form 8-K filed on June 18, 2012 speaks as of the filing date of said Current Report and does not reflect events that may have occurred subsequent to the filing of that report, unless specifically referring to a later date.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Amended Current Report on Form 8-K contains forward-looking statements. All statements other than statements of historical fact are "forward-looking statements." Any statements that are not statements of historical fact (including but not limited to statements containing the words "may," "believes," "plans," "anticipates," "expects," "look forward," "estimates" and similar expressions) should be considered to be forward-looking statements. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors including, among others, competition, market demand, technological change, strategic relationships and general economic conditions. We do not assume any obligation to update any forward-looking statements.

ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

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 (sometimes "Powell"), who owned 100% of the issued and outstanding shares in RGE. Pursuant to the terms and conditions of the Share Exchange Agreement, then Castmor issued forty million (40,000,000) 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 Powell.

The exchange resulted in RGE becoming a wholly-owned subsidiary of Castmor. As a result of the Share Exchange Agreement (and the name change), we will now conduct all current operations through RGE and we conduct our business under the name of Red Giant Entertainment, Inc.

RGE is an intellectual property (IP) development company for the comic book industry and other related multiple media platforms that are delivered in printed material or distributed over the internet.

RGE believes that the digital distribution of content provides us with the opportunity to (i) reach a wider and more diverse audience for original stories and for the creation of modern myths; (ii) give customers an interactive entertainment experience; and (iii) develop a platform for advertising and merchandise.

See Item 5.01 - Changes in Control of Registrant.

ITEM 2.01 - COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

On June 11, 2012, Castmor Resources Ltd., a Nevada corporation completed a transaction contemplated by a Share Exchange Agreement with RGE and Powell who owned, prior to the closing, 100% of the issued and outstanding shares in RGE. Pursuant to the terms and conditions of the Share Exchange Agreement, Red Giant issued forty million (40,000,000) 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 Powell.

For accounting and operational purposes, this acquisition was a recapitalization conducted as a reverse acquisition of Castmor with RGE being regarded as the acquirer. Consistent with reverse acquisition accounting, all of the assets, liabilities and accumulated earning (deficit) of RGE are retained on our financial statements as the accounting acquirer.

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The information required by Item 2.01(f), not otherwise contained herein, is disclosed in Item 5.06 below. The acquisition was accounted for as a recapitalization effected by the issuance of restricted common stock pursuant to a Share Exchange Agreement.

See Item 1.01 - Entry Into a Material Definitive Agreement, Item 3.02 -Unregistered Sales of Equity Securities, and Item 5.01 - Changes in Control of Registrant, which are incorporated herein by reference.

ITEM 2.02 - RESULTS OF OPERATIONS AND FINANCIAL CONDITION

CORPORATE HISTORY

Castmor Resources Ltd. was incorporated in the State of Nevada on June 27, 2005. We had been in the exploration stage since formation and had not realized any revenues from operations. We were primarily engaged in the acquisition and exploration of mining properties. Upon location of a commercially minable reserve, we expected to actively prepare the site for extraction and enter a development stage. In 2005, we acquired mineral interests in two non-contiguous properties located along southeastern coastal Labrador, approximately 13 kilometers northeast of the community of Charlottetown, Labrador, Canada. In 2009, our interests in these mineral properties were forfeited. On September 20, 2010, we reacquired these interests in the mineral properties. Thereafter, on October 4, 2011, our interests in the mineral properties were again forfeited.

Since we had minimal operations, we were considered a "shell company" as that term is defined under Rule 405 of the Securities Exchange Act of 1934, as amended (sometimes "1934 Act"). Although it was our initial intention to be a mineral exploration company, due to the lack of revenues and adequate financing, we abandoned our business plan and began seeking out potential acquisitions, joint ventures and/or strategic relationships.

On June 6, 2012 we entered into and completed the Share Exchange Agreement with Powell to acquire RGE. Pursuant to the terms and conditions of the Share Exchange Agreement, (i) RGE exchanged 100% of the issued and outstanding shares in RGE for forty million (40,000,000) newly-issued restricted shares of the Company's common stock and, resulting in the acquisition of RGE by the Company.

ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES

Effective as of June 6, 2012, pursuant to the terms of the Share Exchange Agreement described in Items 1.01, 2.01 and 5.01, we issued 40,000,000 shares of our common stock to Powell, the sole shareholder of RGE, in exchange for all of the issued and outstanding capital stock of RGE.

The shares of common stock issued under the Share Exchange Agreement were not registered under the Securities Act and bear restrictive legends that reflect this status. The securities were issued in a private placement in reliance on the exemption from registration provided by Section 4(2) of the Securities Act. We did not engage in any general solicitation or advertisement for the issuance of these securities.

In connection with this issuance, Powell represented that the securities that he was acquiring cannot be resold except pursuant to an effective registration under the Securities Act or in reliance on an exemption from the registration requirements of the Securities Act, and that the certificates representing such securities bear a restrictive legend to that effect and he intends to acquire the securities for investment only and not with a view to the resale thereof.

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ITEM 4.01 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

We have had no disagreements with our accountants on accounting and financial disclosures.

ITEM 5.01 - CHANGE IN CONTROL OF REGISTRANT

On April 16, 2012, we received the resignation of John Allen as the Company's President, Secretary, and Treasurer. Concurrently on April 16, 2012, our Board of Directors elected Powell to fill a vacancy on the Board of Directors and he was also appointed President, Secretary and Treasurer. Thereafter, John Allen resigned leaving Powell as the sole director of Red Giant.

We know of no arrangements which may result in a change in control of Red Giant. No officer, director, promoter, or affiliate of Red Giant has, or proposes to have, any direct or indirect material interest in any asset proposed to be acquired by us through security holdings, contracts, options, or otherwise.

The information required by Item 5.01(a)(8), not otherwise contained herein, is disclosed in Item 5.06 below.

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

On April 16, 2012, we received the resignation of John Allen as the Company's President, Secretary, and Treasurer. Concurrently on April 16, 2012, our Board of Directors elected Powell to fill a vacancy on the Board of Directors and he was also appointed President, Secretary and Treasurer. Thereafter, John Allen resigned leaving Powell as the sole director of Red Giant.

Our sole officer and director may be deemed a parent and promoter of Red Giant as those terms is defined by the Securities Act.

Our by-laws provide that all directors hold office until the next annual stockholders' meeting or until their death, resignation, retirement, removal, disqualification, or until their successors have been elected and qualified. Our officers serve at the will of the Board of Directors.

There are no agreements or understandings for any officer or director of the Company to resign at the request of another person and none of the officers or directors is acting on behalf of or will act at the direction of any other person.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Powell is the only director, executive officer and control person.

The following table presents information about the beneficial ownership of our common stock on June 6, 2012, held by our founder, director and executive officer and by those persons known to beneficially own more than 5% of our

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capital stock. The percentage of beneficial ownership for the following table is based on 72,487,000 shares of common stock outstanding as of June 6, 2012.

                         Name and Address of                                 Amount of Shares      Percent
Title of Class      Beneficial Owner of Shares (1)          Position           Held by Owner       of Class
--------------      ------------------------------          --------           -------------       --------
Common, $0.001         Benny Powell                    Director/Pres./CEO        40,000,000           55%
par value

                       All Executive Officers,
                       Directors as a Group                                      40,000,000           55%

Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and does not necessarily indicate beneficial ownership for any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has sole or shared voting or investment power.

Powell, our sole director and executive officer, currently receives no compensation for his services as a director. We contemplate Powell being paid a monthly salary as our executive officer of $5,000 per month.

We have not adopted any retirement, pension, profit sharing, stock option or insurance programs or other similar programs for the benefit of our current director and officer or for any future director and officer or future employees.

Powell has sole investment power and sole voting power over the shares of common stock that he owns.

The sole remaining director may fill vacancies on the Board of Directors. The members of our board of directors serve for one year terms and are elected at the next annual meeting of stockholders, or until their successors have been elected. The officers serve at the pleasure of the board of directors.

ITEM 5.06 - CHANGE IN SHELL COMPANY STATUS

We are providing below the additional information to that reported above that would have been included in a Form 10 as if were to file a Form 10. Please note that the information provided below relates to the current operations acquired through the closing of the Share Exchange Agreement referred to in Item 1.01 and Item 2.01 above.

OVERVIEW

Red Giant Entertainment is an intellectual property development company that intends to develop content for itself and for use on the internet and on various multiple media platforms. Our corporate website is www.redgiantentertainment.com. The contents of our corporate website are not made a part of this filing and should be considered to be a website under development.

As of May 31, 2012, RGE's intellectual properties consisted of internally developed graphic novel artwork originally contributed by Powell for equity interests in RGE's predecessor entity and which was valued as of May 31, 2012, after amortization, at $20,962 (see Note 5 to Exhibit 10.3). As of May 31, 2012, we generated revenues through advertising, publishing sales and creative services, with the bulk of our revenues historically coming from paid book sales. See "Management's Discussion and Analysis of Financial Condition and

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Results of Operation." As discussed below, however, paid book sales are not expected to be the focus of our operations.

As of June 18, 2012, we have operated on the basis of revenues generated rather than on investor capital. We may need to incur debt or raise additional equity capital, however, to carry on operations past September 30, 2012. See Management's Discussion and Analysis of Financial Condition and Results of Operations.

We believe that the digital distribution of content provides us with the opportunity to (i) reach a wider and more diverse audience for original stories and for the creation of modern myths; (ii) give customers an interactive entertainment experience; and (iii) develop a platform for advertising and merchandise.

Our properties, comic book style, are intended to be developed for both the comic book market and also used in other media such as movies, video games, television, novels, toys, apparel, telephone wireless applications. As of June 18, 2012, we have produced the following properties in "Webcomic" form on the Internet through our Keenspot sites and share the advertising revenues associated therewith (see "Electronic Book Distribution" below): Buzzboy(TM), Shockwave(TM), Supernovas(TM), Exposure(TM), Wayward Sons: Legends(TM). We are also developing further properties for publication in Webcomic form. While our titles are currently geared toward the young-adult market, we expect our lineup of titles to eventually include titles geared to all ages. The contents of our Keenspot sites are not incorporated into this filing. We intend to eventually publish our properties in print comic book form through our agreement with Active Media Publishing, LLC ("Active Media"), an entity controlled by our President and CEO, Benny Powell.

We intend to license the right to manufacture movies, video games, television, novels, toys, apparel, and telephone wireless applications based on our properties to third parties. We also may license to third parties the right to produce these properties and concepts we develop in Webcomic or print form. We anticipate receiving royalties on any production of our properties in any form by licensees. We have not reached any final agreement with any licensees, however, and there can be no guarantee that we will be able to license our properties for any specific product-type on favorable terms, if at all.

We anticipate to continue offering our Webcomics and print comic books (our "titles") at no charge and obtaining revenues from advertising rather than from sales of our titles, but may offer certain titles on a subscription basis on the Internet or in print form for sales as comic books, collected volumes, digest editions, and seasonal specials, as well as offer specialty books such as coloring books and children's activity books. The price points for these products will vary considerably based on page count and other factors such as type of cover and binding.

Prior to February 2012, we had sold print books through Diamond Comic Distributors, Inc. ("DCD") under DCD's standard terms. While we retain the ability to distribute through DCD under DCD's standard terms, however, we did not have any third-party print distribution of our products or any paid subscription services on the Internet as of June 18, 2012. We instead have sold our print books directly through our websites or at conventions at prices ranging from $14.95 to $49.95.

In addition to our existing advertising revenue sharing with Keenspot, we anticipate generate advertising revenues through any new products published in Webcomic form on our Keenspot sites and through advertising on our corporate website through ProjectWonderful.com ("Project Wonderful"). We also intend to sell and offer advertising space in our print comic books as discussed below under "Mass Market Book Distribution." Other than our agreement with Keenspot

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and our acceptance of Project Wonderful's standard terms of service, however, we have not entered into any other agreement related to advertising and there is no assurance that other companies will want to advertise in our titles on favorable terms, if at all. As of June 18, 2013, we have not sold our advertising for set rates; rather, the rates paid for advertising are based upon bids by advertisers. See "Revenue Recognition" in Note 1 to Exhibit 10.3 hereto.

As of June 18, 2012, we have not established a timeline to reflect the anticipated plan of operations and we have not established any anticipated operational milestones. Other than our agreements with Active Media and Keenspot, we have not entered into any definitive agreements for the printing or distribution of our titles. We may sell our titles through our corporate website, Keenspot websites, or through book retailers.

CREATIVE AND PRODUCTION PROCESS

Red Giant intends to retain freelance artists and writers who generally are paid on a per-page basis. We intend to enter into work-for-hire agreements with such writers under which all intellectual property created will be owned solely or jointly by us. The artists and writers will also be able to be eligible to receive incentives or royalties based on the number of copies sold (net of returns) of the comics books in which their work appears. The rates of payment for these artists and writers vary widely depending on the artist or writer and on the work required. We have not entered into agreements with any artists and writers, and there is no guarantee that we will be able to enter into these agreements on favorable terms, if at all.

The creative process begins with the development of a story line by Powell. From the established story line, Powell or the writer develops a character's actions and motivations into a plot. After a writer has developed the plot, a pencil artist translates it into an action-filled pictorial sequence of events.

The penciled story is returned to the writer who adds dialogue, indicating where the balloons and captions should be placed. The completed dialogue and artwork are forwarded to a letterer who letters the dialogue and captions in the balloons. Next, an inker enhances the pencil artist's work in order to make the drawing appear three dimensional.

The artwork is then sent to a coloring artist. Typically using only four colors in varying shades, the coloring artist uses overlays to create over 100 different tones. This artwork is subcontracted to a color separator who produces separations and sends the finished material to the printer for electronic or physical distribution.

PRODUCTS AND SERVICES

We intend to initially engage in three areas of distribution. Our goal and objective is to engage initially in licensing, and thereafter, in direct production to the mass market retail book reader, to those who collect books and to those who read using the internet as a source of product. We further believe that our properties can be adapted for video games and application entertainment.

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MASS MARKET BOOK DISTRIBUTION

The "Mass Market Book" line is intended to consist of four main monthly titles with a fifth quarterly title that is intended to fill out the calendar to insure a full 52 week schedule. Each book's format is intended to be 64 pages in total, plus 4-page cover.

As of June 18, 2012, each Mass Market book is intended to consist of 32 pages of issue content, two to four pages for editorial content and up to 30 pages interior and three "premium" cover pages (inside front, inside back and back cover) for advertising. The "Center Spread" is intended also to be a premium spot and is intended to be reserved for advertisements. We intend to use the saddle stich binding typically used for individual comic book issues for our Mass Market line.

Our Mass Market line is expected to be offered at no charge with revenue obtained from selling advertising space. We expect to distribute our Mass Market line through a third-party distributor to book retailers, specialty shops and comic book shops. By doing this, we expect to build consumer recognition and demand through the free offering of the Mass Market line that we anticipate will allow us to collect issues of our more popular titles into our Collected Book line for sale, either directly or through a third-party distributor.

COLLECTED BOOK DISTRIBUTION

The "Collected" line is intended to consist of four to five issues previously released as part of our monthly Mass Market Book line, bundled together with extra material to create what is called a "graphic novel" for that individual comic title. These are intended be sold through regular comic book and book store markets as well as direct to consumers through an online store. Our Collected line may be either in either soft or hardcover and will be sold at price points varying based on page count and other factors such as cover and binding.

ELECTRONIC BOOK DISTRIBUTION

We believe that the electronic book distribution market is in its infancy and we intend to attempt to enter into this market. We have been operating under an agreement with Keenspot Entertainment ("Keenspot") as filed herewith as Exhibit 10.4 for Keenspot to host the internet web versions of our various projects as well as handle the digital application and mobile media distribution channels as well. Under this agreement, Keenspot has the exclusive right to publish comic book pages from our property on the Internet. Keenspot.com currently has comic properties which include a network of more than four dozen Keenspot-exclusive web comic sites, in addition to the user-generated comics site ComicGenesis.com, which hosts over 10,000 independent web comics. According to Google Analytics data, Keenspot sites in aggregate have over 2 million unique visitors monthly. Keenspot also produces animated shorts under the Keentoons label which are distributed internationally by ThunderSquid to mobile phone carriers worldwide including Verizon V-CAST (U.S.) and O2 (U.K.).

While our strategic partnership with Keenspot has generated unique viewers to our Keenspot sites, and we expect this to help us increase our revenues, there is no guarantee our Keenspot sites will continue to generate unique viewers or material increase our revenues, if our revenues increase at all.

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ADVERTISING

We generate advertising revenues through our Keenspot websites and share 50% of such revenues with Keenspot in exchange for Keenspot's advertising, hosting, IT, and sales management services.

We also generate revenues by selling advertising on our corporate website through Project Wonderful and share 25% of such revenues with Project Wonderful for its services.

The rates paid for advertising are based upon bids by advertisers. See "Revenue Recognition" in Note 1 to Exhibit 10.3 hereto.

PRODUCTION

We intend to have three stages of production. First is the creative phase of our comics into electronic, printable files. Second is the printing phase where these electronic files are turned into paper periodicals. Third, there is a digital phase that converts the files into electronic media suitable for dissemination as applications or Web content. Other than the creative phase, we intend to enter into contracts with unrelated third parties for each of the stages of production.

COMPETITION

The comic book and the related intellectual development industries are highly competitive with little or no barriers to entry. We compete with publishers and creative individuals.

Most of our competitors are part of integrated entertainment companies and all have greater resources than we do. We also face competition from other entertainment media, such as movies and video games, but believe that we benefit from the low price of comic books, sports and entertainment trading cards and children's activity sticker collections in relation to such other products.

The market for digital distribution of content and products and related Internet services and products is intensely competitive. Since there are no substantial barriers to entry, we expect competition in these markets to intensify. We believe that the principal competitive factors in these markets are name recognition, performance, ease of use and functionality. Our existing competitors, as well as a number of potential new competitors, may have longer operating histories in the digital distribution market, greater name recognition, larger customer bases and databases and significantly greater financial, technical and marketing resources. Such competitors may be able to undertake more extensive marketing campaigns and make more attractive offers to potential employees. Further, there can be no assurance that our competitors will not develop services and products that are equal or superior to our or that achieve greater market acceptance than our offerings in the area of name recognition, performance, ease of use and functionality. There can be no assurance that we will be able to compete successfully against our current or future competitors or that competition will not have a material adverse effect on our business, results of operations and financial condition.

PATENT, TRADEMARK, LICENSE & FRANCHISE RESTRICTIONS AND CONTRACTUAL OBLIGATIONS & CONCESSIONS

There are inherent risk factors and circumstances associated with the development of intellectual properties and we plan to obtain protection on with applicable patents and trademarks. We intend to protect our intellectual

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properties from license infringements or violations. RGE has not entered into any licenses or franchise agreements or other contracts that have given, or could give rise to obligations or concessions.

Our success depends in part upon our protection of our intellectual properties. We will principally rely upon copyright and contract law to protect our proprietary properties. There can be no assurance that the steps taken will be adequate to prevent misappropriation of our intellectual properties.

EMPLOYEES

Red Giant's only employee at the present time is Powell, our Chief Executive Officer, President, Secretary, Chief Financial Officer and sole director since June 11, 2012. Powell was the founder of Red Giant Entertainment (acquired by the Company on June 11, 2012) and served as its Chief Executive Officer from formation in January 2011 to its acquisition by the Company. He also founded and has served as Chief Executive Officer of Active Media from 2003 to present. See "Certain Relationship and Related Transactions." As of June 18, 2012, Mr. Powell has spent substantially all of his time on us.

We have no intention of hiring further employees until the business has been successfully launched and we have sufficient, reliable revenue flowing into RGE from either sales or licensing operations. We do not expect to hire any other employees until March 2013. We do not have an employment agreement with Powell.

FACILITIES

We are operating from rented office space located at 614 East Highway 50, Suite 235 Clermont, Florida 34711 at the rate of $300 per month. We will continue to use this space for our executive offices for the foreseeable future. We anticipate entering into a month to month rental agreement for added space in January 2013 or earlier if we obtain a positive cash flow from operations.

COMMON STOCK (AND PREFERRED STOCK)

Our Articles of Incorporation authorize the issuance of 900,000,000 shares of common stock with $.0001 par value (and 100,000,000 shares of preferred stock, without par value). No shares of preferred stock have been issued. Each record holder of common stock is entitled to one vote for each share held in all matters properly submitted to the shareholders for their vote. Cumulative voting for the election of directors is not permitted.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Except for acts or omissions which involve intentional misconduct, fraud or known violation of law or for the payment of dividends in violation of Nevada Revised Statutes, there shall be no personal liability of a director or officer to the Company, or its stockholders for damages for breach of fiduciary duty as a director or officer. The Company may indemnify any person for expenses incurred, including attorney's fees, in connection with their good faith acts if they reasonably believe such acts are in and not opposed to the best interests of the Company and for acts for which the person had no reason to believe his or her conduct was unlawful. The Company may indemnify the officers and directors for expenses incurred in defending a civil or criminal action, suit or proceeding as they are incurred in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of

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the director or officer to repay the amount of such expenses if it is ultimately determined by a court of competent jurisdiction in which the action or suit is brought determined that such person is fairly and reasonably entitled to indemnification for such expenses which the court deems proper.

Insofar as indemnification for liabilities arising under the 1933 Act may be permitted to officers, directors or persons controlling the Company pursuant to the foregoing, the Company has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

We have been informed that the Commission will not issue "no action" letters relating to the resale of securities, i.e., a person who has acquired shares of stock in a 4(2) transaction, or either, under the Securities Act and who offers and sells the restricted securities without complying with Rule 144 is to be put on notice by the Securities and Exchange Commission that in view of the broad remedial purposes of the Securities Act and the public policy which strongly supports registration under said act, that those individuals will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales, and that such persons and the brokers of other person who participate in the transaction do so at their own risk. We have also been informed that any indemnification for liabilities arising from such a transaction may also be against public policy as expressed in the Securities Act and is therefore unenforceable.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our financial statements and the notes thereto appearing in Item 9.01.

RESULTS OF OPERATION

For accounting and operational purposes, our acquisition of RGE was a recapitalization conducted as a reverse acquisition of Castmor with RGE being regarded as the acquirer, and we regard RGE's inception of January 1, 2011 as our inception.

During the fiscal year ended December 31, 2011, sales were $53,286 under a cost of sales of $27,563, resulting in gross profit of $25,723.

For the five month period ended May 31, 2012 and 2011, we had:

* sales of $38,686 and $13,429, respectively;
* cost of sales of $23,335 and $4,222, respectively; and
* gross profit of $15,351 and $9,207, respectively.

For the five month periods ended May 31, 2012 and 2011, we incurred $5,195 and $5,066 in operating expenses, respectively. The slight increase is attributable to offsetting increases and decreases in professional fees, advertising, and communications.

Our cash in the bank at May 31, 2012 was $705. Net cash provided by financing activities during the five months ended May 31, 2012 and 2011 was $10,869 and $1,426 from cash contributed by Powell for equity interests in RGE's predecessor entity.

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Net cash used in operating activities during the five months ended May 31, 2012 and 2011 was $10,261 and $1,426, retrospectively. The increase was due to increases in operational activities. For the five months ended May 31, 2012 and, 2011, we reported net income of $10,156 and $4,141, respectively. Our material financial obligations for the future will include our public reporting expenses, transfer agent fees, bank fees, and other recurring fees, combined with any additional operating expense related to our new business.

In its report on our December 31, 2011 audited financial statements, our auditors expressed an opinion that there is substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. We are a newly formed entity and have had revenues of only $91,972 since inception in the form of $12,658 in advertising revenue, $53,938 in publishing sales and $25,376 in creative services (i.e., artwork, writing, advertising, and other creative endeavors we handle for outside clients). Each of our three primary revenue sources are more fully discussed under the subheading "Revenue Recognition" in the respective Note 1 to Exhibit 10.2 and 10.3 hereto. Our continuation as a going concern is dependent upon including our ability to raise additional capital and to generate positive cash flows. As disclosed above under "Overview" and "Products and Services," paid book sales are not expected to be the focus of our operations. Instead, we intend to (i) license the right to manufacture products based on our properties to third parties; (ii) offer our titles at no charge and obtain revenues from advertising; and (iii) may offer certain titles on a subscription basis on the Internet or in print form for prices yet to be determined.

During the next twelve months, we plan to consider seeking financing opportunities if needed to commence a growth plan that will include the execution of our business plan, which financing opportunities may, but need not, include selling additional equity in the form of common stock. As of June 18, 2012, however, we had not yet decided on any specific plans to raise additional funds and had not calculated the amount of funds necessary to accomplish our business goals as we intended to fund our operations through our revenues.

LIQUIDITY AND CAPITAL RESOURCES

As of May 31, 2012, we had cash or cash equivalents of $705 which is the only amount available to us for current expenses until such time as we are able to secure additional investment capital. Our recent rate of use of cash in our operations over the last nine months has been approximately $0 per month. Unless we incur debt or raise additional equity capital we may not have sufficient capital to carry on operations past September 30, 2012. Our long term capital requirements and the adequacy of our available funds will depend on many factors, including the eventual reporting company costs, and operating expenses, among others. If we are unable to raise additional capital, generate sufficient revenue, receive loans from the officers on an as needed basis, or enter into a merger or acquisition transaction, we may have to curtail or cease our operations.

Net cash provided by investing activities for the period from inception, through May 31, 2012, was $0.

Liquidity is a measure of a company's ability to meet potential cash requirements. In the future, we anticipate we may be able to provide the necessary liquidity we need by the revenues generated from the sales of one or more of our mineral properties or entering into a Joint Venture with an unrelated third party. If we do not generate sufficient sales revenues we may finance our operations through equity and/or debt financings.

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SATISFACTION OF FUTURE OBLIGATIONS

A critical component of our operating plan impacting our continued existence is the ability to obtain additional capital through additional equity and/or debt financing. We do not anticipate enough positive internal operating cash flow until such time as we can generate substantial revenues, which may take the several months or years to fully realize. In the event we cannot obtain the necessary capital to pursue our strategic plan, we may have to cease or significantly curtail our operations. This would materially impact our ability to continue operations.

Since inception, we have financed cash flow requirements through issuance of common stock for cash and services. As we expand operational activities, we may experience net negative cash flows from operations, pending receipt of sales or development fees, and may be required to obtain additional financing to fund operations through common stock offerings and debt borrowings to the extent necessary to provide working capital.

Over the next twelve months we may seek additional capital in the future to fund growth and expansion through additional equity or debt financing or credit facilities. No assurance can be made that such financing would be available, and if available it may take either the form of debt or equity. In either case, the financing could have a negative impact on our financial condition and our stockholders.

We anticipate incurring operating losses over the next six months or more. Our lack of operating history makes predictions of future operating results difficult to ascertain. Risks include, but are not limited to, an evolving and unpredictable business model and the management of growth. To address these risks we must, among other things, implement and successfully execute our business and marketing strategy, respond to competitive developments, an attract, retain and motivate qualified personnel.

There can be no assurance that we will be successful in addressing such risks, and the failure to do so can have a material adverse effect on our business prospects, financial condition and results of operations.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

This discussion and analysis of our financial condition and results of operations are based on our financial statements that have been prepared under accounting principles generally accepted in the United States of America. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could materially differ from those estimates. All significant accounting policies have been disclosed in Note 2 to the financial statements for the years ended December 31, 2011. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates, and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any.

We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the portrayal

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of our financial condition and results of operations and require management's difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management's current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements:

Our critical accounting policies are summarized below:

GOING CONCERN

The financial statements included in our filings have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of our Company as a going concern. Management may use borrowings and security sales to mitigate the effects of its cash position; however, no assurance can be given that debt or equity financing, if and when required, will be available. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should we be unable to continue existence.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 during the reporting period. Actual results could differ from those estimates.

INTANGIBLE ASSETS

The Company's intellectual property consists of graphic novel artwork and was contributed by a shareholder to the Company. The intangible is being amortized over its life of five years.

REVENUE RECOGNITION

The Company follows the guidance of paragraph 605-10-S99-1 of the FAS Accounting Standards Codification for Revenue Recognition. The Company recognizes revenue when it is realized or realizable and earned. The Company considers revenue realized or realizable and earned when all of the following criteria are met:
(i) persuasive evidence of an arrangement exists, (ii) the product has been shipped or the services have been rendered to the customer, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET RISKS

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

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INCOME TAXES

The Company recognizes a liability or asset for deferred tax consequences of all temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years when the reported amounts of the assets and liabilities are recovered or settled. Deferred tax items mainly relate to net operating loss carry forwards and accrued expenses. These deferred tax assets or liabilities are measured using the enacted tax rates that will be in effect when the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reviewed periodically for recoverability, and valuation allowances are provided when it is more likely than not that some or all of the deferred tax assets may not be realized.

EARNINGS (LOSS) PER SHARE

The Company computes net loss per share and requires presentation of both basic and diluted earnings per share, EPS, on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. Because the Company does not have any potentially dilutive securities only basic loss per share is presented in the accompanying financial statements

RECENTLY ANNOUNCED PRONOUNCEMENTS

Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

In June 2011, the FASB issued authoritative guidance requiring entities to present net income and other comprehensive income (OCI) in one continuous statement or two separate, but consecutive, statements of net income and comprehensive income. The option to present items of OCI in the statement of changes in equity has been eliminated. The new requirements are effective for annual reporting periods beginning after December 15, 2011 and for interim reporting periods within those years. We do not expect the adoption to have a material impact on our financial statements.

In May 2011, the FASB issued further additional authoritative guidance related to fair value measurements and disclosures. The new guidance results in a consistent definition of fair value and common requirements for measurement of and disclosure about fair value between accounting principles generally accepted in the United States (U.S. GAAP) and International Financial Reporting Standards (IFRS). The guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2011. We are currently assessing the impact of the guidance.

In April 2010, the FASB issued ASU No. 2010-17, "Revenue Recognition - Milestone Method (Topic 605)." This ASU provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research and development transactions. This update was effective in the second quarter of 2011. Adoption of this update is not anticipated to have a material impact on the Company's results of operation or financial position.

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In January 2010, the FASB issued ASU No. 2010-06, "Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements." This ASU requires additional disclosures about significant unobservable inputs and transfers within Level 1 and 2 measurements. Adoption of this update did not have any impact on the Company's results of operation or financial position.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

RISK FACTORS

The securities described herein involve a high degree of risk. Interested persons should carefully consider, among others, the risk factors described below. As used in the Risk Factors, the term the "Company" when used in this "Risk Factors" section may refer to Red Giant or RGE on a combined asset basis, based on the context of the language presented. If any of the following risks actually occurs, our business, financial condition or results of operations could suffer. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment. You should carefully consider the various risks involved in investing in our shares, which include, among others, the following factors:

1. We will be a reorganized company and still be deemed to be a so-called start-up company.

Red Giant is reorganizing to engage in a new and different business. If successful, of which there is no assurance, the newly reorganized business, will still be deemed to be a start-up company that has generated a limited amount of revenue its inception. We expect to incur significant operating losses for the foreseeable future, and there can be no assurance that we will be able to validate and market products in the future that will generate revenues or that any revenues generated will be sufficient for us to become profitable or thereafter maintain profitability.

2. As a start-up or development stage company, our business and prospects are difficult to evaluate because we have a very limited operating history and our business model is evolving, an investment in us is considered a high risk investment whereby you could lose your entire investment.

We have just commenced operations and, therefore, we are considered a "start-up" or "development stage" company. We have had limited income from the sale of intellectual properties. We will incur significant expenses in order to implement our business plan. As an investor, you should be aware of the difficulties, delays and expenses normally encountered by an enterprise in its development stage, many of which are beyond our control, including unanticipated developmental expenses, and advertising and marketing expenses. We cannot assure you that our proposed business plan will materialize or prove successful, or that we will ever be able to operate profitably. If we cannot operate profitably, you could lose your entire investment.

We have not established a timeline to reflect the anticipated plan of operations and we have not established an anticipated operational milestone. Accordingly, we face the challenge of successfully implementing our business plan without an established timeline that reflects operational milestones. There is nothing at

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this time on which to base an assumption that our business will prove successful, and there is no assurance that we will be able to operate profitably if or when operations commence. You may lose your entire investment do to our lack of experience.

Our plan of operation is our best estimate and analysis of the potential market, opportunities and difficulties that we face. There can be no assurances that the underlying assumptions accurately reflect our opportunities and potential for success. Competition for the marketing of intellectual property rights is intense, and with other economic forces, this makes forecasting of revenues and costs difficult and unpredictable. If our estimates and analysis is incorrect, you could lose your entire investment.

3. Our working capital may be limited. We may need additional capital to fund our operations and finance future growth, and we may not be able to obtain it on terms acceptable to us or at all. This may impede our growth and operating results.

Our ability to commence and continue operations and operate as a going concern may depend on our ability to borrow funds from Powell and unrelated third parties, and the receipt of proceeds from the sale or marketing of our intellectual properties. As of this date, we have generated limited income and there can be no assurance that any substantial income will be forthcoming in the future. Our inability to fund our operations may impede our growth and operating results and may also result in a loss of your investment.

4. Failure to secure additional financing may result in termination of Red Giant's operations and eliminate any value in Red Giant's stock.

We may require additional financing in order to establish profitable operations. Such financing, if required, may not be forthcoming. Even if additional financing is available, it may not be available on terms we find favorable. Failure to secure the needed additional financing may have a very serious, if not fatal, effect on our ability to survive.

5. Red Giant's and RGE's business model is unproven. Thus it is difficult for an investor to determine the likelihood of success or risk to his investment.

Due to our limited operating history, the revenue and income potential of our business is unproven. If we cannot successfully implement our business strategies of creating and marketing of intellectual properties, we may not be able to generate sufficient revenues to operate profitably. Consequently our shareholders may lose a substantial portion of or their entire investment.

6. Red Giant's auditor has expressed doubts as to our ability to continue as a going concern.

In the opinion of our auditor, since we had not generated revenue from operations prior to the acquisition of RGE, it raises substantial doubt about Red Giant ability to continue as a going concern. With our limited income after the acquisition of RGE, we have no reason to believe that our auditor will change his view. Our current limited revenue creates doubt about our ability to continue as a going concern.

7. The loss of Powell or our inability to attract and retain qualified personnel could significantly disrupt or harm our business and our operating results would suffer.

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We are wholly dependent, at present, on the personal efforts and abilities of Powell, our sole officer and director. The loss of services of Powell will disrupt if not stop our operations. In addition, our success will depend on our ability to attract and retain highly motivated, well-qualified employees. Our inability to recruit and retain such individuals may delay the planned expansion of our limited operations and or result in high employee turnover, which could have a material adverse effect on our business or results of operations once commenced. Accordingly, without suitable replacements and employees to operate RGE, our operations may suffer.

8. Powell will have substantial control of us by voting his majority of shares of common stock, electing our directors, appointing our officers and by exercising his power as sole officer and sole director.

Powell, our sole director and officer, beneficially owns approximately 55% of our outstanding shares of common stock. As a result of this stock ownership and his position as our sole officer and director, Powell will continue to influence all aspects of us, including the election of directors, amendments to the certificate of incorporation and the by-laws, the approval of significant corporate transactions, and the determination of his compensation. This consolidation of voting power could also delay, deter or prevent a change of our control that might be otherwise beneficial to shareholders.

9. Benny Powell, our sole officer and director as of June 18, 2018, also founded and controls Active Media, the company through which we intend to eventually publish our properties in print form.

As Mr. Powell controls both us and Active Media, the compensation we pay to Active Media was not determined through arm's length negotiations. See "Certain Relationship and Related Transactions." Conflicts of interest between us and Active Media may occur from time to time, including conflicts regarding compensation, terms of payment, and Mr. Powell's allocation of time and resources between us and Active Media. Unless we retain other officers and directors, these conflicts will not be resolved by arm's-length negotiations, but rather by the exercise of Mr. Powell's judgment consistent with his fiduciary duties to us. If we are unable to satisfactorily resolve such potential conflicts, our ability to operate at a profit will be harmed. Moreover, unless we retain other officers or directors, any such potential conflicts could divert our sole officer and director's focus from our operations to resolve such conflicts and could harm our results of operation.

10. We have never declared or paid a cash dividend on our shares nor will we in the foreseeable future.

You will not receive dividend income from an investment in the shares and as a result, the purchase of the shares should only be made by an investor who does not expect a dividend return on the investment.

We currently intend to retain future earnings, if any, to finance the operation and expansion of our business. Accordingly, investors who anticipate the need for immediate income from their investments by way of cash dividends should refrain from purchasing any of our securities. As we do not intend to declare dividends in the future, you may never see a return on your investment and you indeed may lose your entire investment.

11. Our common stock is considered a penny stock, which is subject to restrictions on marketability, so you may not be able to sell your shares.

Our common stock is subject to the penny stock rules adopted by the Securities and Exchange Commission that require brokers to provide extensive disclosure to their customers prior to executing trades in penny stocks. These disclosure

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requirements may cause a reduction in the trading activity of our common stock, which in all likelihood would make it difficult for our shareholders to sell their securities.

Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system). Penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The broker-dealer must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which could severely limit their market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers to sell our common stock and may affect your ability to resell our common stock.

12. Powell has no experience related to public company management. As a result, we may be unable to manage our public reporting requirements.

Our operations depend entirely on the efforts of our sole officer and director. While he has expertise with which we will rely upon to grow and manage our business operations, he has no experience related to public company management, nor as a principal accounting officer. Because of this, we may be unable to develop and manage our public reporting requirements. There is no assurance that we will overcome any such obstacle.

13. We will incur professional fees in connection with being a reporting company under the Securities Exchange Act of 1934, as amended.

Our Company is subject to the reporting requirements of the 1934 Act and as such, we are required to file 10-Ks, 10-Qs and 8-Ks and other reports with the Securities and Exchange Commission. We will incur professional fees (i.e., attorney, auditors and filing agents) in connection with the preparation and filing of such reports and we currently anticipate such costs to range from $12,000 to $18,000 per year. If we are unable to file such reports, we will be delinquent in our filings which could adversely affect the marketability of the Shares.

14. The failure to comply with the internal control evaluation and certification requirements of Section 404 of Sarbanes-Oxley Act could harm our operations and our ability to comply with our periodic reporting obligations.

As a reporting company under the 1934 Act, we are required to comply with the internal control evaluation and certification requirements of Section 404 of the Sarbanes-Oxley Act of 2002. We are in the process of determining whether our existing internal controls over financial reporting systems are compliant with
Section 404. This process may divert internal resources and will take a significant amount of time, effort and expense to complete. If it is determined that we are not in compliance with Section 404, we may be required to implement new internal control procedures and reevaluate our financial reporting. We may

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experience higher than anticipated operating expenses as well as outside auditor fees during the implementation of these changes and thereafter. Further, we may need to hire additional qualified personnel in order for us to be compliant with
Section 404. If we are unable to implement these changes effectively or efficiently, it could harm our operations, financial reporting or financial results and could result in our being unable to obtain an unqualified report on internal controls from our independent auditors, which could adversely affect our ability to comply with our periodic reporting obligations under the 1934 Act.

15. Because we were a "shell company," investors in our company will not be able to rely on Rule 144 to sell their shares of stock until at least one year after we cease to be a shell company.

Red Giant was a shell company prior to filing the periodic report on Form 8-K as to this transaction and therefore certain of its shareholders may not currently utilize Rule 144 to sell their shares. Rule 144 is not available for sales of shares of companies that are or have been "shell companies" except under certain conditions. We completed this acquisition and we believe that we removed our status as a shell company by filing this report on Form 8-K. Shareholders are able to utilize Rule 144 one year after the filing of this Form 8-K, assuming it files the documents it is required to file as a reporting company. Investors in the Company whose shares have been registered in an effective and current registration statement will be able to sell their shares pursuant to said registration statement. They will not be able to rely on Rule 144 to sell their shares during the one year period after the filing of this Form 8-K changing our shell status if the registration statement's effectiveness is not maintained on a temporary or permanent basis.

On February 15, 2008, the Securities and Exchange Commission adopted final rules amending Rule 144 (and Rule 145) for shell companies. The amendments currently in full force and effect provide that the current revised holding periods applicable to affiliates and non-affiliates (our sole officer and director) is not now available for securities currently issued by either a reporting or non-reporting shell company, unless certain conditions are met. It may also affect further sales of securities by us that are not registered under the Securities Act. An investor will be able to resell securities issued by a shell company subject to Rule 144 conditions if the reporting or non-reporting issuer
(i) had ceased to be a shell, (ii) is subject to the 1934 Act reporting obligations, (iii) has filed all required 1934 Act reports during the preceding twelve months, and (iv) at least 90 days has elapsed from the time the issuer has filed the "Form 10 Information" reflecting the fact that it had ceased to be a shell company before any securities were sold Rule 144.

On June 29, 2005, the Securities and Exchange Commission adopted final rules amending the Form S-8 and the Form 8-K for shell companies. These amendments expand the definition of a shell company to be broader than a company with no or nominal operations/assets or assets consisting of cash and cash equivalents, the amendments prohibit the use of a Form S-8 (a form used by a corporation to register securities issued to an employee, director, officer, consultant or advisor, under certain circumstances), and revise the Form 8-K to require a shell company to include current Form 10 information, including audited financial statements, in the filing on Form 8-K that the shell company files to report the acquisition of a business opportunity.

The rules are designed to assure that investors in shell companies that subsequently acquire further operations or assets have access on a timely basis to the same kind of information as is available to investors in public companies with continuing operations.

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16. Future sales of restricted shares could decrease the price a willing buyer would pay for shares of our common stock, could cause our price to decline and could impair our ability to raise capital.

Future sales of common stock by existing shareholders or a new issuance by Red Giant under exemptions from registration or through a subsequent registered offering could materially adversely affect the market price of our common stock and could materially impair our future ability to raise capital through an offering of equity securities. We are unable to predict the effect, if any, that market sales of these shares, or the availability of these shares for future sale, will have on the prevailing market price of our common stock at any given time.

17. You may not be able to resell any shares you purchased in our company.

There is a limited trading market for our common stock at present and there has been no trading market to date. There is no assurance that the trading market will continue. This means that it may be hard or impossible for you to find a willing buyer for your shares should you decide to sell them in the future.

ELECTION OF DIRECTORS AND APPOINTMENT OF OFFICERS

Powell, our sole director, can fill any vacancy on our Board of Directors. Directors are elected to serve until the next annual meeting of stockholders and until their successors have been elected and qualified. Officers are appointed to serve until the meeting of the Board of Directors following the next annual meeting of stockholders and until their successors have been selected and qualified.

Our sole director, Powell has not been the subject of any order, judgment or decree of any Court of competent jurisdiction, or any regulatory agency permanently or temporarily enjoining, barring suspending or otherwise limiting him from acting as an investment advisor, underwriter, broker or dealer in the securities industry, or as an affiliated person, director or employee of an investment company, bank, savings and loan association, or insurance company or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any securities.

Powell is not the subject of any pending legal proceedings.

AUDIT COMMITTEE

We have not established an audit committee. In addition, we do not have any other compensation or executive or similar committees. We will not, in all likelihood, establish an audit committee until such time as the Company generates a positive cash flow of which there can be no assurance. We recognize that an audit committee, when established, will play a critical role in our financial reporting system by overseeing and monitoring management's and the independent auditors' participation in the financial reporting process. At such time as we establish an audit committee, its additional disclosures with our auditors and management may promote investor confidence in the integrity of the financial reporting process.

Until such time as an audit committee has been established, our sole director now, and in the future, our full board of directors will undertake those tasks normally associated with an audit committee to include, but not by way of limitation, the (i) review and discussion of the audited financial statements

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with management, and (ii) discussions with the independent auditors the matters required to be discussed by the Statement On Auditing Standards No. 61 and No. 90, as may be modified or supplemented.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE-FISCAL YEARS ENDED DECEMBER 31, 2011.

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid the named persons for all services rendered in all capacities during the noted periods. The named person was the sole executive officer as of December 31, 2011. No executive officer received total annual salary and bonus compensation in excess of $100,000.

Name and Principal
 Position as of                                           All Other
   12-31-2011           Year    Salary($)   Bonus($)   Compensation($)  Total($)
   ----------           ----    ---------   --------   ---------------  --------

John Allen              2011        --         --             --           --

EMPLOYMENT AGREEMENTS

There are no employment contracts, compensatory plans or arrangements, including payments to be received from Red Giant, with respect to any director or executive officer of Red Giant which would in any way result in payments to any such person because of his or her resignation, retirement or other termination of employment with Red Giant, any change in control of Red Giant, or a change in the person's responsibilities following a change in control of Red Giant.

OUTSTANDING EQUITY AWARDS

None of our executive officers received any equity awards, including, options, restricted stock or other equity incentives during the fiscal year ended December 31, 2011 and as of the date hereof.

DIRECTOR COMPENSATION

During the fiscal year ended December 31, 2010 or 2011, there were no arrangements between us and Powell that resulted in our making payments to our director for any services provided to us by him.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

By the definition of Rule 405 of the Securities Act Powell is a promoter of Red Giant in that he is a "person who, acting alone or in conjunction with one or more other persons, directly or indirectly takes initiative in founding and organizing the business or enterprise of an issuer." Powell has not, nor will he, receive anything of value or other consideration as a promoter of Red Giant.

No person who may, in the future, be considered a promoter of this offering, will receive or expect to receive assets, services or other considerations from us. No assets will be, nor are expected to be, acquired from any promoter on behalf of our company. Other than as set forth below, we have not entered into any agreements that require disclosure to our shareholders.

As of June 28, 2012, we had an oral agreement with Active Media, an entity controlled by our President and CEO, Benny Powell, under which Active Media agreed to provide print services to us on a non-exclusive basis at near cost

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prices. In 2011, we made a $5,050 payment for print costs to Active Media, an entity controlled by our President and CEO, Benny Powell. It is anticipated that printing services for our comic books will be done by Active Media. An approximate value of this agreement going forward cannot accurately be estimated as it depends on (i) whether we choose to use Active Media for our printing needs; (ii) the amount of our printing needs; and (iii) factors varying Active Media's costs of printing.

SECTION 16(a) COMPLIANCE

Section 16(a) of the 1934 Act requires directors and executive officers, and persons who own more than ten percent of our common stock, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes of ownership of our common stock. Officers, directors and greater than ten percent stockholders are required by Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) forms they file. We have no knowledge that, as of the date of this filing, other than Powell, who owns more than ten percent of our common stock, of any person who has failed to file an initial Form 3, Form 4 current report, or an annual Form 5 in a timely manner.

INDEPENDENT DIRECTOR

We have no currently "independent director" as that term is defined in Rule 4200(a)(15) of the Marketplace Rules of the National Association of Securities Dealers. We are not presently required to have independent directors.

TRANSFER AGENT

Holladay Stock Transfer currently serves as the independent transfer agent and registrar for our outstanding securities. The transfer agent's telephone number is (480) 481-3940.

LEGAL PROCEEDINGS

We are not a party to any pending legal proceedings.

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's common stock was listed on the OTC Bulletin Board of the National Association of Securities Dealers ("NASD") on March 4, 2008 under the symbol "CASL."

There is a very limited sporadic trading market for our common stock at present and there has been no established trading market to date. There is no assurance that a trading market will ever develop or, if such a market does develop, that it will continue.

The Securities and Exchange Commission adopted Rule 15g 9, which established the definition of a "penny stock," for purposes relevant to the company, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: (i) that a broker or dealer approve a person's account for transactions in penny stocks; and (ii) the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the

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penny stock to be purchased. In order to approve a person's account for transactions in penny stocks, the broker or dealer must (i) obtain financial information and investment experience and objectives of the person; and (ii) make a reasonable determination that the transactions in penny stocks are suitable for that person and that person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the Commission relating to the penny stock market, which, in highlight form, (i) sets forth the basis on which the broker or dealer made the suitability determination; and (ii) that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Disclosure also has to be made about the risks of investing in penny stock in both public offering and in secondary trading, and about commissions payable to both the broker dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions. Finally, monthly statements have to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

As a result being a penny stock, the market liquidity for our common stock may be adversely affected since the regulations on penny stocks could limit the ability of broker-dealers to sell our common stock and thus your ability to sell our common stock in the secondary market.

The rules governing penny stock require the delivery, prior to any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith, and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and accredited investors (generally defined as an investor with a net worth in excess of $1,000,000 or annual income exceeding $250,000, $300,000 together with a spouse). For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser's written consent to the transaction prior to sale. The broker-dealer also must disclose the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer's presumed control over the market. Such information must be provided to the customer orally or in writing prior to effecting the transaction and in writing before or with the customer confirmation. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. The additional burdens imposed on broker-dealers by such requirements may discourage them from effecting transactions in the securities underlying the shares, which could severely limit the liquidity of the securities underlying the shares and the ability of purchasers in this offering to sell the securities underlying the shares in the secondary market.

SHAREHOLDERS OF RECORD

The number of record holders of the Company's common stock as of the date of this current report is approximately 45.

DIVIDENDS

Holders of outstanding shares of common stock are entitled to such dividends as may be declared from time to time by the Board of Directors out of legally available funds; and, in the event of liquidation, dissolution or winding up of the affairs of Red Giant, holders are entitled to receive, ratably, the net assets of Red Giant available to shareholders after distribution is made to the preferred shareholders, if any, who are given preferred rights upon liquidation.

25

Holders of outstanding shares of common stock have no preemptive, conversion or redemptive rights. To the extent that additional shares of Red Giant's common stock are issued, the relative interest of then existing shareholders may be diluted. The payment of dividends is subject to the discretion of our Board of Directors and will depend, among other things, upon our earnings, our capital requirements, our financial condition, and other relevant factors. We have not paid or declared any dividends upon our common stock since our inception and, by reason of our present financial status and our contemplated financial requirements; we do not anticipate paying any dividends upon our common stock in the foreseeable future.

STOCK OPTION PLAN

There is currently no Stock Option Plan in place.

CODE OF ETHICS.

We have adopted a Code of Ethics.

REPORTS TO SECURITY HOLDERS

We will make available to our shareholders an annual report, including audited financials on Form 10-K. We are not currently a reporting company with the Securities and Exchange Commission, but upon effectiveness of this registration statement, we will be required to file reports with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended.

The public may read and copy any materials filed with the Securities and Exchange Commission at its Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549. The public may obtain information about the operation of the Public Reference Room by calling the Securities and Exchange Commission at 1-800-SEC-0330. The Securities and Exchange Commission maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.

ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial Statements of Business Acquired

See Exhibits 10.2 and 10.3.

(d) Exhibits

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

10.1      Share Exchange Agreement with RGE and Powell entered into on June 6,
          2012 (incorporated herein by reference to Amendment Number 1 for the
          Form 8-K, filed November 6, 2012).

10.2      Audited Financial Statements of Red Giant for the year ended December
          31, 2012.

10.3      Interim Financial Statements of Red Giant for the five months ended
          May 31, 2012 (incorporated herein by reference to Amendment No. 4 for
          the Form 8-K, filed October 31, 2013).

10.4      Exclusive Web Publishing Contract between Benny Powell and Keenspot
          Entertainment dated June 30, 2010 (incorporated herein by reference to
          Amendment No. 4 for the Form 8-K, filed October 31, 2013).

26

SIGNATURES

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

RED GIANT ENTERTAINMENT, INC.

Dated: November 20, 2013
                                             /s/ Benny Powell
                                             ----------------------------------
                                        By:  Benny Powell
                                        Its: Chief Executive Officer

27

Exhibit 10.2

AUDITED FINANCIAL STATEMENTS

Red Giant Entertainment, LLC
Financial Statements
December 31, 2011

Table of Contents

Report of Independent Registered Public Accounting Firm                   F-2

Statement of Assets, Liabilities, and Member Equity                       F-3

Statement of Income, Expenses and Member Equity                           F-4

Statement of Cash Flow                                                    F-5

Notes to the Financial Statements                                         F-6

F-1

Martinelli Mick PLLC 218 North Bernard Spokane, WA 99201

To the Member of
Red Giant Entertainment, LLC

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying balance sheet of Red Giant Entertainment, LLC, as of December 31, 2011, and the related statements of income, expenses and member equity and cash flow for the year ended December 31, 2011. Red Giant Entertainment, LLC's management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Red Giant Entertainment, LLC as of December 31, 2011, and the results of its operations and its cash flows for the year ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 2, the Company is newly formed, has not yet established a reliable operating history, and the success of future operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Martinelli Mick PLLC
------------------------------------
Martinelli Mick PLLC
Spokane, Washington
June 4, 2012

F-2

Red Giant Entertainment LLC Statements of Assets, Liabilities, and Member Equity As of December 31, 2011

2011

ASSETS

Current Assets
  Cash in Banks                                                        $     97
  Inventory                                                              16,301
                                                                       --------
      TOTAL CURRENT ASSETS                                               16,398
                                                                       --------
Fixed Assets
  Intellectual Property                                                  29,250
  Less Accumulated Amortization                                          (5,850)
                                                                       --------
      TOTAL FIXED ASSETS                                                 23,400
                                                                       --------

      TOTAL ASSETS                                                     $ 39,798
                                                                       ========

LIABILITIES & MEMBER EQUITY

Current Liabilities                                                    $     --
Member Equity                                                            39,798
                                                                       --------

      TOTAL LIABILITIES & MEMBER EQUITY                                $ 39,798
                                                                       ========

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

F-3

Red Giant Entertainment LLC Statements of Income, Expenses and Member Equity For the year ended December 31, 2011

                                                                         2011
                                                                       --------

Sales
  Advertising                                                          $ 11,416
  Publishing                                                             24,008
  Creative Services                                                      17,862
                                                                       --------
      Total Sales                                                        53,286
                                                                       --------
Cost of Sales
  Advertising                                                            11,033
  Publishing                                                              2,639
  Creative Services                                                      13,890
                                                                       --------
      Total Cost of Sales                                                27,563
                                                                       --------
      Gross Profit                                                       25,723
                                                                       --------
Expenses
  Bank service charges                                                      574
  Advertising & marketing                                                 3,902
  Amortization expense                                                    5,850
  Communication                                                           1,369
  Utilities                                                                 900
  Travel & entertainment                                                  1,580
  Other operating expense                                                 2,426
                                                                       --------
      Total Expenses                                                     16,601
                                                                       --------

Net Income                                                                9,122
                                                                       --------
Beginning Member Equity                                                      --
Member Contributions                                                     30,676
Member Distributions                                                         --
                                                                       --------
Ending Member Equity                                                   $ 39,798
                                                                       ========

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

F-4

Red Giant Entertainment LLC Statement of Cash Flow For the year ended December 31, 2011

2011

OPERATING ACTIVITIES

  Net Income                                                           $  9,122
  Depreciation & Amortization                                                --
  Adjustments to reconcile Net Income to net cash
   provided by operating activities:
     Amortization                                                         5,850
     Inventory                                                          (16,301)
     Accounts Payable                                                        --
     Other Payables                                                          --
                                                                       --------
        NET CASH USED BY OPERATING ACTIVITIES                            (1,329)
                                                                       --------
INVESTING ACTIVITIES

        NET CASH USED BY INVESTING ACTIVITIES                                --
                                                                       --------
FINANCING ACTIVITIES
  Member Contributions                                                    1,426
  Member Distributions                                                       --
                                                                       --------
        NET CASH PROVIDED BY FINANCING ACTIVITIES                         1,426
                                                                       --------

Net Cash Increase for Period                                                 97
Cash at Beginning of Period                                                  --
                                                                       --------

CASH AT END OF PERIOD                                                  $     97
                                                                       ========
Supplemental cash flow information:
  Interest paid                                                        $     --
                                                                       ========
  Income taxes paid                                                    $     --
                                                                       ========
Non-cash
  Member contribution of intellectual property                         $ 29,250
                                                                       ========

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

F-5

Red Giant Entertainment Notes to the Financial Statements December 31, 2011

ORGANIZATION AND DESCRIPTION OF BUSINESS

Red Giant Entertainment LLC (hereinafter "the Company"), was incorporated 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. The Company was originally a publishing company, but has expanded its operations to include mass media and graphic novel artwork development.

NOTE 1 - 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. The financial statements have, in management's opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

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 reported in US Dollars.

ADVERTISING
Advertising costs are expensed as incurred. The Company expensed advertising costs of $3,902 for the year ending December 31, 2011.

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 at December 31, 2011, there were $97 of cash equivalents.

COST OF GOODS SOLD
Cost of goods sold includes the cost of creating services or artwork, advertising and books.

FAIR VALUE MEASUREMENTS
Topic 820 in the Accounting Standards Codification (ASC 820) defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. ASC 820 applies whenever other standards require (or permit) assets or liabilities to be measured at fair value but does not expand the use of fair value in any new circumstances. In this standard, the FASB clarifies the principle that fair

F-6

value should be based on the assumptions market participants would use when pricing the asset or liability. In support of this principle, ASC 820 establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy is as follows:

* Level 1 inputs -- Unadjusted quoted process in active markets for identical assets or liabilities that the entity has the ability to access at the measurement date.

* Level 2 inputs -- Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets and liabilities in active markets, and inputs other than quoted prices that are observable for the asset or liability, such as interest rates and yield curves that are observable at commonly quoted intervals.

* Level 3 inputs -- Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity's own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

The Company currently does not have any assets that are measured at fair value on a recurring or non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at December 31, 2011, nor gains or losses reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the year ended December 31, 2011.

INCOME TAXES
The Company is a limited liability company. As a result, no income tax provision is made at the Company level and all taxable income and deductions are passed directly to the equity owner.

RECENT ACCOUNTING PRONOUNCEMENTS
Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

In June 2011, the FASB issued authoritative guidance requiring entities to present net income and other comprehensive income (OCI) in one continuous statement or two separate, but consecutive, statements of net income and comprehensive income. The option to present items of OCI in the statement of changes in equity has been eliminated. The new requirements are effective for annual reporting periods beginning after December 15, 2011 and for interim reporting periods within those years. We do not expect the adoption to have a material impact on our financial statements.

In May 2011, the FASB issued further additional authoritative guidance related to fair value measurements and disclosures. The new guidance results in a consistent definition of fair value and common requirements for measurement of

F-7

and disclosure about fair value between accounting principles generally accepted in the United States (U.S. GAAP) and International Financial Reporting Standards (IFRS). The guidance is effective for fiscal years and interim periods within those years beginning after December 15, 2011. We are currently assessing the impact of the guidance.

In April 2011, the FASB issued ASU No. 2011-17, "Revenue Recognition - Milestone Method (Topic 605)." This ASU provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research and development transactions. This update was effective in the second quarter of 2011. Adoption of this update is not anticipated to have a material impact on the Company's results of operation or financial position.

In January 2011, the FASB issued ASU No. 2011-06, "Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements." This ASU requires additional disclosures about significant unobservable inputs and transfers within Level 1 and 2 measurements. Adoption of this update did not have any impact on the Company's results of operation or financial position.

REVENUE RECOGNITION
Revenue for the Company is recognized from three primary sources: Advertising Revenue, Publishing Sales and Creative Services. Revenue in 2011 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 recognized from Keenspot's arrangements with advertisers at an agreed upon cost per thousand verified impressions (CPM) to our Keenspot sites whereby advertisers pay based on the number of times the target audience is exposed to the advertisement. This revenue is recognized on a net basis in the monthly period in which the impressions occur (i.e., advertisers pay us within 90 calendar days of receiving Keenspot's invoices). The particular CPM rate 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.

F-8

Creative Services are artwork, writing, advertising, and other creative endeavors we handle for outside clients. Revenue is recognized upon payment for services. 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.

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 2 - 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. 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

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

F-9

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 3 - RELATED PARTY TRANSACTIONS

Red Giant Enterprises, Inc. uses a related business, Active Media Printing, LLC, for printing services. During the year ended December 31, 2011, the Company paid $5,050 to this party. Active Media Printing is owned and operated by the President of Red Giant Enterprises.

NOTE 4 - MEMBER EQUITY

The Company was wholly owned throughout 2011. At December 31, 2011, the member equity appeared was as follows:

                                                                       2011
                                                                     --------
Capital -
  Contributions                                                      $ 30,676
  Profit Distributions                                               $     --

Current Year Net Income (to be allocated)                            $  9,122
                                                                     --------

Total Member Equity at Year End                                      $ 39,798
                                                                     ========

NOTE 5 - INVENTORY

As of December 31, 2011, inventory consisted of physical copies of published books, as well as artwork is used for digitally distributed works for advertising revenue and future publications. The inventory is valued at the cost to produce.

NOTE 6 - INTELLECTUAL PROPERTY

The Company's intellectual property consists of graphic novel artwork and was contributed by the Member to the Company and valued at $29,250, which was determined based on a per page cost for artists and printing. The intangible is being amortized over its life of five years. Amortization cost for the year ended December 31, 2011, was $5,850. The Company expects to amortize the remaining $23,400 over the remaining life of four years at $5,850 per year.

NOTE 7 - SUBSEQUENT EVENTS

Subsequent events have been evaluated through June 4, 2012, the date that the financial statements were available to be issued and have no effect on the events of 2011.

F-10