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

Form 10-Q

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

For the Quarterly Period November 30, 2013
Or

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

For the transition period from __________ to _____________

Commission File Number: 001-34039

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

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

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

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

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

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

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

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

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

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

As of January 13, 2014, there were 519,863,070 shares of our common stock, $0.0001 par value per share, issued and outstanding.


RED GIANT ENTERTAINMENT, INC.

TABLE OF CONTENTS

                                                                            Page
                                                                            ----

PART I FINANCIAL INFORMATION

Item 1.  Financial Statements                                                  3

         Balance Sheet as of November 30, 2013 (Unaudited)                     3

         Statement of Operations for the Three Months Ended
         November 30, 2013 and November 30, 2012 (Unaudited)                   4

         Statements of Cash Flows for the Three Months Ended
         November 30, 2013 and November 30, 2012 (Unaudited)                   5

         Notes to Financial Statements (Unaudited)                             6

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                                15

Item 3.  Quantitative and Qualitative Disclosures About Market Risk           16

Item 4.  Controls and Procedures                                              16

PART II OTHER INFORMATION

Item 1.  Legal Proceedings                                                    18

Item 1A. Risk Factors                                                         18

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds          18

Item 3.  Defaults Upon Senior Securities                                      19

Item 4.  Mine Safety Disclosures                                              19

Item 5.  Other Information                                                    19

Item 6.  Exhibits                                                             19

SIGNATURES                                                                    20

2

PART I
FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

Red Giant Entertainment, Inc.
Consolidated Balance Sheets

                                                                      November 30,           August 31,
                                                                          2013                 2013
                                                                       ----------           ----------
                                                                       (unaudited)           (audited)
ASSETS

Current Assets
  Cash and cash equivalents                                            $       39           $   14,937
  Accounts receivable, net of allowance for doubtful
   accounts of $0 and $0, respectively                                      2,095                   --
  Inventory                                                                50,992               52,107
  Prepaid and other current assets                                         89,092               82,000
                                                                       ----------           ----------
Total Current Assets                                                      142,218              149,044

Property and equipment, net of accumulated
 depreciation of $1,573 and $996, respectively                              9,971               10,548

Intangible assets, net of accumulated
 amortization of $17,063 and $15,600, respectively                         12,187               13,650
                                                                       ----------           ----------
      TOTAL ASSETS                                                     $  164,376           $  173,242
                                                                       ==========           ==========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current Liabilities
  Accounts payable and accrued expenses                                $   72,213           $   81,332
  Due to related parties                                                   42,301               39,187
  Note payable                                                            100,710              100,710
  Derivative liability                                                    490,206              271,321
                                                                       ----------           ----------
Total Current Liabilities                                                 705,430              492,550
                                                                       ----------           ----------

Long-term loans                                                            15,148                   --

      TOTAL LIABILITIES                                                   720,578              492,550
                                                                       ----------           ----------

COMMITMENTS AND CONTINGENCIES                                                  --                   --
                                                                       ----------           ----------
Stockholders' Deficit
  Preferred stock: 100,000 authorized; $0.0001 par value
   0 shares issued and outstanding                                             --                   --
  Common stock: 900,000,000 authorized; $0.0001 par value
   457,558,273 and 434,922,000 shares issued and outstanding               45,756               43,492
  Additional paid in capital                                              123,989                   --
  Treasury stock, at cost, 1,785,900 shares                               (55,000)             (55,000)
  Accumulated deficit                                                    (670,947)            (305,853)
                                                                       ----------           ----------
Total Stockholders' Equity (Deficit)                                     (556,202)            (319,308)
                                                                       ----------           ----------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)             $  164,376           $  173,242
                                                                       ==========           ==========

See notes to the unaudited financial statements

3

Red Giant Entertainment, Inc. Consolidated Statements of Operations


(unaudited)

                                                     For the Three Months Ended
                                                            November 30,
                                                -----------------------------------
                                                    2013                   2012
                                                ------------           ------------
Revenues                                        $      3,379           $    105,937
Cost of sales                                          2,378                 47,474
                                                ------------           ------------
      Gross Profit                                     1,001                 58,463
                                                ------------           ------------
OPERATING EXPENSES
  Selling and marketing                               52,731                  1,497
  General and administrative                          45,879                  3,954
  Compensation                                        14,242                 12,040
  Professional                                        18,970                  1,200
  Depreciation and amortization                        2,040                  1,629
                                                ------------           ------------
      Total operating expenses                       133,862                 20,320
                                                ------------           ------------
NET PROFIT (LOSS) FROM OPERATIONS                   (132,861)                38,143
                                                ------------           ------------
OTHER INCOME (EXPENSE)
  Interest expense                                   (90,648)                    --
  Change in derivative                               (73,385)                    --
  Gain (loss) on settlement of debt                  (68,200)                    --
  Income taxes                                            --                 (5,700)
                                                ------------           ------------

NET PROFIT (LOSS)                               $   (365,094)          $     32,443
                                                ============           ============

BASIC AND DILUTIVE LOSS PER SHARE               $      (0.00)          $       0.00
                                                ============           ============
WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                              438,927,644            434,922,000
                                                ============           ============

See notes to the unaudited financial statements

4

Red Giant Entertainment, Inc. Consolidated Statements of Cash Flows


(unaudited)

                                                                          For the Three Months Ended
                                                                                  November 30,
                                                                       -------------------------------
                                                                          2013                 2012
                                                                       ----------           ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                                    $ (365,094)          $   32,443
  Adjustment to reconcile Net Income to net
   cash provided by operations:
     Depreciation and amortization                                          2,040                1,629
     Amortization of deferred financing costs                              90,648                   --
     Change in derivative                                                  73,385                   --
     Loss on settlement of debt                                            68,200                   --
  Changes in operating assets and liabilities:
     (Increase) decrease in operating assets:
       Accounts receivable                                                 (2,095)                  --
       Inventory                                                            1,115              (16,366)
       Prepaid expenses and other assets                                   (7,092)             (25,040)
     Increase (decrease) in operating liabilities:                             --                   --
       Accounts payable and accrued expenses                               (9,119)               9,506
                                                                       ----------           ----------
          Total adjustments                                               217,082              (30,271)
                                                                       ----------           ----------
          Net Cash (Used in) Provided By Operating Activities            (148,012)               2,172
                                                                       ----------           ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Stockholder loans, net                                                    3,114                   --
  Proceeds from Loan(s)                                                   130,000                   --
                                                                       ----------           ----------
          Net Cash (Used in) Provided by Financing Activities             133,114                   --
                                                                       ----------           ----------

Net increase (decrease) in cash and cash equivalents                      (14,898)               2,172
                                                                       ----------           ----------
Cash and cash equivalents, beginning of period                             14,937                  269
                                                                       ----------           ----------
Cash and cash equivalents, end of period                               $       39           $    2,441
                                                                       ==========           ==========
Supplemental cash flow information
  Cash paid for interest                                               $       --           $       --
                                                                       ==========           ==========
  Cash paid for taxes                                                  $       --           $       --
                                                                       ==========           ==========
Non-cash transactions:
  Expenses paid from proceeds of debt                                  $   15,500           $       --
                                                                       ==========           ==========
  Debt converted to equity                                             $   60,000           $       --
                                                                       ==========           ==========

See notes to the unaudited financial statements

5

Red Giant Entertainment, Inc.

Notes to the Consolidated Financial Statements (Unaudited)

NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

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

On June 11, 2012, Castmor Resources Ltd., a Nevada corporation entered into a Share Exchange Agreement (the "Share Exchange Agreement") with RGE, and Benny Powell, who had owned 100% of the issued and outstanding shares in RGE. Pursuant to the terms and conditions of the Share Exchange Agreement, RGE exchanged 100% of the outstanding shares in RGE for forty million (40,000,000; 240,000,000 post split) newly-issued restricted shares of the Company's common stock. Due to the recapitalization and reverse merger with Castmor Resources Ltd., 32,487,000 shares (194,922,000 post split) were issued in Castmore Resources Ltd., which changed its name to Red Giant Entertainment, Inc. (the "Company"). The Company subsequently approved a 6 to 1 forward stock split of all shares of record in June, 2012. The Company's fiscal year end is August 31.

The exchange resulted in RGE becoming a wholly-owned subsidiary of the Company. As a result of the Share Exchange Agreement, the Company's principal business became the business of RGE. All share information has been restated for both the reverse merger and the forward stock split for all periods presented.

On March 4, 2013, the Company acquired ComicGenesis, LLC ("ComicGenesis"), a Nevada limited liability company that operates a user-generated comic site that hosts over 10,000 independent webcomics.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION
The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which require 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 reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

PRINCIPLES OF CONSOLIDATION
The Company operates under the name of Red Giant Entertainment, Inc. and its wholly owned subsidiaries RGE and ComicGenesis. The companies were incorporated for the intentions of developing brand names. Any activities of these subsidiaries or holdings have been included in the consolidated financial statements, with elimination of any intercompany accounts and transactions.

UNAUDITED INTERIM FINANCIAL STATEMENTS
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the

6

Red Giant Entertainment, Inc. Notes to the Consolidated Financial Statements (Unaudited)

information and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year.

RECLASSIFICATION
Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses.

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 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.

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.

PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are recorded at historical cost and capitalized. Depreciation is calculated on a straight-line basis over the estimated useful life of the asset. The Company currently has equipment being depreciated for estimated lives of three to five years. Depreciation for the three months ended November 30, 2013 and 2012 was $577 and $166, respectively.

7

Red Giant Entertainment, Inc. Notes to the Consolidated Financial Statements (Unaudited)

LONG-LIVED ASSETS IMPAIRMENT

Long-lived assets of the Company are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable, pursuant to guidance established in ASC 360, Property, Plant and Equipment. Management considers assets to be impaired if the carrying value exceeds the future projected cash flows from related operations (undiscounted and without interest charges). If impairment is deemed to exist, the assets will be written down to fair value. Fair value is generally determined using a discounted cash flow analysis. Based upon its most recent analysis, the Company believes that no impairment of property existed at November 30, 2013 and August 31, 2012.

RECENT ACCOUNTING PRONOUNCEMENTS

We have reviewed the FASB issued Accounting Standards Update ("ASU") accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation's reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

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

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

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

Publishing Revenue comes from the following sources:

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

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

8

Red Giant Entertainment, Inc. Notes to the Consolidated Financial Statements (Unaudited)

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.

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

ADVERTISING
Advertising costs are expensed as incurred. The Company expensed advertising costs of $25,014 and $771 for the periods ending November 30, 2013 and 2012, respectively.

STOCK BASED COMPENSATION
The Company issues restricted stock to consultants for various services. Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of
(i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete. The Company recognized consulting expenses and a corresponding increase to additional paid-in-capital related to stock issued for services. Stock compensation for the periods presented were issued for past services provided, accordingly, all shares issued are fully vested, and there is no unrecognized compensation associated with these transactions. For agreements requiring future services, the consulting expense is to be recognized ratably over the requisite service period.

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

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

EARNINGS (LOSS) PER SHARE
The Company follows financial accounting standards, which provides for calculation of "basic" and "diluted" earnings per share. Basic earnings per share includes no dilution and is computed by dividing net income available to common stockholders by the weighted average common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings of an entity similar to fully diluted earnings per share. There were approximately 61,000,000 common stock equivalents outstanding at November 30, 2013.

9

Red Giant Entertainment, Inc. Notes to the Consolidated Financial Statements (Unaudited)

NOTE 3 - MANAGEMENT STATEMENT REGARDING GOING CONCERN

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

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

* obtain adequate sources of funding to fund long-term business operations;
* enter into a licensing or other relationship that allows the Company to commercialize its products;
* manage or control working capital requirements; and
* develop new and enhance existing relationships with product distributors and other points of distribution for the Company's products.

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

NOTE 4 - INVENTORY

As of November 30, 2013, inventory consisted of physical copies of published books, as well as artwork that is used for digitally distributed works for advertising revenue and future publications. The inventory is valued at the cost to produce.

NOTE 5 - INTELLECTUAL PROPERTY

The Company's intellectual property consists of graphic novel artwork and was contributed by a stockholder to the Company and valued at $29,250, which was determined based on the historical costs for artists and printing. The intangible is being amortized over its life of five years. Amortization cost for the three months ended November 30, 2013 and 2012 was $1,463 and $1,463, respectively.

NOTE 6 - CONVERTIBLE NOTES PAYABLE

The Company entered into lending arrangements with several lending institutions, each with convertible features. The Company evaluated the terms of the convertible notes, with outstanding face values totaling $243,000, in accordance with ASC Topic No. 815 - 40, DERIVATIVES AND HEDGING - CONTRACTS IN ENTITY'S OWN STOCK and that the underlying common stock is indexed to the Company's common

10

Red Giant Entertainment, Inc. Notes to the Consolidated Financial Statements (Unaudited)

stock. The Company determined that the conversion features meet the definition of a liability and therefore bi-furcated the conversion feature and accounted for it as a separate derivative liability. The Company evaluated the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the note and was deemed to be less than the market value of underlying common stock at the inception of the note. Therefore, the Company recognized a debt discount on the notes in the amount of $243,000 on the origination date. The debt discount was recorded as reduction (contra-liability) to the Convertible Notes Payable. The debt discount is being amortized over the term of the notes. Additionally, the notes called for an immediate withholding of $15,500 for service charges, which has been treated as an original issue discount or deferred financing costs, a contra-liability charge, which is to be amortized as finance cost over the life of the loan. Interest expense, in the amount of $90,648, was recognized for the three month period ended November 30, 2013.

A derivative liability, in the amount of $490,206 has been recorded, as of November 30, 2013, related to the above notes. The Company recognized a change in the derivative liability, resulting in a loss in the amount of $73,385. The derivative value was calculated using the Black-Scholes method. Assumptions used in the derivative valuation were as follows:

Weighted Average:
  Dividend rate                                                      0.0%
  Risk-free interest rate                                           0.08%
  Expected lives (years)                                           0.298
  Expected price volatility                                        315.0%
  Forfeiture Rate                                                    0.0%

Summary of Convertible Notes Payable:
  Original value                                               $ 243,000
  Deferred finance cost                                          (11,016)
  Unexpired debt discount                                       (116,126)
                                                               ---------
                                                               $ 115,858
                                                               =========

NOTE 7 - PROVISION FOR INCOME TAXES

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

At November 30, 2013, the Company expected no net deferred tax assets calculated at an expected rate of 37.6%. The Company has applied a 100% valuation allowance on the deferred tax assets attributable to the Net Operating Losses incurred.

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

ACCOUNTING FOR INCOME TAX UNCERTAINTIES AND RELATED MATTERS

The Company may be assessed penalties and interest related to the underpayment of income taxes. Such assessments would be treated as a provision of income tax expense on the financial statements. At November 30, 2013, the tax return for 2011 and 2012 has not being filed. No income tax expense has been realized as a result of operations and no income tax penalties and interest have been accrued related to uncertain tax positions. The Company has not filed a tax return for

11

Red Giant Entertainment, Inc. Notes to the Consolidated Financial Statements (Unaudited)

NOTE 8 - CAPITAL STOCK

the new entity. These filings will be subject to a three year statute of limitations. No adjustments have been made to reduce the estimated income tax benefit at fiscal year end. Any valuations relating to these income tax provisions will comply with U.S. generally accepted accounting principles.

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

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

During the eight months ended, August 31, 2012, $10,869 of contributed capital was added to additional paid in capital. For the 3 months ended February 28, 2013, no additional capital was contributed.

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

During the three month period ending November 30, 2013, the Company issued 22,636,273 shares of its common stock in satisfaction of obligation to $60,000 of convertible notes payable. The Company recognized a loss in the amount of $68,200 resulting from the excess in the fair market value of the stock above that of the retired debt.

NOTE 9 - RELATED PARTIES

Benny Powell was an officer and director of both parties to the merger. See Note
1. Mr. Powell continues as the Company's sole officer and director post merger.

The Company purchases print materials through Active Media Publishing, Inc. ("AMPI"), an entity wholly owned by Mr. Powell. AMPI has certain arrangements with overseas printing companies, whereby the printing is facilitated to the Company. Agreement with AMPI states processing is at near cost prices on a non-exclusive basis. During the quarterly period ended November 30, 2013, the Company purchased print media in the amount of $3,750.

Keenspot has been paid or accrued commissions in the amount of approximately $917 during the quarterly period ended November 30, 2013.

The Company also from time to time have retained Glass House Graphics, a sole proprietorship owned by David Campiti, our Chief Operating Officer and a member of the Board, to provide creative services for us. The Company paid an aggregate of $12,575 to Glass House Graphics during the quarterly period ended November 30, 2013.

The Company does not own or lease property or lease office space. The officers of the Company provide office and storage space to the Company at no charge through their other ventures.

The Company does not have employment contracts with its key employees, including the controlling stockholder who is an officer of the Company, although it has independent contractor agreements with its other officers.

12

Red Giant Entertainment, Inc. Notes to the Consolidated Financial Statements (Unaudited)

As of December 2013, the Company has retained Chris Crosby, one of the Company's officers and directors, to also serve as web editor for the Company's webcomics. Mr. Crosby will be compensated $1,500 per month for his web editing services, which the Company believe to be substantially less than the compensation the Company would pay for an independent third party to provide such services.

The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties.

NOTE 10 - BUSINESS SEGMENTS

The Company generates revenues from three service offerings: Advertising, Book publishing and Creative. The Company's management measures its performance by revenue lines and does not allocate its selling, general and administrative expenses to each revenue offering. A summary of the lines of revenue are as follows:

                                                For the Three Months Ended
                                                        November 30,
                                              -------------------------------
                                                2013                   2012
                                              --------               --------
Revenues
  Advertising                                 $  1,284               $  1,139
  Book publishing                                2,095                 96,548
  Creative                                           0                  8,250
                                              --------               --------
      TOTAL:                                     3,379                105,937
                                              --------               --------
Cost of Sales
  Advertising                                    1,342                  2,139
  Book publishing                                1,036                 42,135
  Creative                                           0                  3,200
                                              --------               --------
      TOTAL:                                     2,378                 47,474
                                              --------               --------
Gross Margin
  Advertising                                      (58)                (1,000)
  Book publishing                                1,059                 54,413
  Creative                                           0                  5,050
                                              --------               --------
      TOTAL:                                     1,001                 58,463
                                              --------               --------

NOTE 11 - COMMITMENTS AND CONTINGENCIES

Some of the officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts. Additionally, regarding this concern, the Company does not have employment agreements with its key officers and directors.

In the normal course of business, the Company may become a party to litigation matters involving claims against the Company. The Company's management is unaware of any pending or threatened assertions and there are no current matters that would have a material effect on the Company's financial position or results of operations.

NOTE 12 - SUBSEQUENT EVENTS

In December 2013 and January 2014, four convertible debt holders converted an aggregate of $131,095.34 in principal and interest for an aggregate of 63,019,244 shares of the Company's common stock. In December 2013, two debt holders also converted debt owed to them for an aggregate of 17,416,667 shares of the Company's common stock.

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Red Giant Entertainment, Inc. Notes to the Consolidated Financial Statements (Unaudited)

On January 6, 2014, the Company filed a Definitive Information Statement on Schedule 14C (the "Information Statement") and is in process of mailing the Information Statement to stockholders. Under the Information Statement, the following actions were taken by written consent of stockholders holding a majority of the Company's common stock have authorized the following actions, effective 20 calendar days after the date of mailing to the stockholders:

(1) the re-election of the Company's Board of Directors;

(2) the approval of Messineo & Co., CPAs, LLC as the Company's independent auditors for the fiscal year ending August 31, 2014;

(3) the filing of a Certificate of Amendment to Company's the Articles of Incorporation to increase the number of authorized shares of common stock, par value $0.0001 per share from 900,000,000 to 3,000,000,000;

(4) the approval of the Company's 2013 Stock Option Plan adopted by the Board of Directors on December 24, 2013;

(5) the casting of an advisory vote approving the compensation of our named executive officers; and

(6) the casting of an advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers to be every three years.

Management has evaluated subsequent events through the date these financial statements were available to issue, the date of filing with the Securities and Exchange Commission. There was no event of which management was aware that occurred after the balance sheet date that would require any adjustment to, or disclosure in, the accompanying consolidated financial statements.

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

This Quarterly Report on Form 10-Q (this "Quarterly Report") includes "forward-looking statements." All statements, other than statements of historical facts, included in this Quarterly Report which address activities, events or developments which we expect, believe or anticipate will or may occur in the future are forward-looking statements. The word "believes," "intends," "expects," "anticipates," "projects," "estimates," "predicts" and similar expressions are also intended to identify forward-looking statements. Consequently, all of the forward-looking statements made in this Quarterly Report are qualified by these cautionary statements and there can be no assurance that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences or effects on our business operations. We assume no obligation to update publicly, except as required by law, any such forward-looking statements, whether as a result of new information, future events or otherwise.

CRITICAL ACCOUNTING POLICIES

There have been no material changes in our critical accounting policies from those reported in our Annual Report on Form 10-K for our fiscal year ended August 31, 2013, filed with the SEC on December 4, 2013. For more information on our critical accounting policies, see Part II, Item 7 of our fiscal 2012 Annual Report on Form 10-K.

RESULTS OF OPERATIONS

THREE MONTHS ENDED NOVEMBER 30, 2013 COMPARED TO THE THREE MONTHS ENDED NOVEMBER
30, 2012

The three months ended November 30, 2013 were largely spent (i) negotiating the Supply Agreement with Diamond Comic Distributors, Inc. ("DCD") dated November 25, 2013 and effective January 1, 2014; (ii) transitioning our Collected Book line to be distributed through DCD for book store sales and specialty book sales; and (iii) focusing efforts on transitioning from paid-book sales to production of a "Giant-Size" line of titles that will be provided at no charge, with revenue being earned through selling advertising in such Giant-Size titles (collectively, the "Changes").

Due to Changes effect on our operations, we incurred significantly greater operating expenses and significantly lower revenues and profits for the three months ended November 30, 2013 as compared to the three months ended November 30, 2012. Nevertheless, our management believes that the Changes will eventually lead to greater profitably and more stability for our business and our prospects in the future, particularly if we are able to successfully launch or Giant-Size line of titles.

REVENUES. During the three months ended November 30, 2013, revenues were $3,379, a decrease of $102,558 from $105,937 for the three months ended November 30, 2012.

COST OF SALES. During the three months ended November 30, 2013, we incurred cost of sales of $2,378 compared to $47,474 incurred during the three months ended November 30, 2012 (a decrease of $45,096).

GROSS PROFITS. Gross profit decreased from $58,463 during the three months ended November 30, 2012 to $1,001 during the three months ended November 30, 2013.

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OPERATING EXPENSES. During the three months ended November 30, 2013, we incurred operating expenses of $133,862 compared to $20,320 incurred during the three months ended November 30, 2012, an increase of $93,542. This increase occurred primarily due to greater selling and marketing costs and greater general and administrative costs, which were $52,731 and $45,879 the three months ended November 30, 2013, as compared to $1,497 and $3,954 during the three months ended November 30, 2012.

NET LOSS. Our net loss for the three months ended November 30, 2013 was $365,094 compared to a net profit of $38,143 before taxes during the three months ended November 30, 2012, a decrease of $397,537.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4. CONTROLS AND PROCEDURES.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by our Chief Executive Officer and the Chief Financial Officer of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act")) as of November 30, 2013. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow timely decisions regarding required disclosures.

Based on the evaluation, our Chief Executive Officer/Chief Financial Officer concluded disclosure controls and procedures were not effective as of November 30, 2013.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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

* pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets;

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* provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and

* provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Our management assessed the effectiveness of our internal control over financial reporting as of November 30, 2013. In making this assessment, it used the criteria set forth in the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). While this assessment is not formally documented, management concluded that, as of November 30, 2013, our internal control over financial reporting is not effective based on those criteria.

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

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

* We do not have an audit committee or any other governing body to oversee management.

* Documentation of proper accounting procedures is not present and fundamental elements of an effective control environment were not present as of November 30, 2013, including formalized monitoring procedures.

* While we now have five officers, there is still no segregation of duties with respect to internal controls, no management oversight, and no additional persons reviewing control documentation, and no control documentation is being produced at this time.

NO CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

As of the end of the period covered by this Quarterly Report, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that have materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

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PART II
OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

On May 13, 2013, George Sharp ("Plaintiff") filed a Complaint in San Diego Superior Court, Central District, Case No. 37-2013-00048310-CU-MC-CTL, against 14 companies, including us (collectively, "Defendants"). We were served with the Complaint on May 23, 2013. The Complaint alleges that the Plaintiff received unsolicited promotional emails being sent by Defendant, Victory Mark Corp. Ltd., discussing the other 13 corporate Defendants, including us. The Plaintiff is seeking liquidated damages in the amount of $1,000 for each email he received for a total of $1,204,000 collectively for all Defendants. After denial of our Demurrer to the Complaint, we filed an Answer to the Complaint. The Plaintiff has filed a Demurrer to our Answer, which will be heard February 14, 2014.

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

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

ITEM 1A. RISK FACTORS.

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

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

SECOND NOTE TO ICONIC HOLDINGS, LLC ("ICONIC")

On December 20, 2013, we issued Iconic a 10% Secured Convertible Promissory Note in the amount of $25,000 for which we received $17,500 (the "Second Iconic Note") with an original issue discount of $7,500. The Second Iconic Note matures on December 20, 2014 and is convertible into our common stock at the lower of
(i) $0.0033 per share; or (ii) 60% of the lowest trading price of any day during the 20 consecutive trading days prior to the date of conversion. The shares of common stock into which the Second Iconic Note is convertible are not being registered in the Registration Statement.

The Second Iconic Note was issued to Iconic pursuant to the exemption from registration set forth in Section 4(2) of the Securities Act of 1933 and Regulation D promulgated thereunder. Iconic has represented to us that it is an accredited investor and had adequate information about us as well as the opportunity to ask questions and receive responses from our management.

CONVERSIONS OF DEBT

During the three months ended November 2013, we issued to Iconic an aggregate of 2,636,373 shares of our common stock in exchange for debt totaling $62,000.

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In December 2013 and January 2014, four convertible debt holders converted an aggregate of $131,095.34 in principal and interest for an aggregate of 63,019,244 shares of our common stock. In December 2013, two debt holders also converted debt owed to them for an aggregate of 17,416,667 shares of our common stock. All conversions were performed pursuant to the underlying terms of their convertible debt.

STOCK REPURCHASE PLAN

On June 25, 2013, we announced that we had authorized a stock repurchase program permitting us to repurchase shares of our common stock over the next six to 12 months. This stock repurchase program has been terminated in the quarterly period ended November 30, 2013. No repurchases were made in the quarterly period ended November 30, 2013.

1,785,900 shares repurchased under the stock repurchase program prior to the quarterly period ended November 30, 2013 have not yet been returned to authorized but unissued status, but upon doing so, will result in us having outstanding 518,077,170 shares of common stock.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

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

10.1          Share Exchange  Agreement between the Registrant and Diamond Comic
              Distributors dated as of November 25, 2013.

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

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

32 (1)        Certification of Principal Executive Officer and Principal
              Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
              pursuant to section 906 of the Sarbanes-Oxley Act of 2002.

101           The following materials from the Company's Quarterly Report on
              Form 10-Q for the quarter ended May 31, 2013 formatted in
              Extensible Business Reporting Language (XBRL): (i) the Condensed
              Consolidated Balance Sheets, (ii) the Condensed Consolidated
              Statements of Operations, (iii) the Condensed Consolidated
              Statements of Cash Flows and (iv) related notes.

----------

1. Furnished herewith.

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SIGNATURES

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

RED GIANT ENTERTAINMENT, INC.

Date: January 14, 2014                 By: /s/ Benny Powell
                                           -------------------------------------
                                           Benny Powell
                                           Chief Executive Officer & Principal
                                           Executive Officer, Chief Financial
                                           Officer & Principal Financial Officer

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Exhibit 10.1

SUPPLY AGREEMENT

THIS SUPPLY AGREEMENT (this "Agreement") dated as of the 25th day of November, 2013, is made by and between RED GIANT ENTERTAINMENT INC, a Florida based company located at 614 Hwy 50 #235, Clermont, Florida 34711 ("Seller") and DIAMOND COMIC DISTRIBUTORS, INC., a Maryland corporation located at 10150 York Road, Hunt Valley, Maryland 21030 ("Buyer").

W I T N E S S E T H:

WHEREAS, Seller is engaged in the business of publishing, manufacturing, selling, and distributing (i) comic books (collectively, the "Comic Books"),
(ii) related graphic novel, trade paperback and hard-cover books and compilations of the Comic Books (collectively, the "Graphic Novels"), (iii) science fiction, fantasy and horror novels (collectively, the "Novels"), (iv) miniature, role playing and collectible card playing games (collectively, the "Games"), and (v) related merchandise (collectively, and together with the Comic Books, the Graphic Novels, the Novels, the Games, the "Products.") All references herein to "Products" shall refer only to the English-language version thereof; and

WHEREAS, Buyer is engaged in the business of selling and distributing comic books, graphic novels, novels, merchandise and other pop culture items; and

WHEREAS, Seller desires to appoint Buyer as Seller's distributor of the Products in the Book Market (as defined herein) and Direct Market (as defined herein) on the terms and conditions set forth in this Agreement; and

WHEREAS, Buyer desires to accept the appointments as distributor of the Products for Seller in the Book Market and Direct Market on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and undertakings herein contained, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Appointment; Territory.

(a) Seller hereby appoints Buyer as its sole and exclusive distributor worldwide for the sale and distribution of the Products in the Book Market.

"Book Market" shall mean chain book store retailers and their internet affiliates; independent book stores (i.e., stores whose revenues are derived primarily from the sale of books, as opposed to magazines, comic books, or other items); mass-market merchandisers and their internet affiliates; libraries; Amazon.com; and the wholesalers who service those accounts; warehouse clubs and specialty mass merchandisers/retailers.

Seller shall retain the right to sell special edition product directly into regional book fairs and events including Scholastic Book Fairs (collectively referred to as the "Specialty Market"). Seller will notify Buyer of any Specialty Market accounts that they wish to sell to.


(b) Seller hereby appoints Buyer as its sole and exclusive distributor worldwide for the sale and distribution of Products in the Direct Market. "Direct Market" shall mean hobby and specialty game and comic retailers and wholesalers that generally buy on a non-returnable basis and those stores that are presently being served, or of the type being served, through the direct sales channel of distribution (as the term "direct sales" is commonly understood in the comic book industry and which generally refers to sales to retail customers which are solicited in advance and which typically purchase 25 or more comic book titles per month on a non-returnable basis).

(c) Subject to the terms and conditions of this Agreement, Buyer hereby accepts the appointments as Seller's sole and exclusive distributor for the sale and distribution of the Products as set forth in Paragraphs 1(a) and 1(b) hereof (collectively, the "Appointments").

(d) As a part of Buyer's Appointment for the Book Market as set forth in Paragraph 1(a) above, Seller hereby appoints Buyer as its sole and exclusive distributor for the sale and distribution of Products to United Kingdom and international book markets ("UK") Book Market customers under the purchase and payment terms outlined on Exhibit C to this Agreement.

(i) With respect to Products shipped to Buyer's UK distribution facility, which ultimately can not be sold to customers serviced by Buyer's UK distribution facility, such Products will be returned to Buyer's Olive Branch, Mississippi distribution facility and associated freight costs will be deducted from the next Weekly Payment Amount due from Buyer to Seller. Buyer will give Seller 10 days prior notification of the intent to return Products to the United States, and Seller may elect to have Buyer either liquidate or destroy the Products, rather than return them, at Buyers direct cost plus twenty (20) percent.

(ii) Buyer will include all shipments of Products to its UK distribution facility in its regular sales reporting to Seller. Additionally, Buyer will provide Seller with an additional monthly report containing all sales and returns activity of UK Book Market customers, in order to calculate the appropriate additional UK Book Market fees outlined in Exhibit C of this Agreement. Such additional UK Book Market fees will be deducted from the first Weekly Payment Amount payable following the month for which such fees are calculated.

2. Term. The initial term of this Agreement (the "Initial Term") is for three years from the Commencement Date (as defined herein) with respect to Products shipped as of such Commencement Date. Unless terminated earlier in accordance with Paragraph 9 hereof, this Agreement will automatically renew for one-year periods (each, a "Renewal Term"). This Agreement is effective with Products available for shipment as of January 1, 2014, the "Commencement Date". As used herein, "Term" shall mean collectively the Initial Term and any Renewal Terms.

3. Supply.

(a) Subject to Paragraph 3(c) hereof, during the Term, Seller hereby agrees to consign to Buyer, and Buyer hereby agrees to accept from Seller, such amounts of Products as are required to meet Buyer's distribution needs, as such amounts are determined by Buyer in its reasonable discretion.

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(b) Buyer shall place consignment orders (referred to herein as "Shipping Requests") with Seller for all Products to be shipped to Buyer pursuant to the terms of this Agreement through delivery to Seller of a written or electronically transmitted document in the form attached hereto as Exhibit B (the "Purchase Order Form") with such changes as Buyer may make from time to time in its reasonable discretion. Buyer shall deliver such Shipping Requests to Seller to the address provided for notices to Seller in this Agreement, or to such other address as may be provided by Seller to Buyer from time to time. In the event of any conflict between the terms of this Agreement and the Purchase Order Form, the terms of this Agreement shall control.

(c) Buyer will warehouse Products on consignment in a clean, dry, secure, and fire-protected facility.

4. Distribution Services; Additional Services.

(a) As Seller's distributor, Buyer shall perform each of the distribution and marketing services specified on Exhibit A hereto (collectively, the "Distribution Services"). Distribution Services shall be provided free of charge to Seller, except as otherwise specifically set forth on Exhibit A and in Paragraph 6 hereof.

(b) Buyer may also elect, in its sole discretion, to offer services to Seller not specified on Exhibit A hereto (collectively, the "Additional Services"). Seller may elect to obtain any such Additional Services from Buyer in its sole discretion. Seller and Buyer shall agree upon the cost to Seller for such Additional Services in advance, but in no event shall Buyer offer the Additional Services to Seller at a cost in excess of Buyer's direct cost for providing such Additional Service plus 20%. Additional Services do not include those services for which Seller establishes a published price (the "Rate Card Services") that shall be provided based on such Rate Card less 15%.

5. Price for Products.

(a) Seller shall sell Products to Buyer at a discount of 60% off the cover price and shall grant Buyer a freight rebate of 2% off of the retail price for all Products picked up at Seller's domestic manufacturing/printing facility (the "Freight Rebate"), or if Seller ships Products to each of Buyer's distribution centers, Seller will be responsible for all freight and delivery charges. If Seller prints its Products outside of North America, Seller will be responsible for paying all freight, customs and duties charges to deliver the Products to Buyer's Olive Branch, MS distribution center.

(b) In addition to the discounts set forth in Paragraph 5(a) hereof, Seller shall provide Buyer an allowance of 2.5% of the retail price of all Products sold to (i) the Book Market, or (ii) other non-Direct Market customers that place orders after Buyer's sales representatives have solicited such customers (the "Book Market Sales Allowance"). Buyer will provide Seller, included with each Weekly Payment Amount calculation, a listing of Products sold which are subject to the Book Market Sales Allowance along with a computation of the calculated allowance.

6. Payment Terms; Book Market Returns; Etc.

(a) On a weekly basis and within 30 days after Buyer's unofficial weekly "Release Date" to the Direct Market for each Product invoiced, Buyer

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shall pay Seller an amount equal to the Weekly Payment Amount (as defined herein). On a weekly basis and within 60 days after Buyer's unofficial weekly Release Date to the Book Market for each product invoiced, Buyer shall pay Seller an amount equal to the Weekly Payment Amount. The Weekly Payment Amount shall be equal to (i) the retail value of Net Products (as defined herein) sold to Customers (as defined herein) multiplied by 40%, less (ii) the Book Market Service Fee (as defined herein), less (iii) the Book Market Returns Fee (as defined herein), if applicable, less (iv) the Book Market Sales Allowance, less
(v) the Freight Rebate, less (vi) a customer freight fee of 1.25% of retail for those customers who require free freight for deliveries by Buyer, less (vii) Customer "Documented Deductions" (as defined herein). No amounts shall be deducted from the payment owing to Seller relating to uncollectible accounts. Buyer will provide Seller, included with each Weekly Payment Amount a Consignment Sales Report showing the foregoing calculation of the Weekly Payment Amount, including all fee deductions

"Net Products" shall mean total Products sold less credits issued for customer reported damages, shortages and actual returns. "Customers" shall mean collectively Book Market customers and Direct Market customers. Products returned to Buyer from Book Market customers (each a "Book Market Return") will either be returned to the consignment inventory, or removed from inventory as damaged goods, for full credit to Buyer of Buyer's original purchase price less a "Book Market Service Fee" equal to 6% of the retail price of such Book Market Return. In addition, if in any year of the Term of this Agreement Buyer processes Book Market Returns with a credited value in excess of 30% of sales made to the Book Market during such year (the "Trigger Amount"), Seller will pay to Buyer an additional fee of 4% of the invoices credited for Book Market Returns in excess of the Trigger Amount in such year (the "Book Market Returns Fee").

"Documented Deductions" shall mean any deduction taken by a Book Market customer on their remittance where the deduction is calculated based on the cost or value of Products which deduction is not otherwise specifically enumerated in section 6 (a)(i) thru 6 (a)(vi).

(b) In the event that Buyer provides Seller any Distribution Services or other service with respect to which an additional charge is imposed in accordance with Exhibit A, Buyer will send a monthly invoice to Seller for the amount due for such service. Seller shall pay such invoice within 30 days of the date of the invoice. If Seller fails to make payment within 45 days of the date of an invoice, Buyer shall have the right to offset the invoiced amount against any subsequent Weekly Payment Amounts.

(c) Buyer shall keep, maintain, and preserve at Buyer's principal place of business accurate books of account and records covering transactions relating to the Appointments and this Agreement. Seller and/or its duly authorized representative shall have the right, once per year during normal business hours, upon no less than 15 days written notice to Buyer, to examine said books of account and, records for the immediately preceding twelve (12) month period relating specifically to transactions covered by this Agreement. This examination may only take place during the twelve month period following the Agreement's anniversary date and is limited to the previous anniversary year's activity. Seller shall have no right to examine any of said books of account and records which relate to previous anniversary periods unless, for whatever reason, adjustments were made during the current year to those prior year periods. Seller, at Seller's sole expense, may copy any of the material referenced in this Paragraph 6(c). Buyer shall keep all such books of account and records available for at least one year following termination of this Agreement. If any audit conducted by Seller as finally agreed in accordance with

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the terms hereof (including Paragraph 17 hereof) indicates a shortfall in payments to Seller in excess of 5% of the amounts due Seller for any year of the Term of the Agreement, its reasonable direct out-of-pocket costs of the audit (not to exceed the amount of the shortfall) shall be paid by Buyer. In addition, Buyer shall promptly pay the monies finally determined to be due Seller. If any audit conducted by Seller as finally agreed in accordance with the terms hereof (including Paragraph 17 hereof) indicates an overpayment by Buyer in payments to Seller for any year of the Term of the Agreement, Buyer shall have the right to offset the overpayment amount against any subsequent Weekly Payment Amounts.

(d) In the event that at any time or from time to time during the Term, one or more of Buyer's Book Market customers require that Buyer sell Products to them at a higher base discount (for example, a customer requires a 55% discount rather than a 52% discount), Buyer shall notify Seller of such requirement. Seller shall, within ten (10) days of such notification by Buyer, notify Buyer of its election to either (i) have Buyer continue sales under this Agreement to such customer, in which event Buyer may deduct such percentage increase from the Weekly Payment Amount otherwise payable, or (ii) have Buyer discontinue sales to such customer.

(e) In addition to the deductions made in calculating the Weekly Payment Amount (as provided above), Buyer may deduct those amounts necessary for Buyer to establish and maintain a reserve account for Product returns from the Book Market channel only (the "Returns Reserve") in an amount which shall at all times be at least equal to 30% of sales of Products during, at the option of Buyer, either (i) the immediately preceding twelve (12) month period, or (ii) the immediately succeeding (12) month period based on reasonable forecasts.

7. Title And Risk Of Loss; Inventory.

(a) All Products are to be held by Buyer on consignment, and remain the property of Seller until sold by Seller through Buyer. Seller shall retain title to Products while they are stored in Buyer's distribution center, which title will pass to customers in accordance with Diamonds Terms of Sale. Buyer will cooperate with Seller in the execution of any financing statements or continuations or amendments to financing statements Seller reasonably deems necessary to provide adequate notice of its rights as consignor hereunder, naming Buyer as consignee or debtor, and identifying the Products as consigned goods, and further authorizes Seller to file such financing statements in all filing offices Seller reasonably deems appropriate, provided that Seller provides Buyer with reasonable advance notice and copies of all such filings.

(b) Seller will be responsible for all personal property, inventory and other taxes associated with Products distributed by Buyer under this Agreement. Seller is also responsible for the quality of the Products and that Products have been tested to comply with various local, state, national and international laws.

(c) Seller shall retain all risk of loss or damage with respect to Products while they are located in Buyer's distribution centers except where such damage or loss results from Buyer's gross negligence and shall maintain all insurance with respect thereto. Buyer shall have no obligation to insure against, nor bear liability for, any loss due to damage to, destruction of, or normal shrinkage and deterioration of, any Product during such time. Notwithstanding anything to the contrary set forth herein, loss or damage to Products resulting from normal shrinkage and deterioration shall be the responsibility of Seller, provided, however, that in the event that "normal

5

shrinkage and deterioration" exceeds two percent (2%) of the total units of Products shipped to Buyer's distribution centers during any year, Buyer shall reimburse Seller for the printing costs associated with the units subject to shrinkage and deterioration in excess of the two percent (2%) threshold The parties acknowledge and agree that the following shall not constitute shrinkage or deterioration which would be factored into the calculation of the two percent (2%) threshold above or for which Buyer would otherwise be liable: (i) disputed shortages of Product; (ii) Products called in as damaged by customers; (iii) returns of Products to the extent the amount of such returns are in dispute; and
(iv) books deemed as "hurts" and unsaleable in the normal course of business. All loss or damage to the value of Products while in the custody of Buyer resulting from Buyer's gross negligence will be the responsibility of Buyer, provided that such loss or damage shall not exceed the printing costs associated with sum of (i) the printing costs associated with the Products that are lost or damaged [and (ii) Seller's actual cost of shipping such Products to Buyer's distribution center].

(d) Products will be stored free of charge for 90 days from the original on sale period. Following this initial 90 day period, all Products maintaining sales of at least $1,000 at retail per month, will be stored in reasonable quantities to be mutually agreed upon at no cost to Seller. Any Product which falls below the level of $1,000 monthly sales at retail, Buyer will charge Seller a fee of $.40 cents per carton.

(e) Buyer will not maintain in inventory books deemed as "hurts" and unsaleable in the normal course of business. Hurt books will either, at the sole discretion of Buyer be (i) sold at such price as determined by Buyer with the proceeds from this sale divided equally 50/50 between Seller and Buyer, (ii) disposed of, at the sole cost and expense of Seller, or (iii) returned to Seller, at Seller's sole cost and expenses.

(f) If Buyer is requested by Seller to ship Product as a No Cost Replacement (as defined herein) then Buyer will charge Seller $15.00 per order, $2.00 per title and $.25 for each SKU shipped. "No Cost Replacement" shall mean Products and items distributed on behalf of the Seller that are not purchased by a Customer. Buyer agrees to distribute Seller's promotional comic line, consisting of cartons of 50 books, to participating "Direct Market" retailers for a cost of $6 per carton.

8. Intellectual Property.

(a) Seller hereby represents and warrants to Buyer that it owns or has a valid license for all rights, including intellectual property rights, required for the distribution of the Products by Buyer, including all required patents, trademarks (registered or unregistered), service marks, trade names, assumed names, copyrights and all applications therefor (collectively, the "Intellectual Property"). The performance by Buyer of its obligations hereunder will not infringe upon the Intellectual Property or any other rights of any third party. The execution, delivery and performance of this Agreement by Seller will not breach or conflict with any agreement between Seller and any third party.

(b) Buyer acknowledges Seller's exclusive right, title, and interest in and to the Products and related trademarks, service marks, and any registrations that have been issued or may be issued to Seller (collectively, the "Trademarks") and Buyer will not at any time knowingly do or cause to be done any act or thing contesting or impairing any part of such right, title, and interest. All rights in the Trademarks are reserved to Seller for its own use

6

and benefit. Buyer acknowledges that Buyer shall not acquire any rights whatsoever in the Trademarks as a result of Buyer's use thereof, and that use of the Trademarks by Buyer shall inure to the benefit of Seller.

(c) In connection with Buyer's use of the Trademarks, Buyer shall not in any manner represent that Buyer has any ownership in the Trademarks, or in any material supplied to Buyer or created by Seller pursuant to this Agreement. Buyer agrees that Buyer shall not at any time apply for any registration of any copyright, trademark, service mark, or other designation, nor file any document with any governmental authority, or to take any action that would affect the ownership of the Trademarks or Seller's copyrights or other intellectual property.

(d) Except as otherwise provided herein, upon termination of this Agreement, Buyer will not at any time thereafter adopt or use without Seller's prior written consent, any word or mark which is identical or confusingly similar to the Trademarks.

(e) Buyer shall, or shall cause to be, permanently affixed to all advertising, promotional, and display material incorporating or relating to the Products and/or their contents in a reasonably prominent position in the following order and in the manner specified in the following clause:

"(C)and(TM)2013 RED GIANT ENTERTAINMENT INC, All Rights

Reserved."

(f) Buyer shall use no markings, legends, or notices on or in association with the Products, including advertising, other than as specified above and any notices as may from time to time be specified by Seller, without obtaining Seller's prior written approval.

(g) The obligations set forth in this Paragraph 8 shall survive the termination of this Agreement.

9. Termination.

(a) Either party may terminate this Agreement by providing the other party with at least 90 days prior written notice of its intent to terminate this Agreement upon the expiration of the Initial Term or the then current Renewal Term.

(b) Either party may terminate this Agreement prior to the expiration of the Term upon 45 days prior written notice to the other party if the other party has materially defaulted under the terms of this Agreement and has not cured such default during such 45-day notice period. Notwithstanding the foregoing, in the event of any material default by a party hereunder, which default is incapable of cure during such 45-day period, the defaulting party shall have an additional 75 days to cure such default, provided, however, that such defaulting party is diligently attempting to cure such default. Such extended cure period shall not apply to the payment of amounts owed by a party under this Agreement.

(c) Notwithstanding Paragraph 9(b) hereof, this Agreement shall immediately terminate, upon receipt of written notice if:

(1) Buyer fails to abide by the terms of Paragraph 8 within 15 days after receipt of written notification of a violation of Paragraph 8;

7

(2) Buyer fails to pay amounts owed to Seller within the time stated in this Agreement and such failure continues for more than 15 days after Seller provides written notice to Buyer that such amounts are owing to Seller;

(3) A party attempts to assign or sublicense any or all of the rights or obligations under this Agreement, other than to an affiliate, without the prior written approval of the other party;

(4) Buyer consummates a transaction or series of related transactions which cause the holders of the ownership interests in Buyer as of date of this Agreement to beneficially own less than fifty percent of the voting rights in Buyer; or

(5) Either Buyer or Seller files a petition in bankruptcy, is adjudicated a bankrupt, has a petition in bankruptcy filed against it (which is not dismissed within 60 days), becomes insolvent, makes an assignment for the benefit of its creditors or an arrangement pursuant to any bankruptcy law or other similar laws regarding insolvency, discontinues its business, or has a receiver appointed for it or its business, or any similar event has occurred with respect to Buyer or Seller.

10. Effect of Termination.

(a) Upon termination of this Agreement, all rights granted to Buyer hereunder shall immediately terminate, Seller shall be free to appoint others to act as distributor for Seller in the sale and distribution of Products, Buyer shall have no right to remainder Products, and Buyer shall have no further right to exploit or in any way deal with the Products, including, without limitation, the distribution of Products to Customers who have submitted orders to Buyer prior to the termination of this Agreement

(b) If this Agreement is terminated as a result of a default by Buyer under this Agreement, all amounts owed to Seller shall become due and payable in the normal course. Seller shall have no further obligations to Buyer, monetarily or otherwise, other than for credits, allowances and payments otherwise due under this Agreement as of the date of termination. Seller reserves the right of offset of what is due Seller from Buyer against what Buyer owes Seller.

(c) If this Agreement is terminated as a result of a default by the Seller under this Agreement, all amounts owed to Buyer shall become due and payable in the normal course. Buyer shall have no further obligations to Seller, monetarily or otherwise, other than for credits, allowances and payments otherwise due under this Agreement as of the date of termination. Buyer reserves the right of offset of what is due Buyer from Seller against what Seller owes Buyer.

(d) Except as provided herein, the termination of this Agreement shall not relieve or release any party from any of its obligations existing prior to such termination. Upon termination of this Agreement, title to all material containing the Trademarks, or Seller's copyrights, service marks, or similar rights shall be deemed to have automatically vested in Seller. Unless otherwise agreed to by Seller, Buyer shall immediately deliver such material to Seller, at Seller's cost. Buyer, at Seller's option, may destroy such material at Seller's

8

cost, and upon such destruction furnish Seller a certificate of destruction satisfactory to Seller and signed by an officer of Buyer.

(e) In the event of expiration or termination of this Agreement by either party, Buyer shall accept returns of Sellers Products distributed to Book Market customers (including U.K. Book Market customers) for ninety (120) days following the effective date of termination (the "Returns Period"). In no event shall Buyer have any right or obligation to accept any returns after the Returns Period. Buyer may withhold, from amounts otherwise due with respect to sales of Sellers Products to Book Market customers made in each of the three (3) full calendar months immediately preceding the effective date of termination or expiration, a percentage of such amounts otherwise due, such percentage to serve as a reserve for returns (the "Returns Reserve") that Buyer may receive from Book Market customers during the Returns Period. The percentage referred to in the preceding sentence shall be equal to the following fraction:

(i) returns of Publisher Books, based on credit value, for the twelve
(12) months immediately prior to the effective date of termination or expiration; divided by

(ii) gross sales to Bookstores for such twelve-month period.

Any portion of the Returns Reserve that is not applied to credits issued for actual returns received by Buyer during the Returns Period shall be owed to Seller, and any amount by which the Returns Reserve is insufficient to cover credits issued for actual returns received by Buyer during the Returns Period shall be owed to Buyer. Buyer shall produce a final settlement statement within sixty (60) days after the end of the Returns Period and the appropriate party will settle the balance within sixty (60) days after such final statement is sent by Buyer. After the Returns Period, Seller shall pay Buyer any amounts which any customer refuses to pay to Buyer on account of Sellers Products shipped to such customer by Buyer due to any deduction claimed by such customer for returns which such customer makes after the Returns Period or in connection with any dispute over the customer's right to return any Sellers Product after the Returns Period, but only to the extent that Buyer has not been able to recoup such amount from the Returns Reserve or through a credit against amounts due to Seller from Buyer.

(f) In the event of termination of the Agreement by either party, Buyer shall have the right to offset any amount owed to Seller under this Agreement against any amounts owed to Buyer or any affiliate of Buyer under any other agreements with Seller or its affiliates. If Buyer feels Seller will not be able to compensate Buyer for outstanding amounts due for which offset is not possible (including exposure for Book Market customer returns) Buyer has the right to sell or remainder consignment inventory to recoup monies owed.

(g) Promptly upon termination of this Agreement, Seller will remove at its own expense all Products held on consignment ("Inventory") from Buyer's distribution center. If Seller fails to remove such Inventory within sixty (60) days after the later of the termination of this Agreement and written demand from Buyer that such Inventory be removed, Buyer shall have the right either to dispose of such Inventory as it deems best or to destroy such Inventory. Upon termination of this Agreement and in accordance with Section 1.d, Buyer will

9

return the UK consignment and returned Book Market Products to Buyer's Olive Branch center. If Seller prefers this UK Product to be destroyed, Buyer will do so at Seller's request and at Seller's sole cost and expense.

11. Notices. All notices given to a party hereunder must be given in writing and (a) delivered in person, (b) mailed by certified or registered mail, postage prepaid, return receipt requested, or (c) sent by recognized overnight, express, or other prepaid receipted courier delivery service, as follows:

If to Seller:

RED GIANT ENTERTAINMENT INC
614 E Hwy 50 #235
Clermont, FL 34711

Attention: ???

Fax: (352 989-4521

If to Buyer:

Diamond Comic Distributors, Inc.
10150 York Rd
Hunt Valley, Maryland 21030

Attention: Chief Operating Officer Fax: (410) 560-7151

or to such other address as either party shall have designated in a notice to the other party. Each such notice shall be effective (i) if given by telecommunication, when transmitted to the appropriate number and the appropriate answer back is received, or (ii) if given by any other means, upon receipt.

12. Release. By signing this Agreement, Seller waives and releases any claims it has against Buyer as of the date of this Agreement. In addition, as of the commencement of any Renewal Term under this Agreement, Seller waives and releases any claims it has against Buyer as of the commencement of such Renewal Term (except those claims of which Buyer has received written notice from Seller prior to the commencement of the Renewal Term and any claims arising from Seller auditing the last twelve months books and records of Buyer as described in section 6.c).

13. Independent Contractors; No Third Party Rights. Seller and Buyer are contractors independent of one another, and neither has the authority to bind the other to any third person or otherwise to act in any way as the representative of the other, unless otherwise expressly agreed to in writing signed by both parties hereto. Nothing set forth herein shall constitute a joint venture, partnership or similar relationship between Buyer and Seller. Nothing contained in this Agreement shall give or is intended to give any rights of any nature to any third party.

14. Force Majeure. Neither party shall be liable to the other for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to acts of God, public enemy, civil war, strikes or labor disputes or any other cause beyond that party's control. The party limited

10

by a force majeure agrees to notify the other promptly of the occurrence of any such cause and to carry out the terms of this Agreement as promptly as practicable after such cause is terminated.

15. Assignment; Binding Effect. Seller may assign the right to receive payments under this Agreement to any other person or entity upon written notice to Buyer and may assign this Agreement to any affiliate organized for the purpose of publishing the Products. Buyer may assign this Agreement to any affiliate of Buyer organized for the purpose of conducting substantially all of Buyer's distribution activities. Notwithstanding the foregoing, this Agreement, and the rights and obligations of each party hereto, shall not be assigned without the prior written consent of the other party, which consent shall not be unreasonably withheld. Any purported assignment by a party in contravention of this Paragraph 15 shall be void and shall constitute material breach of this Agreement. All terms and provisions of this Agreement shall be binding upon, and inure to the benefit of, and be enforceable by Seller and Buyer and their respective successors, permitted assigns, and legal representatives.

16. Entire Agreement; Modification. This Agreement and any Exhibits attached hereto constitute the entire Agreement between the parties with respect to the subject matter hereof, and supersede all other prior oral and written representations, agreements, or understandings between them relating thereto. This Agreement and any Exhibits attached hereto (other than Buyer's Purchase Order Form, which may be modified by Buyer from time to time) may not be modified, altered or changed except by an instrument in writing signed by both parties. The failure of either Seller or Buyer to enforce, or the delay by Seller or Buyer in enforcing any of said party's rights under this Agreement shall not be deemed a waiver or continuing waiver, and said party may, within such time as is provided by applicable law, commence appropriate suits, actions, or proceedings to enforce any or all such rights.

17. Applicable Law. This Agreement shall be deemed to have been entered into in the State of Maryland and shall be interpreted and construed in accordance with the laws of the State of Maryland applicable to agreements executed and to be fully performed therein. Both parties will attempt to resolve disputes and other problems regarding this Agreement with communication and respect for the interests of the other party. In the event of a dispute which the parties are unable to resolve, the parties will attempt to agree on a single arbitrator. Such disputes will be submitted to the selected arbitrator and will take place in Baltimore, Maryland in accordance with the rules and regulations of the American Arbitration Association. The decision of such arbitrator will be final and binding on the parties hereto, and it may be enforced in any court of jurisdiction. In the event that the parties are unable to agree on a single arbitrator within thirty (30) days after a request by a party for an agreement on an arbitrator, the parties shall be entitled to all rights and remedies to which such parties may be entitled at law or in equity

18 Survival. All payment obligations hereunder and all obligations under Paragraphs 8 and 21 hereof shall survive the termination of this Agreement.

19. Severability. In the event that any provision of this Agreement, or any portion hereof, shall be declared invalid or unenforceable by a court of competent jurisdiction in any jurisdiction, such provision, or portion thereof, shall, as to such jurisdiction, be ineffective to the extent declared invalid or unenforceable without affecting the validity or enforceability of the other provisions of this Agreement, or any portion thereof, and the remainder of this Agreement shall remain binding on the parties hereto. However, in the event that any such provision, or any portion thereof, shall be declared unenforceable because of its scope, breadth, or duration, then it shall be automatically modified to the scope, breadth, or duration permitted by law and shall be fully

11

enforceable in such jurisdiction as so modified as if such modification was made upon the effective date of this Agreement.

20. Limitation of Liability. In no event shall BUYER be liable for any indirect, special, consequential or punitive damage of any kind or nature, including lost profits, arising out of this Agreement, whether based in contract, tort (including negligence) or strict liability, EXCEPT AS SET FORTH IN PARAGRAPH 21 HEREOF.

21. Confidentiality.

(a) The parties agree to use reasonable commercial efforts to keep confidential and not disclose the existence or terms of this Agreement without the prior written consent of the other party.

(b) In connection with the performance of its obligations hereunder, Buyer will be provided with access to certain information regarding Seller, including oral and written legal, business, financial and other information, ideas and data, in written, oral, electronic, photographic and/or other forms concerning Seller (collectively "Seller Confidential Information"). Such Seller Confidential Information shall be used by Buyer solely for the purpose of performing its obligations hereunder. The Seller Confidential Information is proprietary and confidential to Seller and is, and shall remain, the property of Seller. Buyer and its employees and agents shall hold the Seller Confidential Information in strict confidence and shall not, without the prior written consent of Seller, disclose or release the Seller Confidential Information to either (a) persons within its organization not having a legitimate need to know, or (b) persons outside its organization. Upon written request from Seller, Buyer will and will cause its employees and agents to deliver promptly to Seller all documents (and all analyses, copies, extracts or summaries thereof) furnished to Buyer or its employees or agents by or on behalf of Seller pursuant hereto. All other Seller Confidential Information not returned to Seller, including all Seller Confidential Information prepared by Buyer or its employees or agents, shall be destroyed and no copy thereof shall be retained and, upon request, Buyer shall certify in writing to Seller that such action has been taken. Notwithstanding the return or destruction of the Seller Confidential Information, Buyer and its employees and agents will continue to be bound by its obligations of confidentiality hereunder.

(c) In connection with the performance of its obligations hereunder, Seller will be provided with access to certain information regarding Buyer, including oral and written legal, business, financial and other information, ideas and data, in written, oral, electronic, photographic and/or other forms concerning Buyer (collectively "Buyer Confidential Information" and, together with Seller Confidential Information, the "Confidential Information"). Such Buyer Confidential Information shall be used by Seller solely for the purpose of performing its obligations hereunder. The Buyer Confidential Information is proprietary and confidential to Buyer and is, and shall remain, the property of Buyer. Seller and its employees and agents shall hold the Buyer Confidential Information in strict confidence and shall not, without the prior written consent of Buyer, disclose or release the Buyer Confidential Information to either (a) persons within its organization not having a legitimate need to know, or (b) persons outside its organization. Upon written request from Buyer, Seller will and will cause its employees and agents to deliver promptly to Buyer all documents (and all analyses, copies, extracts or summaries thereof) furnished to Seller or its employees or agents by or on behalf of Buyer pursuant hereto. All other Buyer Confidential Information not returned to Buyer, including all Buyer Confidential Information prepared by Seller or its employees or agents, shall be

12

destroyed and no copy thereof shall be retained and, upon request, Seller shall certify in writing to Buyer that such action has been taken. Notwithstanding the return or destruction of the Buyer Confidential Information, Seller and its employees and agents will continue to be bound by its obligations of confidentiality hereunder.

(d) Notwithstanding anything to the contrary set forth in this Paragraph 21, the obligations of Paragraph 21 do not apply to the following:

(1) disclosures (A) required by law, required to implement the terms of this Agreement, or necessary to enforce a party's rights under this Agreement, or (B) to the parties' respective counsel, accountants and financial advisors, provided that (y) in the case of the foregoing clause (A) the non-disclosing party shall be provided with notice and an opportunity to review any disclosure required by applicable law or regulation prior to its publication and
(z) in the cases of the foregoing clauses (A) and (B) the receiving party is informed of the confidential nature of such matters, is instructed to keep them confidential and is liable for any unauthorized disclosure; and

(2) Confidential Information that (A) at the time of an alleged breach hereof is part of the public domain (other than as a result of a breach of confidentiality obligations by the disclosing party), (B) has been disclosed, at the time of an alleged breach hereof, by the non-disclosing party to third parties without restrictions on disclosure, (C) has, at the time of an alleged breach hereof, been received by the disclosing party from a third party without breach of a nondisclosure obligation of the third party, or (D) has been independently developed by the disclosing party without access to the non-disclosing party's Confidential Information.

(e) The parties acknowledge and agree that there would be no adequate remedy at law for, and that irreparable harm would result from, any material breach of the provisions of this Paragraph 21. Accordingly and notwithstanding the provisions of Paragraph 17 hereof, in the event of such a breach by one party, the other party shall be entitled to injunctive relief and to specific enforcement of the terms and provisions hereof, in addition to any other remedy to which such other party may be entitled at law or in equity. It is further understood and agreed that no failure to exercise, or delay in exercising, any right, power or privilege hereunder shall operate as a waiver thereof, and no single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise of any such right, power or privilege. If any action is initiated to enforce any of the provisions hereof, the prevailing party shall be entitled to reimbursement of all costs and expenses, including the reasonable fees and expenses of legal counsel, incurred by it in connection therewith.

22. Headings and Construction.Captions and headings contained in this Agreement have been included for ease of reference and convenience and will not be considered in interpreting or construing this Agreement. This Agreement will not be interpreted or construed in any particular manner based on considerations as to which party drafted this Agreement.

13

23. Counterparts; Facsimile Signature Pages. This Agreement may be executed in counterparts, each of which will be deemed to be an original and all of which together will be considered one and the same instrument. Delivery of an executed signature page to this Agreement by facsimile transmission shall be effective as delivery of a manually signed counterpart of this Agreement.

{SIGNATURES APPEAR ON THE FOLLOWING PAGE}

14

IN WITNESS WHEREOF, the parties have caused this Supply Agreement to be executed and effective as of this 25th day of November 2013 and do each hereby warrant and represent that their respective signatory whose signature appears below has been and is on the date of this Agreement duly authorized by all necessary and appropriate corporate action to execute this Agreement.

RED GIANT ENTERTAINMENT INC

By:  /s/ Benny R. Powell
     -----------------------------------------
Name: Benny R. Powell
      ----------------------------------------
Title:  CEO
    ------------------------------------------

DIAMOND COMIC DISTRIBUTORS, INC.

By:  /s/ Larry R. Swanson
     -----------------------------------------
Name: Larry R. Swanson
      ----------------------------------------
Title: Treasurer
    ------------------------------------------

15

EXHIBIT A

Buyer agrees to exercise commercially reasonable efforts in the performance of distribution and marketing services on behalf of Seller during the Term. All defined terms used in this Exhibit A shall have the same meaning as defined in the Supply Agreement by and between Buyer and Seller of even date herewith (the "Agreement"), unless otherwise specified herein. Unless otherwise specified herein, (a) all terms used herein to describe distribution and marketing services shall have the meaning customarily ascribed to them in the business of distributing Products to Customers; and (b) Buyer shall receive no fee or other compensation for any such Distribution Services other than the allowances specified in this Agreement. In addition to the items set forth below, Buyer shall provide Seller with a wide range of core distribution, marketing and consulting services in a manner consistent with industry standards, including communicating Customer feedback and market information to Seller. In addition, Buyer shall assist Seller in the development of programs and products and other similar services, at no fee, provided that (i) the service does not require customized computer programming and (ii) can reasonably be performed by the Brand Manager (as described in Section 4 below).

1. Buyer shall perform the following marketing services:

(a) Produce, publish and distribute a monthly catalog currently known as Diamond Previews), suitable for consumers and retailers of Products offered by Buyer to the Direct Market. With respect to each such catalog, Buyer shall reserve space for the listing of Products in the appropriate sections of each such catalogue during the Term.

(b) Seller may purchase additional advertising space in the publication referred to in Paragraph 1(a) above at 15% off Buyer's published advertising rates.

2. Buyer will assign a brand manager (the "Brand Manager") to act as a liaison between Seller and all Buyer departments. Buyer will also assign a sales representative to act as Seller's sales representative to the Book Market ("Sales Rep"). The Brand Manager and Sales Rep may be the same person. Buyer shall make a reasonable effort to accommodate Seller's request for the person to act as the Sales Rep.

3. To the extent Buyer has a presence at major comic industry trade show events or book industry trade show events in North America (such as the San Diego Comic Con, New York Comic Con, Chicago Comic Con, American Library Association Conference, and Book Expo America convention), Buyer, at no charge to Seller, shall have present a sales rep and shall display and promote selected Products as appropriate for the type of event.

4. To the extent Buyer produces a catalog or advertising booklet for distribution in the Book Market or for book industry trade show events, Buyer


shall provide Seller, at no charge to Seller, a reasonable amount of editorial content to be provided by Seller as determined in Buyer's sole discretion.

5. The Supply Agreement, including all amendments, attachments, and exhibits thereto, is hereby incorporated by reference into this Exhibit A.

RED GIANT ENTERTAINMENT INC

By:  /s/ Benny R. Powell
     -----------------------------------------
Name: Benny R. Powell
      ----------------------------------------
Title:  CEO
    ------------------------------------------
Date: November 25, 2013
     -----------------------------------------

DIAMOND COMIC DISTRIBUTORS, INC.

By:  /s/ Larry R. Swanson
     -----------------------------------------
Name: Larry R. Swanson
      ----------------------------------------
Title: Treasurer
    ------------------------------------------
Date: December 6, 2013
     -----------------------------------------


EXHIBIT B

PURCHASE ORDER TERMS

Diamond Comic Distributors, Inc.'s Purchase Order Terms are to be maintained by Vendor in its permanent file and all orders placed by Diamond Comic Distributors, Inc. with Vendor shall be accepted by Vendor under the terms and conditions of this document. These Purchase Order Terms supersede all prior written or oral agreements.

Diamond Comic Distributors, Inc. ("DCD") shall place all orders with Vendor by any number of means including, but not limited to, mail, courier, facsimile transmission or other electronic means, and all such orders shall be construed as being subject to this document.

Vendor shall be deemed to have accepted Diamond's Purchase Order under the terms and conditions stated herein unless Vendor notifies the DCD Order Processing Department in writing within five (5) days of its receipt of the Purchase Order. Upon notification DCD will either cancel the existing Purchase Order and decide whether to place a new Purchase Order, or accept the product on a returnable basis subject to fees and conditions outlined below.

If the product and/or invoice is received with a different retail price, terms, or other documentation than stated on the Purchase Order, DCD may accept the most favorable terms and/or pay the lower of the two prices, and all products will be fully returnable.

In the event DCD accepts products on a returnable basis, DCD reserves the right, at its sole discretion, to withhold payment for such products, for up to 120 days from receipt of goods, and impose on Vendor a processing fee of $100.

Vendor shall include a packing list with each shipment to include title, DCD item code, quantity shipped and DCD's purchase order number.

Upon shipment of product, an invoice must be sent to:

Diamond Comic Distributors, Inc. 1966 Greenspring Drive - Suite 300 Timonium, MD 21093

(Invoices should not be included with shipments, as this will result in delay of payment.)

Notwithstanding orders for Themed Products (as hereinafter defined), any Purchase Order for a product which Diamond is ordering for the first time ("Initial Order") shall be valid for a period of thirty (30) days after the Vendor solicited ship month, after which date the Purchase Order shall be void and of no further force or effect.

If a Purchase Order is placed after the Initial Order for the same product ("Reorder") the Reorder must ship within fourteen (14) days of delivery of the Initial Order shipment, or within fourteen (14) days of the order date printed


on the Reorder, whichever is later. Any such reorders that do not ship within the above described time frame will be canceled, or if indicated by DCD in writing, accepted on a fully returnable basis.

DCD requires that any and all items that are related to holidays or other media events ("Themed Products") must ship at least twenty one (21) days prior to said holiday or event. Any such Themed Products that do not ship within the above described time frame will be canceled, or if indicated by DCD in writing, accepted on a fully returnable basis.

In the event Vendor ships product to DCD which has not been ordered by DCD, Vendor assumes all risk for the product. DCD shall be under no obligation to receive, store, secure, inventory, or return such unsolicited product to Vendor. DCD shall not be obligated to make any payment for such unsolicited product under any circumstances.

By accepting DCD's Purchase Order, Vendor hereby warrants to DCD that (i) it owns all rights to market and sell the products to DCD as described in the Purchase Order; (ii) said products will be of good and salable quality; and are free of all liens, claims and encumbrances; (iii) said products conform to affirmations of fact made by Seller in its solicitations, catalogs and product descriptions; and (iv) said products are adequately contained, packaged and labeled in compliance with law and conform to the promises and affirmations of fact made on the container and label. Vendor further agrees to indemnify and hold DCD, its agents, affiliates and subsidiaries (collectively "DCD") harmless, from and against any loss, damage or expense suffered by DCD, including reasonable attorneys' fees and costs, by reason of breach by Vendor of the warranties contained herein or any act or omission of Vendor or allegation of trademark, copyright or patent infringements, defects in material, workmanship or design, personal injury, property damage, unfair competition, obscenity, libel or other invaded right, either alone or in combination, and any settlement, judgment or payment with respect to any claim, lawsuit or cause of action against DCD as a result thereof. In addition to and not in limitation of any rights DCD may have under this paragraph, by law or statute, in the event a claim or allegation is made against DCD regarding any of the above or if Vendor breaches the warranties contained herein, DCD shall have the right, in its sole discretion, to either receive quantities DCD ordered, cancel the Purchase Order without further obligation on its part, or return the products to the Vendor for a full refund. Vendor shall reimburse DCD for all costs incurred due to the above.

Shipments of product shall be delivered F.O.B. to the location(s) designated on the Purchase Order, unless other arrangements have been agreed to by DCD, in writing.

Shipments from International Vendors must be shipped "delivered duty paid (DDP)".

Should failure of Vendor to follow DCD's shipping instructions result in freight cost in excess of what would have been incurred using the given instructions, Vendor shall reimburse DCD for the difference in cost.


The Purchase Order shall be governed by the laws of the State of Maryland, excepting the conflict of law rules of the State. In the event of any litigation arising out of the Purchase Order, Vendor hereby agrees that jurisdiction and venue shall rest exclusively within the courts of the State of Maryland, including the United States District Court for the District of Maryland.

If any term or provision of these Purchase Order Terms are held by a court to be invalid, void, or unenforceable, the remainder of the terms and provisions of these Purchase Order Terms shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

Vendor shall not assign or transfer the Purchase Order or any part thereof or any right here/thereunder without DCD's prior written consent.

These Purchase Order Terms are intended by the parties to be a final, exclusive and complete statement of the terms of their agreement, and acceptance is expressly limited to the terms stated herein. Neither trade usage nor any terms and conditions that may be contained in any acknowledgment, invoice or other documentation of Vendor, nor course of prior dealing between the parties shall be relevant to supplement or explain any terms used in the Purchase Order. Should Vendor have any questions as to the meaning of any terminology or phrasing used in these Purchase Order Terms, Vendor shall get clarification from
DCD. DCD's Purchase Order Terms shall constitute the entire agreement between the parties and may not be modified or rescinded except by a writing signed by both parties.


EXHIBIT C

Red Giant Summary of Key Deal Points

                           US & UK            US Non-Direct       UK Book
                         Direct Market           Market           Market
                         -------------           ------           ------

Product Category             All                  All               All

Section 5 (a)
Base Discount 60% 60% 60%

Section 6 (a)
Base Days 30 30 30

Section 6 (a)
Early Pay Discount
Seller's Option 0 0 0

Section 6 (a)
Early Pay Days Seller's
Option 0 0 0

Section 5 (a)
Freight Rebate 2% 2% 2%

Section 5 (b)
Section 6 (a) Book
Market Sales
Allowance 0 2.5% 2.50%

Section 6 (a) Book
Market Service
Fee (Retail) 0 6% 6%

Section 6 (a)
Returns Cap N/A 30% 30%

Section 6 (a)
Returns Fees N/A 4% 4%

RED GIANT ENTERTAINMENT INC

By:  /s/ Benny R. Powell
     -----------------------------------------
Name: Benny R. Powell
      ----------------------------------------
Title:  CEO
    ------------------------------------------
Date: November 25, 2013
     -----------------------------------------

DIAMOND COMIC DISTRIBUTORS, INC.

By:  /s/ Larry R. Swanson
     -----------------------------------------
Name: Larry R. Swanson
      ----------------------------------------
Title: Treasurer
    ------------------------------------------
Date: December 6, 2013
     -----------------------------------------


Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,
RULES 13a-14(a) AND 15d-14(a)
AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Benny R. Powell, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended November 30, 2013 of Red Giant Entertainment, Inc. (the "registrant").

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

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

4. As the registrant's sole certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

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

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

Date:  January 14, 2014


/s/ Benny R. Powell
------------------------------
Benny R. Powell,
CEO
(Principal Executive Officer)


Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,
RULES 13a-14(a) AND 15d-14(a)
AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Benny R. Powell, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended November 30, 2013 of Red Giant Entertainment, Inc. (the "registrant").

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

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

4. As the registrant's sole certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

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

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

Date:  January 14, 2014


/s/ Benny R. Powell
------------------------------
Benny R. Powell,
CFO
(Principal Financial Officer)


Exhibit 32

CERTIFICATIONS PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Red Giant Entertainment, Inc. (the "Company") on Form 10-Q for the period ending November 30, 2013 as filed with the Securities and Exchange Commission on the date hereof, the undersigned, Benny R. Powell, CEO, President, and Chief Financial Officer, of the Company, certifies, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that:

1. The report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: January 14, 2014


/s/ Benny R. Powell
-------------------------------------------
Benny R. Powell,
CEO, President, Chief Financial Officer
(Principal Executive and Financial Officer)

This certification accompanies the Report pursuant to Rule 13a-14(b) or Rule 15d-14(b) under the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section. This certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that the Company specifically incorporates it by reference.