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

Form 10-K

(Amendment No. 2)

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

For the Fiscal Year Ended August 31, 2013

[ ] 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: 000-34039

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

 

Nevada   98-0471928
(State or other jurisdiction of
 incorporation or organization)
  (I.R.S. Employer Identification No.)
     
614 E. Hwy 50, Suite 235, Clermont, Florida   34711
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (866) 926-6427

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.0001 par value per share
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [ ] No [X]

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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

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]

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold as of February 28, 2013, the last business day of the registrant’s most recently completed second fiscal quarter, was $41,384,280 (based on 311,160,000 shares at $0.133 per share).

The registrant had 457,558,273 shares of common stock outstanding as of November 29, 2013.

 

 

 

 

 

 

 

 

 
 

 

 

EXPLANATORY PARAGRAPH

 

The purpose of this Amendment No. 2 to the registrant’s Annual Report on Form 10-K/A Amendment No. 1 for the year ended August 31, 2013, filed with the Securities and Exchange Commission on February 20, 2014 (the “Form 10-K/A”), is solely to furnish Exhibit 101 to the Form 10-K/A Amendment No. 1, Exhibit 101 provides the financial statements and related notes from the Form 10-K/A Amendment No. 1 formatted in XBRL (Extensible Business Reporting Language).

No other changes have been made to the Form 10-K/A Amendment No. 1. This Amendment No. 2 to the Form 10-K/A Amendment No. 1 speaks as of the original filing date of the Form 10-K/A Amendment No. 1, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-K/A Amendment No. 1.

 

 

 

 

 

 

 

 
 

 

SIGNATURES

Pursuant to the requirements of 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.

 

 

DATED: April 10, 2014 By: /s/ Benny R. Powell
    Benny R. Powell
    CEO, President, CFO, Secretary, Director
    (Principal Executive, Financial and
    Accounting Officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

DATED: April 10, 2014 By: /s/ Benny R. Powell
    Benny R. Powell
    CEO, President, CFO, Secretary, Director
    (Principal Executive, Financial and
    Accounting Officer)

DATED: April 10, 2014 By: /s/ Chris Crosby
    Chris Crosby
    Chief Technology Officer, Director

DATED: April 10, 2014 By: /s/ Isen Robbins
    Isen Robbins
    Chief Intellectual Property Officer, Director

DATED: April 10, 2014 By: /s/ Aimee Schoof
    Aimee Schoof
    Chief Business Development Officer, Director

 

 
 

 

EXHIBIT INDEX

 

Exhibit Description
2.1 Share Exchange Agreement among the Registrant, Red Giant Entertainment, Inc., and Benny Powell dated June 6, 2012, which is incorporated herein by reference to Exhibit 10.1 to our Amendment Number 1 to Current Report on Form 8-K filed with the SEC November 6, 2012.
2.2 Stock Exchange Agreement between the Registrant and Chris Crosby dated March 4, 2013, which is incorporated herein by reference to Exhibit 2.2 to our Annual Report on Form 10-K filed with the SEC on December 5, 2013.
3.1 Amended and Restated Articles of Incorporation of the Registrant filed with the Nevada Secretary of State on August 23, 2010, which are incorporated herein by reference to Exhibit 3.1 to our Annual Report on Form 10-K filed with the SEC on November 29, 2010.
3.2 Certificate of Amendment to Articles of Incorporation of the Registrant filed with the Nevada Secretary of State on June 26, 2012, which is incorporated herein by reference to Exhibit 3.3 to our Annual Report on Form 10-K filed with the SEC on January 3, 2013.
3.3 Amended and Restated Bylaws of the Registrant, which are incorporated herein by reference to Exhibit 3.2 to our Annual Report on Form 10-K filed with the SEC on November 29, 2010.
4.1 Securities Purchase Agreement dated April 15, 2013 between the Registrant and Iconic Holdings, LLC, which is incorporated herein by reference to Exhibit 10.1 to our Current Report on Form 8-K filed with the SEC on September 20, 2013.
4.2 Registration Rights Agreement dated April 15, 2013 between the Registrant and Iconic Holdings, LLC, which is incorporated herein by reference to Exhibit 10.2 to our Current Report on Form 8-K filed with the SEC on September 20, 2013.
4.3 9.9% Secured Convertible Promissory Note dated April 15, 2013 between the Registrant and Iconic Holdings, LLC, which is incorporated herein by reference to Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on September 20, 2013.
4.4 Purchase Agreement dated August 1, 2013 between the Registrant and WHC Capital, LLC, which is incorporated herein by reference to Exhibit 4.4 to our Annual Report on Form 10-K filed with the SEC on December 5, 2013.
4.5 Pledge and Security Agreement dated August 1, 2013 between the Registrant and WHC Capital, LLC, which is incorporated herein by reference to Exhibit 4.5 to our Annual Report on Form 10-K filed with the SEC on December 5, 2013.
4.6 12% Secured Convertible Debenture dated August 1, 2013 between the Registrant and WHC Capital, LLC, which is incorporated herein by reference to Exhibit 4.6 to our Annual Report on Form 10-K filed with the SEC on December 5, 2013.
4.7 Convertible Note dated August 5, 2013 between the Registrant and JSJ Investments, Inc., which is incorporated herein by reference to Exhibit 4.7 to our Annual Report on Form 10-K filed with the SEC on December 5, 2013.
4.8 9% Convertible Redeemable Note dated October 2, 2013 between the Registrant and LG Capital Funding, LLC, which is incorporated herein by reference to Exhibit 4.8 to our Annual Report on Form 10-K filed with the SEC on December 5, 2013.
4.9 Convertible Promissory Note dated November 11, 2013 between the Registrant and Asher Enterprises, Inc., which is incorporated herein by reference to Exhibit 4.9 to our Annual Report on Form 10-K filed with the SEC on December 5, 2013.
4.10 Securities Purchase Agreement dated November 11, 2013 between the Registrant and Asher Enterprises, Inc., which is incorporated herein by reference to Exhibit 4.10 to our Annual Report on Form 10-K filed with the SEC on December 5, 2013.

 

 

 
 

 

4.11 Initial 6% Convertible Redeemable Note between the Registrant and GEL Properties, LLC, which is incorporated herein by reference to Exhibit 4.11 to our Amended Annual Report on Form 10-K/A filed with the SEC on February 20, 2014.
4.12 Form of Back-End 6% Convertible Redeemable Note between the Registrant and GEL Properties, LLC, which is incorporated herein by reference to Exhibit 4.12 to our Amended Annual Report on Form 10-K/A filed with the SEC on February 20, 2014.
4.13 Promissory Note between the Registrant and JMJ Financial, which is incorporated herein by reference to Exhibit 4.13 to our Amended Annual Report on Form 10-K/A filed with the SEC on February 20, 2014.
4.14 Securities Purchase Agreement between the Registrant and Typenex Co-Investment, LLC dated June 21, 2013, which is incorporated herein by reference to Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on January 27, 2014.
4.15 Secured Convertible Promissory Note between the Registrant and Typenex Co-Investment, LLC dated June 21, 2013, which is incorporated herein by reference to Exhibit 99.2 to our Current Report on Form 8-K filed with the SEC on January 27, 2014.
4.16 Warrant to Purchase Shares of Common Stock between the Registrant and Typenex Co-Investment, LLC dated June 21, 2013, which is incorporated herein by reference to Exhibit 99.3 to our Current Report on Form 8-K filed with the SEC on January 27, 2014.
4.17 Security Agreement between the Registrant and Typenex Co-Investment, LLC dated June 21, 2013, which is incorporated herein by reference to Exhibit 99.9 to our Current Report on Form 8-K filed with the SEC on January 27, 2014.
10.1 Exclusive Web Publishing Contract between Benny Powell and Keenspot Entertainment dated June 30, 2010 which is incorporated herein by reference to  Exhibit 10.4 to our Current Report on Form 8-K filed with the SEC on October 13, 2013 .
10.2 * Printing Agreement between the Registrant and Active Media Publishing, LLC dated March 13, 2013, which is incorporated herein by reference to Exhibit 10.2 to our Annual Report on Form 10-K filed with the SEC on December 5, 2013.
10.3 Independent Contractor Agreement between the Registrant and Isen Robbins, which is incorporated herein by reference to Exhibit 4.10 to our Annual Report on Form 10-K filed with the SEC on December 5, 2013.
10.4 Independent Contractor Agreement between the Registrant and Chris Crosby, which is incorporated herein by reference to Exhibit 4.10 to our Annual Report on Form 10-K filed with the SEC on December 5, 2013.
10.5 Independent Contractor Agreement between the Registrant and David Campiti, which is incorporated herein by reference to Exhibit 4.10 to our Annual Report on Form 10-K filed with the SEC on December 5, 2013.
10.6 Independent Contractor Agreement between the Registrant and Aimee Schoof, which is incorporated herein by reference to Exhibit 4.10 to our Annual Report on Form 10-K filed with the SEC on December 5, 2013.
10.7 Form of $75,000 Secured Promissory Notes between GEL Properties, LLC and the Registrant, which is incorporated herein by reference to Exhibit 10.7 to our Amended Annual Report on Form 10-K/A filed with the SEC on February 20, 2014.
10.8 Secured Buyer Note #1 between Typenex Co-Investment, LLC and the Registrant dated June 21, 2013, which is incorporated herein by reference to Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on January 27, 2014.
10.9 Secured Buyer Note #2 between Typenex Co-Investment, LLC and the Registrant dated June 21, 2013, which is incorporated herein by reference to Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on January 27, 2014.
10.10 Secured Buyer Note #3 between Typenex Co-Investment, LLC and the Registrant dated June 21, 2013, which is incorporated herein by reference to Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on January 27, 2014.
10.11 Secured Buyer Note #4 between Typenex Co-Investment, LLC and the Registrant dated June 21, 2013, which is incorporated herein by reference to Exhibit 99.1 to our Current Report on Form 8-K filed with the SEC on January 27, 2014.

 

 
 

 

10.12 Membership Interest Pledge Agreement between the Registrant and Typenex Co-Investment, LLC dated June 21, 2013, which is incorporated herein by reference to Exhibit 99.8 to our Current Report on Form 8-K filed with the SEC on January 27, 2014.
10.13 Service Agreement between the Registrant and Integrity Media, Inc. dated October 11, 2013, which is incorporated herein by reference to Exhibit 10.13 to our Amended Annual Report on Form 10-K/A filed with the SEC on February 20, 2014.
14 Code of Ethics for Senior Financial Officers, which is incorporated herein by reference to Exhibit 14.1 to our Annual Report on Form 10-K filed with the SEC on November 29, 2010.
21 List of Subsidiaries
31.1 Chief Executive Officer Section 302 Certification.
31.2 Chief Financial Officer Section 302 Certification.
32 § Chief Executive Officer and Chief Financial Officer Section 906 Certification.
101 The following materials from our Annual Report on Form 10-K for the fiscal year ended August 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.

 

__________________________________ 

 

*   Confidential Treatment has been requested with respect to certain provisions of this agreement. Omitted portions have been filed separately with the SEC.
  Management contract or compensatory plan or arrangement.
  Filed herewith.
§   Furnished herewith

 

 

 

Exhibit 21

List of Subsidiaries

The Registrant has two subsidiaries:

1. Red Giant Entertainment, Inc., a Florida corporation; and

2. ComicGenesis, LLC, a Nevada limited liability company.

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 Annual Report on Form 10-K/A Amendment No. 2 for the year ended August 31, 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 control 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;
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;
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 registrants’ board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weakness 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: April 10, 2014   /s/ Benny R. Powell
    Benny R. Powell,
    CEO
    (Principal Executive and Financial 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 Annual Report on Form 10-K/A Amendment No. 2 for the year ended August 31, 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 control 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;
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;
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 registrants’ board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weakness 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: April 10, 2014   /s/ Benny R. Powell
    Benny R. Powell,
    CEO
    (Principal Executive and 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 Annual Report of Red Giant Entertainment, Inc. (the “Company”) on Form 10-K/A Amendment No. 2 for the period ending August 31, 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, certify, 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: April 10, 2014   /s/ Benny R. Powell
    Benny R. Powell,
    CEO, President, Chief Financial Officer
    (Principal Executive and Financial Officer)