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

Form 10-Q/A
Amendment No. 1

[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 537,994,184 shares of our common stock, $0.0001 par value per share, issued and outstanding.


EXPLANATORY PARAGRAPH

This Amendment No. 1 (this "Amendment") to our Report on Form 10-Q originally filed on January 14, 2014 is made to adjust financial statements presented in prior amended annual and their effect on the quarterly financial statements previously presented. Please refer to Note 1 to our financial statements regarding restatement of the originally reported financial statements for both annual and quarterly information. The financial statements and disclosures herein do not reflect events that may have occurred subsequent to January 14, 2014, the original date of filing, and do not modify or update any filings made with the Securities and Exchange Commission after January 14, 2014.

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
                                                                      ------------           ------------
                                                                       (RESTATED)             (RESTATED)
                                                                      (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 $28,313 and $23,100, respectively                          45,937                 51,150
                                                                      ------------           ------------

      TOTAL ASSETS                                                    $    198,126           $    210,742
                                                                      ============           ============

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
  Accounts payable and accrued expenses                               $     78,881           $     88,000
  Due to related parties                                                    42,301                 39,187
  Convertible notes payable                                                171,010                 81,397
  Derivative liability, notes                                            1,516,498              1,339,599
  Derivative liability, warrants                                           355,800                355,800
                                                                      ------------           ------------
Total Current Liabilities                                                2,164,490              1,903,983

Convertible note payable, long-term                                         53,012                 24,314

TOTAL LIABILITIES                                                        2,217,502              1,928,297
                                                                      ------------           ------------

COMMITMENTS AND CONTINGENCIES

Stockholders' Deficit
  Preferred stock: 100,000,000 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                                               168,989                 43,053
  Treasury stock, at cost; 1,785,900 shares                                (55,000)               (55,000)
  Accumulated deficit                                                   (2,179,121)            (1,749,100)
                                                                      ------------           ------------
  Total Stockholders' Deficit                                           (2,019,376)            (1,717,555)
                                                                      ------------           ------------

      TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                     $    198,126           $    210,742
                                                                      ============           ============

See notes to unaudited financial statements

3

Red Giant Entertainment, Inc. Consolidated Statements of Operations


(unaudited)

                                                            For the Three Months Ended
                                                                   November 30,
                                                           2013                   2012
                                                       ------------           ------------
                                                        (RESTATED)
Revenues                                               $      3,379           $    105,937
Cost of sales                                                 2,378                 47,474
                                                       ------------           ------------
                                                              1,001                 58,463
Operating Expenses
  Selling and marketing                                      52,841                  3,020
  Compensation                                               14,242                 12,040
  Professional                                               18,970                  1,200
  General and administration                                 45,769                  2,431
  Depreciation and amortization                               5,790                  1,629
                                                       ------------           ------------
      Total operating expenses                              137,612                 20,320
                                                       ------------           ------------

Net loss from operations                                   (136,611)                38,143
                                                       ------------           ------------
Other income (expense)
  Interest expense                                         (193,811)                    --
  Change in derivative                                      (31,399)                    --
  Gain (loss) on settlement of debt                         (68,200)                    --
  Income taxes                                                   --                 (5,700)
                                                       ------------           ------------

Net loss                                               $   (430,021)          $     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 unaudited financial statements

4

Red Giant Entertainment, Inc. Consolidated Statements of Cash Flows


(unaudited)

                                                                              Three Months Ended
                                                                                 November 30,
                                                                          2013                 2012
                                                                       ----------           ----------
                                                                       (RESTATED)
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                                    $ (430,021)          $   32,443
  Adjustment to reconcile Net Income to net
   cash provided by operations:
     Depreciation and amortization                                          5,790                1,629
     Amortization of deferred financing costs                             193,811                   --
     Change in derivatives                                                 31,399                   --
     (Gain) 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                                                  282,009              (30,271)
                                                                       ----------           ----------
          Net Cash (Used in) Provided By Operating Activities            (148,012)               2,172
                                                                       ----------           ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Shareholder 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 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.

RESTATEMENT

In the course of monitoring the business, management identified errors with respect to the completeness and disclosure of our debt accounting and the completeness of all related party transactions for the year ending August 31, 2013. Specifically, certain convertible debt agreements with related parties were not appropriately captured in the August 31, 2013 financial statements. Such notes were reimbursements to related parties for expense payments they made on behalf of the company. It is further noted, that the embedded conversion options of these notes qualified for derivative accounting and thus were bifurcated and recorded as a derivative liability. In addition, we noted a share transaction of a major shareholder executed for the benefit of the company (issuing his own shares to acquire a website for the company) had not accounted for the intangible property received in the exchange.

The following summary is presented in comparison to the originally reported financial statements, as of August 31, 2013:

                                             Originally
                                              Reported                Adjustment         Restated
                                              --------                ----------         --------
Cash                                         $  14,937                                 $    14,937
Inventory                                       52,107                                      52,107
Prepaid and other                               82,000                                      82,000
Property & equipment                            10,548                                      10,548
Intangible assets                               13,650        (1)        45,000             51,150
                                                              (1)        (7,500)
Total Assets                                 $ 173,242                                 $   210,742
Accounts payable and accrued                 $  81,332        (4)         6,668        $    88,000
Due to related parties                          39,187                                      39,187

6

Convertible notes payable                      100,710        (2)       338,000              105,711
                                                              (3)      (338,000)
                                                              (5)         5,001
Derivative liability, notes                    271,321                  338,000          1,339,599
                                                              (3)       730,278
                                                              (6)
Derivative liability, warrants                    --          (7)       355,800            355,800
Total Liabilities                              492,550                                   1,928,297

Common stock                                    43,492                                      43,492
Additional paid in capital                      (1,947)       (1)        45,000             43,053
Treasury stock                                 (55,000)                                    (55,000)
Accumulated deficit                           (305,853)              (1,443,247)        (1,749,100)
Total Stockholders' Equity                    (319,308)                                 (1,717,555)

Liabilities and Equity                       $ 173,242                                 $   210,742

Revenues                                     $ 497,486                                 $   497,486
Cost of sales                                  148,215        (2)       127,475            275,690
                                               349,271                                     221,796
Selling, general and administrative            421,865        (1)         7,500            639,890
                                                              (2)       210,525
Interest expense                               112,090        (4)         6,668            479,559
                                                              (5)         5,001
                                                              (7)       355,800
Change in derivatives                          113,821        (6)       730,278            844,099
Income taxes                                        --                                          --
Net loss                                     $(298,505)                                $(1,741,752)


(1) Acquisition of a website for the transfer of common stock by shareholder, at the fair value of $45,000; related amortization of website acquired, in the amount of $7,500.
(2) Proceeds in exchange of convertible notes issued to reimburse related parties for operating expenses paid on the Company's behalf.
(3) Record debt discounts and deferred financing costs, related to the convertible notes payable.
(4) Accrue interest payable and interest expense, related to convertible notes
(5) Amortization of debt discount on convertible notes
(6) Derivative liability related to the embedded conversion option of new convertible notes marked to fair value
(7) Issuance of warrants as financing cost

For the three months ending November 30, 2013, the Company has restated the financial statements to incorporate the above entries.

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.

7

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 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.

LONG-LIVED ASSETS
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.

Intelectual property, including patents and other intangible assets have been capitalized and recorded at their fair value historical cost. 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. The Company acquired website and other intangible assets in the acquisition of a subsidiary, valued at the fair market value of stock exchanged by a shareholder. Amortization is calculated on a straight line basis over the estimated useful life of three years. Amortization for the three months ending November 30, 2013 and 2012 was $5,213 and $1,463, respectively

8

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.

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

9

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.

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.

10

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 - 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 $766,500 ($145,500 for the three month period ending November 30, 2013), 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 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 $620,500 ($130,000 for the three month period ending November 30, 2013), 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 $146,000 ($15,500 for the three month period ending November 30, 2013), 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 $193,811, was recognized for the three month period ended November 30, 2013 for the amortization of debt discounts and deferred finance costs.

A derivative liability, in the amount of $1,516,498 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 $31,399. 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                                               $ 706,500
  Deferred finance cost                                          (98,598)
  Unexpired debt discount                                       (383,880)
                                                               ---------
                                                               $ 224,022
Current portion of convertible notes payable                     171,010
                                                               ---------
Long-term portion of convertible notes payable                 $  53,012
                                                               =========

NOTE 6 - PROVISION FOR INCOME TAXES

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

At November 30, 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.

11

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 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.

NOTE 7 - CAPITAL STOCK

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

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

During the eight months ended, August 31, 2012, $10,869 of contributed capital was added to additional paid in capital. For the 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 year ending August 31, 2013 the Company entered into a stock buy-back plan, whereby 1,785,900 shares were repurchased for $55,000 cost. The shares remain in the name of the Corporation until such time as they are cancelled.

The Company issued warrants to purchase approximately 37,166,700 shares of common stock, at a strike price of $.015 per share, in association with a financing arrangement. Warrants may be exercised in a cashless option. The company valued these warrants using the Black-Scholes method, resulting in a interest expense of $355,800 and a corresponding derivative liability.

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 8 - RELATED PARTIES

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

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.

12

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.

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. Keenspot, a company owned by Mr. Crosby, has been paid or accrued commissions in the amount of approximately $0 for the three months ending November 30, 2013.

We 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. We paid or accrued an aggregate of $12,575 to Glass House Graphics for the three months ending November 30, 2013.

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 9 - 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
                                              --------               --------

13

NOTE 10 - 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 11 - SUBSEQUENT EVENTS

In December 2013 and January 2014, four convertible debt holders converted an aggregate of $131,095 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.

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.

14

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.

15

OPERATING EXPENSES. During the three months ended November 30, 2013, we incurred operating expenses of $137,612 compared to $20,320 incurred during the three months ended November 30, 2012, an increase of $117,292. 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 $430,021 compared to a net profit of $32,443 during the three months ended November 30, 2012, a decrease of $397,578.

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;

16

* 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.

17

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 22,636,273 shares of our common stock in exchange for debt totaling $60,000.

18

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, which is incorporated
              herein by reference to Exhibit 10.1 to our Quarterly Report on
              Form 10-Q filed on January 14, 2014

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 November 30, 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.

19

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

20

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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 my 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 my 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: April 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 my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me 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 my 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 my 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 my 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: April 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: April 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.