UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): May 5, 2014

Red Giant Entertainment, Inc.
(Exact name of registrant as specified in its charter)

           Nevada                      000-53310                 98-0471928
(State or other jurisdiction          (Commission             (I.R.S. Employer
      of incorporation)               File Number)           Identification No.)

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

                                 (866) 926-6427
           (Issuer's telephone/facsimile numbers, including area code)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to

simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See: General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act


(17CFR240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c))


SECTION 3 - SECURITIES AND TRADING MARKETS

ITEM 3.02 SALES OF UNREGISTERED SECURITIES

As of May 5, 2014, we have issued shares of common stock exceeding 5% of the number of shares outstanding as of our last periodic report, as follows:

On April 21, 2014, we issued 5,364,706 shares of common stock to Asher Enterprises, Inc. to convert $7,000 in partial principal and interest due under 8% Convertible Promissory Notes in substantially the form filed as Exhibit 4.10 to our Annual Report on Form 10-K filed with the SEC on December 5, 2013. The issuance was made pursuant to a January 7, 2014 notice of conversion

On May 5, 2014, we issued 17,000,000 shares of common stock to GEL Properties, LLC to convert $1,020 in partial principal and interest due under 6% Convertible Redeemable Secured Notes in the form filed as Exhibit 4.12 to our Annual Report on Form 10-K filed with the SEC on December 5, 2013. The issuance was made pursuant to an April 2, 2014 notice of conversion

On May 5, 2014, we issued 41,699,956 shares of common stock to WHC Capital, LLC to convert $16,054.48 in partial principal and interest due under a 12% Secured Convertible Debenture filed Exhibit 4.6 to our Annual Report on Form 10-K filed with the SEC on December 5, 2013. The issuance was made pursuant to an April 8, 2014 notice of conversion.

On May 5, 2014, we issued 61,512,742 shares of common stock to Typenex Co-Investment, LLC to convert $38,137.90 in partial principal and interest due under a Secured Convertible Promissory Note filed as Exhibit 99.2 to our Current Report on Form 8-K filed with the SEC on January 27, 2014. The issuance was made pursuant to an April 22, 2014 notice of conversion

All of the above-described conversions, issuances and exercises were exempt from registration pursuant to Section 4(2) and/or Regulation D of the Securities Act as transactions not involving a public offering.

SIGNATURES

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

Red Giant Entertainment, Inc.

Date: May 9, 2014                         /s/ Benny Powell
                                          --------------------------------------
                                     By:  Benny Powell
                                     Its: Chief Executive Officer, President,
                                          Chief Financial Officer, and Secretary

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