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Red Giant Entertainment - REDG

Latest info revision: 6/28/16
 
 

Business History of REDG (Red Giant Entertainment)

Timeline of Events from SEC filings - these do not include press releases, those can be found at the Red Giant Website. This also does not include court settlements, those will be in a separate section included with listing of all the notes listed in filings. There are copied and pasted portions of some of the filings to highlight some key aspects without having to access the filing. Notes in the bold headings after each date are additions to show the key point of the particular filing to further help know what the filing was for. Hopefully this will be more effiicient way for everyone to do their own DD regading REDG.:


April 17, 2012 8k (for period April 16, 2012 - Benny Powell takes control of Castmor)

https://www.sec.gov/Archives/edgar/data/1411179/000116552712000317/0001165527-12-000317-index.htm

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
         APPOINTMENT OF CERTAIN OFFICERS
On April 16, 2012, the Board of Directors (the "Board") of Castmor Resources
Ltd., a Nevada Corporation (the "Company") received the resignation of Mr. John
Allen acting as the Company's President, Secretary, Treasurer, and as a member
of the Board of Directors.
Effective April 16, 2011, the Board of Directors (the "Board") of the Company,
elected Mr. Benny Powell (age 38) as the sole Director, President, Secretary and
Treasurer of the company.
Benny Powell of Clermont, Florida, started his career at Marvel Comics where he
worked directly under Bob Harras, the Editor-in-Chief. Within six months he was
freelance writing full-time for Marvel, Wizard, Byron Press, Academy Comics,
MCI/Newscorps and many other companies on a continual basis.
He was a founder and Editor-In-Chief of the comic book company, Bench Press
Studios that became synonymous with Hasbro Publishing. He personally spearheaded
initiatives that resulted in becoming the first comic book line represented by
Ingram - gaining a mainstream audience in the process. While there he also
worked with Hasbro, which directly resulted in the resurgence of the blockbuster
TRANSFORMERS and G.I. JOE properties.
As a writer, Benny has created or co-created more than twenty series and/or
intellectual properties including WARRIOR'S WAY, WAYWARD SONS, MARVEL VISIONS
and X.R.6: ROBOT WARS. He has also written stories for such celebrated comic
characters as Spider-Man, X-MEN, FANTASTIC FOUR, HULK, ROBOTECH, CAPTAIN
AMERICA, SILVER SURFER and countless others.
His work has garnered him widespread recognition including five SQUIDDY AWARD
nominations. He also has the distinct honor of being the second youngest writer
to break into comic books at Marvel - next to Marvel Comics' creator, Stan Lee.
In addition to his comic book work, he has held high-level marketing positions
within Priceline.com during their formative years, as well as a stint as the
global marketing writer for IBM. His television, marketing and advertising
materials for Dynetech properties led the company to grow to become the
second-largest company in Orlando during his tenure. He then started two
separate marketing companies which have proven successful.
Over the years, Benny Powell has also handled ghost-writing for numerous
national best-selling books in both fiction and non-fiction through his company,
Active Media. These books have garnered praise by critics and readers as well as
earning numerous awards. Further he has access to a stable of creators across
the globe as well as exclusive agreements with one of the largest printing
facilities in China.

June 8, 2012 10q (for period May 31, 2012 - Benny Powell is in charge of Castmor - no mention of Red Giant yet but address changes from Canada to Florida the current Red Giant address)

https://www.sec.gov/Archives/edgar/data/1411179/000116552712000613/g6043.txt

June 18, 2012 8k (for period June 11, 2012 - REDG transitioning from Castmor to Red Giant with the first full description of the Business)

https://www.sec.gov/Archives/edgar/data/1411179/000116552712000658/g6075.txt

As disclosed  elsewhere in this report, on June 11, 2012, Castmor Resources Ltd.
(the "Company",  "CASL",  or "Castmor")  acquired Red Giant  Entertainment  Inc.
("RGE") for stock.

ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On June 11, 2012,  Castmor Resources Ltd., a Nevada  corporation  entered into a
Share  Exchange  Agreement  (the  "Share  Exchange  Agreement")  with Red  Giant
Entertainment Inc., a Florida corporation,  and Benny Powell, who presently owns
100% of the  issued and  outstanding  shares in RGE.  Pursuant  to the terms and
conditions  of the Share  Exchange  Agreement,  RGE shall  exchange  100% of the
outstanding   shares  in  RGE  in  exchange  for  forty   million   (40,000,000)
newly-issued  restricted  shares of the Company's common stock, par value $0.001
per share.
The  exchange  will  result in RGE  becoming a  wholly-owned  subsidiary  of the
Company.  As a result of the Share  Exchange  Agreement,  the  Company  will now
conduct  all  current  operations  through  Red  Giant  Entertainment,  and  our
principal business became the business of RGE.

July 16, 2012 SEC Generated Letter uploaded (SEC breaking down all the clarifications/fixes for the 8k filed on June 18, 2012)

https://www.sec.gov/Archives/edgar/data/1411179/000000000012036898/0000000000-12-036898-index.htm

Oct. 26, 2012 Correspondence to SEC confirming legal advice regarding 8k amendments needed)

https://www.sec.gov/Archives/edgar/data/1411179/000116552712001122/filename1.txt

Nov. 6, 2012 8k/a (for period June 11, 2012 - the amendments to the 8k after the SEC requested fixes)

https://www.sec.gov/Archives/edgar/data/1411179/000116552712001148/g6365.txt

On June 6, 2012, we filed a Current Report on Form 8-K to report that we
completed the transactions contemplated by a Share Exchange Agreement of June 6,
2011, by and amount Castmor and Benny Powell, the sole shareholder of Red Giant
Entertainment Inc., a Florida corporation ("RGE"). We acquired all of the issued
and outstanding shares of RGE in exchange for the issuance in the aggregate of
40,000,000 shares of our common stock. As a result of the Share Exchange
Agreement, RGE became a wholly-owned subsidiary of Castmor.

Nov. 30, 2012 NT10k (for period Aug. 31, 2012 - notice of late filing for Castmor - not yet REDG officially)

https://www.sec.gov/Archives/edgar/data/1411179/000116552712001260/g6441.txt

Name officially changed from Castmor to Red Giant Entertainment, Inc. June 26, 2012. See 10k below for details. And on August 28, 2012, the symbol was changed from CASL to REDG on the OTC Bulletin Board.

Jan. 3, 2013 10k (for period ending Aug 31, 2012, Red Giant is listed for first time instead of Castmor - symbol changed on Aug. 28, 2012 - includes short paragraph on Red Giant formation in Jan. 2011 and Benny Powell’s other company Active Media formed in 2003)

https://www.sec.gov/Archives/edgar/data/1411179/000116552713000010/g6441a.txt

The number of outstanding shares of the registrant's Common Stock on December
31, 2012 was 434,922,000.

Red Giant Entertainment, Inc. (sometimes "us," "the Company," "the
Registrant," Red Giant" and similar terms), previously know as Castmor
Resources, Ltd., refers to Red Giant Entertainment, Inc., unless otherwise
expressly stated or the context otherwise requires.

The Company's common stock was listed on the OTC Bulletin Board of the
National Association of Securities Dealers ("NASD") on March 4, 2008 under the
symbol "CASL." On August 28, 2012, the symbol was changed from CASL to REDG.

-As of January 21, 2013 there were  434,922,000  shares of the  Company's  common
stock, $0.001 par value per share, issued and outstanding.

Benny Powell has served as our Chief Executive Officer, President,
Secretary, Chief Financial Officer and sole director since June 11, 2012. Mr.
Powell was the founder of Red Giant Entertainment (acquired by the Company on
June 11, 2012) and served as its Chief Executive Officer from formation in
January 2011 to its acquisition by the Company. He also founded and has served
as Chief Executive Officer of Active Media Publishing, LLC from 2003 to present.

Red Giant Entertainment LLC, (hereinafter "the Company") was formed in the State
of  Florida,  U.S.A.,  on January  1, 2011.  The  Company's  fiscal  year end is
December 31. On May 9, 2012,  the Company  incorporated  and changed its name to
Red Giant Entertainment, Inc. ("RGE")

NOTE 6 - 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.

Jan. 15, 2013 NT10q (for period Nov. 30, 2012 - late filing notice)

https://www.sec.gov/Archives/edgar/data/1411179/000116552713000066/g6559.txt

Jan. 22, 2013 10k/a (for period Aug. 31, 2012 - amendment to 10k previously filed)

https://www.sec.gov/Archives/edgar/data/1411179/000116552713000086/g6569.txt

Jan. 22, 2013 10q (for period Nov. 30, 2012 - quarterly report first financials for REDG)

https://www.sec.gov/Archives/edgar/data/1411179/000116552713000090/g6559a.txt

As of January 21, 2013 there were  434,922,000  shares of the  Company's  common
stock, $0.001 par value per share, issued and outstanding.

March 25, 2013 8k (for period March 25, 2013 - relationship with Keenspot)

https://www.sec.gov/Archives/edgar/data/1411179/000116552713000284/g6712.txt

-On March 25, 2013, the Registrant issued the press release attached hereto as
Exhibit 99.1 announcing the Registrant's launch of Medusa Daughter's serialized
webcomic site on the Keenspot.com website. We have a strategic partnership with
Keenspot.com to host internet web versions of selected projects.

March 27, 2013 8k (for period March 1, 2013 - Board of Directors established aside from Mr. Powell - includes bios for each)

https://www.sec.gov/Archives/edgar/data/1411179/000116552713000291/g6719.txt

On March, 5, 2013, the Company appointed additional officers and directors,
as follows: Isen Robbins was appointed a director and Chief Intellectual
Property Officer (CIPO), Aimee Schoof was appointed a director and Chief
Business Development Officer (CBDO) and David Campiti was appointed a director
and Chief Operations Officer (COO) On March 1, 2013, Chris Crosby was appointed
a director and Chief Technology Officer.

March 27, 2013 8k (for period March 27, 2013 - press release Supernovas on Comixology)

https://www.sec.gov/Archives/edgar/data/1411179/000116552713000293/g6720.txt

On March 27, 2013, the Registrant issued the press release attached hereto as
Exhibit 99.1 announcing the Registrant's offering of the first issued of
Supernovas comic book on the comiXology app and at www.comixology.com.

April 4, 2013 Correspondence (REDG legal corresponding with SEC regarding amendments for 8k filed June 18, 2012)

https://www.sec.gov/Archives/edgar/data/1411179/000116552713000326/filename1.txt

April 9, 2013 8k (for period April 3, 2013 - change in auditors)

https://www.sec.gov/Archives/edgar/data/1411179/000116552713000342/g6762.txt

April 10, 2013 8k (for period April 10, 2013 - Lin Pictures agreement for Wayward Sons Legends)

https://www.sec.gov/Archives/edgar/data/1411179/000116552713000349/g6769.txt

On April 10, 2013, Red Giant Enterprises, Inc. (the "Registrant") issued
the press release attached hereto as Exhibit 99.1 announcing the Registrant's
joining with Lin Pictures to co-produce a feature film based on the Registrant's
comic book property, WAYWARD SONS:LEGENDS.

April 12, 2013 8k/a (for period June 12, 2012 - fixes to the previous 8k filed as required by SEC)

https://www.sec.gov/Archives/edgar/data/1411179/000116552713000359/g6770.txt

April 15, 2013 NT10q (for period Feb 28, 2013 - late filing notice of the 10q)

https://www.sec.gov/Archives/edgar/data/1411179/000116552713000369/g6785.txt

April 15, 2013 8k/a (for period April 3, 2013 - amendments to 8k for that period - change of accountants)

https://www.sec.gov/Archives/edgar/data/1411179/000116552713000370/g6768.txt

April 15, 2013 Correspondence with SEC (April 15, 2013 - regarding fixes to 8k amendment number 2 filed June 18, 2012)

https://www.sec.gov/Archives/edgar/data/1411179/000116552713000371/filename1.txt

April 16, 2013 Correspondence with SEC (April 16, 2013 - more detailed report of fixes to 8k amendment number 2 filed June 18, 2012)

https://www.sec.gov/Archives/edgar/data/1411179/000116552713000382/filename1.txt

April 19, 2013 10q (for period Feb. 28, 2013 - quarterly report filed - no notes listed as of yet)

https://www.sec.gov/Archives/edgar/data/1411179/000147793213001924/redg_10q.htm

As of April 16, 2103, there were 434,922,000 shares of the Company's common stock, $0.001 par value per share, issued and outstanding.

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 shareholders 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 434,922,000 common stock equivalents outstanding at February 28, 2013.

April 25, 2013 upload correspondence with SEC (April 25, 2013 - fixes required for 8k filed April 9, 2013)

https://www.sec.gov/Archives/edgar/data/1411179/000000000013022491/0000000000-13-022491-index.htm

May 10, 2013 Correspondence with SEC (May 10, 2013 - fixes required for 8k filed April 12, 2013 - #1 is issue with press release and Iconic holdings $5 million line of credit - this is the first verified mention of a note in a filing)

https://www.sec.gov/Archives/edgar/data/1411179/000000000013025815/0000000000-13-025815-index.htm

1. We note a press release dated April 18, 2013 that you secured an equity line of credit with Iconic Holdings LLC for up to $5,000,000 to be used for funding of your “Giant-Size initiative” announced March 11, 2013. However, it does not appear that you have reported the entry into this agreement on a Current Report on Form 8-K. Please advise.

May 28, 2013 filing 8k and exhibit 99_1 - First Investor Relations Presentation linked :

https://www.sec.gov/Archives/edgar/data/1411179/000110262413000661/0001102624-13-000661-index.htm

Presentation PDF from May 28, 2013

http://redgiantentertainment.com/REDG_InvestorDeck.pdf

June 26, 2013 8k (for period June 25, 2013 - Share Buy-Back Announcement)

https://www.sec.gov/Archives/edgar/data/1411179/000116552713000588/g6926.txt

On June 25, 2013, the Registrant issued a press release announcing the Company's
share repurchase program. A copy of the press release is attached hereto as
Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
Repurchasing will comply with all SEC requirements and the program may be
commenced, suspended or discontinued at any time without notice. The program
will be effective from June 25, 2013 and is expected to last for between six and
12 months from that date.

July 15, 2013 10q (for period ending May 31, 2013 - quarterly report -  Significant revenues are realized for the first time and also dilution is reported for first time)

https://www.sec.gov/Archives/edgar/data/1411179/000116552713000624/g6949.txt

As of July 9, 2013, there were 434,922,000 shares of the Company's common stock,
$0.001 par value per share, issued and outstanding.

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  shareholders 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 434,922 common stock  equivalents  outstanding at May 31,
2013.

July 18, 2013 Correspondence to SEC from REDG (for 8k amendment #2 April 12, 2013 - changing audit firms and law firms)

https://www.sec.gov/Archives/edgar/data/1411179/000116552713000643/filename1.txt

August 19, 2013 8k (for period Aug 19, 2013 - convertible debt financing with WHC)

https://www.sec.gov/Archives/edgar/data/1411179/000116552713000743/g7022.txt

ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On August 1, 2013, we issued a $166,000 12% secured convertible debenture to WHC
Capital, LLC (the "Debenture"). The Debenture matures on August 1, 2014……...

...In addition, Benny Powell, our Chief Executive Officer, President, Chief
Financial Officer, Secretary, and Director, pledged 35,000,000 shares of his
common stock to secure the Debenture.

August 22, 2013 8k/a (for period April 3, 2013 - 8k amendment for April 3 report - appointment of new auditors)

https://www.sec.gov/Archives/edgar/data/1411179/000116552713000758/g7030.txt

August 28, 2013 8k/a (for period April 3, 2013 - accountant changing)

https://www.sec.gov/Archives/edgar/data/1411179/000116552713000768/g7037.txt

Sept 11, 2013 Correspondence from SEC (regarding 8k/a April 9, April 15, and August 22, 2013 filings - issue with late filings)

https://www.sec.gov/Archives/edgar/data/1411179/000000000013049833/0000000000-13-049833-index.htm

 

Sept 16, 2013 Accounting correspondence to SEC from REDG  (disagreements and changes filed with sec for disclosure)

https://www.sec.gov/Archives/edgar/data/1411179/000116552713000804/filename1.txt

Sept 17, 2013 Correspondence to REDG from SEC (regarding 8 k/a April 9, 2013)

https://www.sec.gov/Archives/edgar/data/1411179/000000000013051190/0000000000-13-051190-index.htm

Sept. 20, 2013 8k/a (for period June 6, 2012 - more fixes to the 8k from 2012 - amendment #3)

https://www.sec.gov/Archives/edgar/data/1411179/000116552713000812/g7070.txt

Sept 20, 2013 8k (for period Sept. 20, 2013 - Transactions with Iconic Holdings - 2nd convertible note on record)

https://www.sec.gov/Archives/edgar/data/1411179/000116552713000813/0001165527-13-000813-index.htm

Securities Purchase Agreement dated April 15, 2013 between Red Giant Entertainment, Inc. and Iconic Holdings, LLC.

Registration Rights Agreement dated April 15, 2013 between Red Giant Entertainment, Inc. and Iconic Holdings, LLC.

9.9% Secured Convertible Promissory Note dated April 15, 2013 between Red Giant Entertainment, Inc. and Iconic Holdings, LLC.

Oct. 17, 2013 SEC upload (SEC generated letter for REDG - Benny Powell - Active Media clarification is requested)

https://www.sec.gov/Archives/edgar/data/1411179/000000000013057217/0000000000-13-057217-index.htm

4. Please file your agreement with Active Media Publishing, LLC as an exhibit and, in an appropriate place in your Form 8-K, please disclose the material terms of this agreement, including the approximate dollar value of the amount involved in the transaction. Refer to Item 404 of Regulation S-K.

10. Please revise to disclose any conflicts Mr. Powell’s position as chief executive officer of Active Media may cause here and in your Risk Factors section.

11. Please disclose the number of hours that Mr. Powell devotes to your company. In this regard, we note that he also serves as the chief executive officer of Active Media. As appropriate, please also add a risk factor to discuss the risk created by the limited number of hours that Mr. Powell devotes to your company.

Oct. 31, 2013 8k/a (for period June 6, 2013 - more fixes to 8k for that period - amendment #4)

https://www.sec.gov/Archives/edgar/data/1411179/000116552713000914/g7136.htm

Nov. 14, 2013 SEC upload (SEC generated letter for REDG - Benny Powell - need clarifying that Keenspot has exclusive right to publish their work on the internet. Also previous fixes mentioned.)

https://www.sec.gov/Archives/edgar/data/1411179/000000000013062394/0000000000-13-062394-index.htm

Nov. 20, 2013 8k/a (for period June 6, 2012 - fixes to previous 8k for that period - amendment #5 - Active Media role and agreement more defined regarding Benny Powell)

https://www.sec.gov/Archives/edgar/data/1411179/000116552713000993/0001165527-13-000993-7168.txt

December 2, 2013 NT10k (for period Aug. 31, 2013 - notification of late filing for 10k report)

https://www.sec.gov/Archives/edgar/data/1411179/000116552713001006/g7183.txt

Decembe 4, 2013 SEC upload (SEC generated letter - for 8k filed June 18, 2013 general statement about assuring rules are applied and followed)

https://www.sec.gov/Archives/edgar/data/1411179/000000000013066023/0000000000-13-066023-index.htm

December 5, 2013 10k (for period Oct. 31, 2013 - annual report for the fiscal year ending Aug. 31, 2013 - lots of information regarding notes during this period - see below)

https://www.sec.gov/Archives/edgar/data/1411179/000116552713001017/g7183a.txt

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

Notable parts from the 10k concerning conversions/convertible debt:

Pursuant to the Iconic SPA, we agreed to issue to Iconic shares of our common
stock as a commitment fee valued at $100,000 in aggregate, with 10% of such
value issued at execution, 45% issued 90 days following execution, and 45%
issued 180 days after execution. At each issuance date, the stock was valued at
the average volume weighted average price of our common stock during the five
business days immediately preceding the date of issuance as quoted on Bloomberg,
LP. Under this provision, we issued to Iconic an aggregate of 8,252,546 shares,
of which 772,798 shares were transferred to Iconic from shares held by Benny R.
Powell, our President.

As of the date of this report Iconic has converted $62,000 of amounts owed to it under the
Iconic Note into 22,636,273 shares.

12% SECURED CONVERTIBLE DEBENTURE TO WHC CAPITAL, LLC ("WHC")
On August 1, 2013, we issued a $166,000 12% secured convertible debenture (the
"Debenture") to WHC. The Debenture matures on August 1, 2014, and interest on
the Debenture is payable in cash upon maturity. If we fail to repay the
Debenture with interest upon maturity, the interest rate increases to 22%. The
Debenture is secured by 35,000,000 shares of common stock pledged by Benny R.
Powell, our Chief Executive Officer, President, Chief Financial Officer, and
Secretary, and a member of the Board, from his individual holdings. Funding of
this note was received subsequent to our fiscal year end.
In addition, the Debenture requires us to register 300% of the principal amount
of the shares into which the Debenture may be converted. Therefore, we are
preparing a registration statement to register 48,823,528 shares of our common
stock. The registration will also include any shares that may be converted which
comprise interest on the principal. If this registration is not declared
effective by the Securities and Exchange Commission (the "SEC") by December 9,
2013, the principal amount of the Debenture will be increased to 140% ($232,400)
and that certain number of shares subject to conversion upon that larger amount
are also being registered pursuant to the Debenture.

On August 5, 2013, we issued a $27,500 convertible note (the "JSJ Note") to JSJ.

The JSJ Note is due and payable in six months from issuance at a premium of 125%
of the principal amount.

On October 2, 2013, we issued a $55,000 convertible note (the "LG Note") to LG
with an original issue discount of 10% covering $5,000 in LG's due diligence and
legal fees in connection with the LG Note. The LG Note is due and payable on
October 2, 2015, with interest payable in our common stock. If we fail to repay
the LG Note upon maturity, a default interest rate of 24% shall also apply from
such date, or at the highest rate permitted by law.

On September 30, 2013 and November 11, 2013, we entered into Securities Purchase
Agreements (the "Asher SPAs") and 8% Convertible Promissory Notes (the "Asher
Notes") with Asher in the principal amounts of $37,500 and $53,000,
respectively.

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. The shares are to be repurchased from time to time in open market
transactions or in privately negotiated transactions in our discretion. We
purchased 615,9000 shares in June 2013 for an average price of $0.0141 and
1,170,000 shares in July 2013 for an average price of $0.0192. We have not
purchased any shares under this program from August 2013 though the date of this
report. The shares repurchased as listed above have not yet been returned to
authorized but unissued status, but upon doing so, will result in us having
outstanding 455,772,373 shares of common stock.

There were approximately 28,985,500 common stock equivalents outstanding, attributable
to the convertible debt agreements as of August 31, 2013.

December 13, 2013 8k (for period Dec. 13, 2013 - Diamond Agreement and WHC debt conversions)

https://www.sec.gov/Archives/edgar/data/1411179/000116552713001037/0001165527-13-001037-index.htm

Agreement with Diamond as distributor of comics properities.

WHC convertible note conversion:

Under the 12% Secured Convertible Debenture (the "Debenture") we issued to WHC
Capital, LLC ("WHC") on August 1, 2013, as disclosed in our Current Report on
Form 8-K filed on August 19, 2013, we were required to register 300% of the
principal amount of the shares into which the Debenture may be converted.
Because such registration was not declared effective by the Securities and
Exchange Commission by December 9, 2013, the principal amount of the Debenture
has increased by 140% to $232,400.

WHC has notified us of its intention to sell the 35,000,000 shares of common
stock (the "Pledged Shares") pledged by Benny R. Powell, our Chief Executive
Officer, President, Chief Financial Officer, and Secretary, and a member of our
Board of Directors under the Pledge and Security Agreement with WHC and Mr.
Powell, to cover payment of the $232,400 plus interest.

December 24, 2013 Pre-14c (for period Jan. 3, 2014 - notice of stockholders meeting -  increasing authorized shares to 3 billion from 900 million)

https://www.sec.gov/Archives/edgar/data/1411179/000116552713001065/g7218.txt

To approve the filing of a Certificate of Amendment to our Articles of
         Incorporation to increase the number of authorized shares of our
         common stock, par value $0.0001 per share (our "Common Stock") from
         900,000,000 to 3,000,000,000

Jan. 6, 2014 DEF14c (period Jan. 6, 2014 - shareholders meeting - increasing authorized shares approved)

https://www.sec.gov/Archives/edgar/data/1411179/000116552714000003/g7225.txt

Jan. 13, 2014 SC13g (period Jan. 13, 2014 - Typenex, Red Cliffs, JFV Holdings, John M. Fife combined holding)

https://www.sec.gov/Archives/edgar/data/1411179/000114036114001948/doc1.htm

*Reporting person John M. Fife is the sole shareholder of reporting person JFV Holdings, Inc., which is the sole shareholder of reporting person Red Cliffs Investments, Inc., which is the Manager of reporting person Typenex. On the date of the event which requires filing of this Statement, reporting person Typenex has rights, under a Convertible Promissory Note and Warrant, to own an aggregate number of shares of the Issuer's common stock which, except for a contractual cap on the amount of outstanding shares of the Issuer's common stock that Typenex may own, would exceed such cap. Typenex's current ownership cap is 9.99%. Thus, the number of shares of the Issuer's common stock beneficially owned by Typenex as of the date of this filing was 45,710,071, which is 9.99% of the 457,558,273 shares that were outstanding on that date (as reported in the Issuer's Form 10-K filed on December 4, 2013).

Jan. 14, 2014 10q  (for period ending Nov. 30, 2013 - quarterly report - diluted earnings listed as well as notes)

https://www.sec.gov/Archives/edgar/data/1411179/000116552714000025/g7239.txt

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

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.

During the three months ended November 2013, we issued to Iconic an aggregate of
2,636,373 shares of our common stock in exchange for debt totaling $62,000.
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.
 
(more will be added as soon as possible. Still working on formatting as of June 28, 2016)

http://redgiantentertainment.com

Check out below for latest revenue generating products (as of June 15th, 2016) - the most recent news POWfolio comic book reader app now available in Android Beta.

The Red Giant Products beginning with ZWAGBOX!
   

How does Zwagbox work? What exactly is it? Watch the short video linked here to find out. → https://www.youtube.com/watch?v=MFfFE64-2yk

 

PowFolio is the world's first ultra-high quality, super fast, FREE streaming comic reader, available for iOS and Android BETA.

http://www.powfolio.com

Glowdot Productions and Red Giant Entertainment, partners in Folio Entertainment, have some exciting news to share. Apple has just approved our preview BETA and we will soon start adding our first testers!

Even at this early stage, with the majority of our focus being on technology before content, our team has put in an incredible amount of work, working day and night, to get comics in. They have thousands of FREE to read issues. It currently has over 45 publishers combined for Golden Age and Modern comics including Image, Arcana, and Graphic India (Stan Lee's - Chakra) to name just a few fo the modern. This is just the beginning for Powfolio.

       
  

Glowdot's CLIENTS

http://www.glowdot.com
 
 

How to Calculate Ad Revenue Per Download  http://smallbusiness.chron.com/calculate-mobile-ad-revenue-74440.html   https://www.quora.com/How-much-ad-revenue-can-be-expected-per-100-000-downloaded-iPhone-iPad-apps   http://www.slideshare.net/InnovativeJon/ad-network-revenue-calculation

Step 1

Calculate ad impressions per 100,000 users who download an app, test and discard it. A Stanford Venture Lab presentation notes that 85 percent of 100,000 users install the app and then delete it after about five minutes of use. About 95 percent of these have an Internet connection needed to download ads. Multiply 0.85 by 0.95 by 100,000 to determine the number of users per 100,000 who download apps with ads and then delete them. This equals 80,750. Divide five minutes by 30 seconds to find ad impressions, which equals 10. Multiply 10 by 80,750 users to find total impressions. This equals 807,500.

Step 2
Calculate ad impressions per 100,000 users who download an app and retain it. The Stanford Venture Lab presentation notes that 15 percent of 100,000 users install the app and retain it. Ninety-five percent of these have Internet access. Multiply 100,000 by 0.15 by 0.95 to find the number of users with Internet access who retain the ad, which equals 14,250 users. The lab also notes that users who retain apps use them for about 10 minutes a day (this information is based on games not a reader app so you can practically double this) for 21 days. Multiply 10 times 21 to find total minutes, which equals 210. Each ad lasts 30 seconds, so multiply 210 minutes times two to find total ads, which equals 420 ads per user. Multiply by 14,250 to find total ad impressions per 100,000 users who retain downloaded apps with ads. This equals 5,985,000.
Step 3

Calculate revenue per 100,000 users. Add 807,500, the number of ad impressions by users who don't retain the app, and 5,985,000, the number of ad impressions by users who do. This equals 6,792,500. Use Stanford Venture Lab's average revenue estimate of $3 per 1,000 add impressions: 6,792,500 impressions divided by 1,000 times = 6,792.5 X $3 equals $20,377.50 mobile ad revenue per 100,000 app Download's.
(Remember we expect them to be on it lot longer than 10 minutes so it could even be as high as $45,000.00)

This is just the base and does not include subscription or up-sells


The Markiplier mini-series beginning JULY 2016!

MARKIPLIER #1 (OF 4)
 
Publisher: RED GIANT ENTERTAINMENT
(W) Benny Powell, Mark "Markiplier" Fischbach (A) Tina Francisco & Various (CA) Mark Evans
YouTube superstar Markiplier (Has over 12 million followers on YOUTUBE) embarks on a cross-dimensional adventure when he actives a mysterious watch sent to him by a "fan." He finds himself sucked into the world of Red Giant comics, featuring such characters as Tesla and the demigods from Wayward Sons! Will he survive long enough to make it home? Fast approaching 11.5 million subscribers, Mark "Markiplier" Fischbach stars in his first comic book adventure!
MARKIPLIER #2 (OF 4)
First look at the main cover, coming in August (in May Previews coming soon!).

And here is the incentive cover for Markiplier #2. It is painted by the incomparable Brandon Peterson and will be available to retailers at a ratio of 1:5 for every copy they order of the series. This marks the first incentive program red giant has done but won't be the last... Hope you guys will enjoy these as much as we do.

Markiplier #2 of 4 the exclusive cover by well known Marvel cover artist Brandon Peterson. 



Markiplier #3 of 4 the exclusive cover (as of 6/18/16 this is noted as not the final version of the exclusive)



Markiplier #3 of 4



Markiplier #4 0f 4



Markiplier #4 of 4 the exclusive cover
 
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RED GIANT TO PUBLISH MARKIPLIER GRAPHIC NOVEL (This is where the Markiplier idea is first announced. Although the comic series is not a graphic novel, he is invading the various Giant-Size line of comics - see above.)
 

"I will have my own comic... that I will be in!" announced Markiplier to the cheers of the packed crowd at the Red Giant / Keenspot panel during San Diego Comic-Con 2015. Markiplier will be starring in an all-new Red Giant Entertainment original graphic novel that will be made available for sale in both print and digital formats through mass-market retail locations worldwide.

With more than 13 million subscribers and 4 billion video views on his gaming comedy channel, Markiplier ranks among YouTube's biggest superstars. This first in a potential series of MARKIPLIER comics will see the character given a mysterious device by an overzealous fan that allows him to transverse dimensions, offering unlimited opportunities for the goofy gamer to get into madcap mischief. Markiplier quickly invades the various worlds of the GIANT-SIZE line of comics, further expanding the brand of each to the millions of Markiplier fans worldwide.   



 

Mark 'Markiplier' Fischbach Joins Red Giant Entertainment's Board of Directors

YouTube Superstar Brings Extraordinary New Media Expertise To Board

ORLANDO, FL--(Marketwired - November 12, 2014) -  Red Giant Entertainment Inc. (OTC: REDG), an innovative Intellectual Property company specializing in high quality characters and content for use in a variety of media and entertainment, is thrilled to announce that Mark Fischbach has joined the Company's Board of Directors.

Fischbach, who is widely known across the internet as 'Markiplier,' has built a YouTube fan base of more than 4.2 million subscribers on his gaming comedy channel 'markiplierGAME.' To date, his channel has generated more than one billion views, putting him in a rarefied group of 'YouTube Billionaires' that includes such household names as Beyonce, Justin Bieber, and Katy Perry.

For the week of November 7, Fischbach's channel was the 27th most viewed channel on YouTube and 15th most-viewed US-based, ranking higher than channels like College Humor, Comedy Central and Rihanna. YouTube, a Google company, is the third most popular website in the world.

Since July 2012, Fischbach has held monthly livestreams for charities, in which he sets a fundraising goal and plays continually until that goal is met. To date, he has raised $482,479 for charity. The 'MarkiplierGAME' channel is affiliated with Maker Studios, a multi-channel network that in March was purchased by The Walt Disney Company in a deal valued at up to $950 million.

Next year, Fischbach will make his silver screen debut in Lionsgate's THE SMOSH MOVIE, a big screen spin-off of YouTube's popular 'Smosh' comedy channel starring Anthony Padilla and Ian Hecox. 

"We are glad to have Mr. Fischbach joining our Board of Directors," said Benny Powell, CEO of Red Giant Entertainment. "He brings much-needed new media savvy and experience to our team as we make moves into our transmedia landscape. We have no doubt he will prove to be an invaluable member of the team."


WATCH JOURNEY TO MAGIKA NOW ON HULU - A past project of Red Giant Entertainment


http://www.hulu.com/watch/721296
Click above link and open in a new tab to watch it live now on HUL




SYNOPSIS : Five soldiers, shot down and behind enemy lines in a battle over water, frozen in the deep craters of the lunar surface, find themselves marooned on the dark side of the moon. With depleting air and supplies, they have no choice but to start a dangerous trek through hostile territory. As their numbers dwindle and nerves fray, they make an amazing discovery about the moon that just might save their lives, but destroy the very cause that they are fighting for.

Inspired by the storytelling of classic science-fiction literature from the 50’s, but with a 21st century twist, Shockwave, Darkside is an exciting, thoughtful and timely exploration of the tense collision between faith and reason.

REVIEW: Starring Bill Sage (Boardwalk Empire), Mei Melancon (Nightmare Code), Sonequa Martin-Green (The Walking Dead) and Rich Ceraulo (Supergirl), this ten year labor of love by director Jay Weisman attempts to tell the story of 5 soldiers stuck behind enemy lines in a war for water.

The earth has been rendered uninhabitable through the poisoning of water resources, which leads humanity to create a new home on the moon. However, water is in scarce supply on the lunar surface, which creates a desperate struggle for survival.  Through this struggle, the human race divides itself into two groups, those who believe in a faith based system, and those who do not. Both groups actively seek to destroy the other in hopes of gaining control of the natural resources. In the midst of the war, a particular group of fighters, on their way to the front lines, are shot down en route, and find themselves stranded without hope of rescue.

Throughout the movie, between dodging enemy fire, dealing with dwindling air supplies, and crew members dying off, the characters discuss the morality of religious systems, what exactly in life is worth dying for, and the propaganda that keeps wars going.

Seriously heavy content that is delivered in a rather unique outer space setting, but does drive its point home fairly well. The action is good, the storyline compelling, special effects are interesting, and the characters are fairly solid. Gaps in the story line and overzealous digital effects break the continuity of the film up, and create some distractions at inopportune moments in the movie. Despite its shortcomings, we would recommend giving the film a go at least once.

 
 

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http://redgiantentertainment.com

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Disclaimer: We are not certified finanical analysts and anyone investing should be aware of the risks. OTC companies are extremely volatile and you could lose all your money. Please do your Due Diligence before investing in any company. Thank You and good luck trading and/or investing. 
 
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REDG News: Statement of Ownership (sc 13g) 06/10/2016 04:02:04 PM
REDG News: Current Report Filing (8-k) 04/28/2016 05:31:55 PM
REDG News: Amended Statement of Ownership (sc 13g/a) 04/18/2016 11:08:05 AM
PostSubject
#66891  Sticky Note Invest in the 6th most influential person in Mr/Green 05/11/16 01:16:41 PM
#65971  Sticky Note POWFOLIO revenues revised! I double and triple thedocg 05/02/16 11:21:31 PM
#64506  Sticky Note REDG Projected Revenues Mr/Green 04/22/16 03:28:02 PM
#62475  Sticky Note POW Folio Demonstration Videos AJH92 03/07/16 07:05:38 PM
#69559   Do you know how often the download numbers coopaloop21 07/02/16 01:05:47 AM
#69558   Don't sell benny short. He is responsible for duke2742 07/02/16 12:25:08 AM
#69557   There are so many red flags with this duke2742 07/02/16 12:19:56 AM
#69556   Oh boy. . .seriously? Benny is no genius. MC10459 07/02/16 12:12:10 AM
#69555   Today's action in the stock is shear briliant Stockman1010101 07/01/16 11:27:52 PM
#69554   Tlsmd, amazing how two years in a penny flaflyersfan 07/01/16 11:05:37 PM
#69553   Thanks rickn for getting the full release out thedocg 07/01/16 10:59:35 PM
#69552   Maybe my 0001's might be worth something finally. CapnLookOut 07/01/16 10:12:20 PM
#69551   Looking back at today's L2 activity, IMO there number___9 07/01/16 09:10:37 PM
#69550   PowFolio Free Comic Book App Launches on Android rickn23 07/01/16 09:03:53 PM
#69549   Powfolio Android Officially Launches!!!!!!!! Justafy7 07/01/16 09:03:52 PM
#69548   Way before expected. I figured it would hit number___9 07/01/16 08:51:20 PM
#69547   Nice coopaloop21 07/01/16 08:46:27 PM
#69546   Powfolio just launched live on android! Docg thedocg 07/01/16 08:42:36 PM
#69544   I bought 17M shares at $.0001. Hoping to Stockman1010101 07/01/16 06:14:31 PM
#69543   I took a small position today at 1 TradeasaurusRex 07/01/16 06:10:15 PM
#69542   I wonder where some members of this board MC10459 07/01/16 06:06:27 PM
#69541   Dude, Alexa, facebook likes.... it's a no brainer TradeasaurusRex 07/01/16 05:30:29 PM
#69540   This is too easy: TradeasaurusRex 07/01/16 05:28:27 PM
#69539   We're going to be rich. duke2742 07/01/16 05:28:17 PM
#69538   exactly TradeasaurusRex 07/01/16 05:23:44 PM
#69537   Concerns! What concerns? Catpole 07/01/16 05:22:58 PM
#69536   LOL, and you've been so spot on with TradeasaurusRex 07/01/16 05:17:51 PM
#69535   So! Not worried! Catpole 07/01/16 05:16:27 PM
#69534   Yup, the good old days. High trips TradeasaurusRex 07/01/16 05:02:24 PM
#69533   Ha, maybe he went swimming in the algae TradeasaurusRex 07/01/16 05:00:01 PM
#69532   Zika? rickn23 07/01/16 04:58:26 PM
#69531   I bet a fever is coming on soon TradeasaurusRex 07/01/16 04:58:01 PM
#69530   It's posters this year TradeasaurusRex 07/01/16 04:56:52 PM
#69529   I thought Benny was judged when he didn't rickn23 07/01/16 04:56:44 PM
#69528   Shareholders video coming soon. Maybe we can duke2742 07/01/16 04:48:11 PM
#69527   Selling ones at two is 100% profit. TradeasaurusRex 07/01/16 04:47:07 PM
#69526   So have your motives. Happy 4th coopaloop21 07/01/16 04:46:52 PM
#69525   The most Important thing today, IMO, was Tlsmd 07/01/16 04:46:36 PM
#69524   Your right. BENNY SAID they were almost duke2742 07/01/16 04:45:48 PM
#69523   I'm glad I'm averaged in the low trips. MC10459 07/01/16 04:44:04 PM
#69522   1.5B shares dumped today! OUCH!!!! TradeasaurusRex 07/01/16 04:40:02 PM
#69521   About 5---5,000 share trades near the end of Tlsmd 07/01/16 04:39:19 PM
#69520   My pleasure OBE . Yes we have been Tlsmd 07/01/16 04:28:43 PM
#69519   I am just waiting for a Benny response. wingman4 07/01/16 04:21:38 PM
#69518   Hey coop sorry about that---we have to wait Tlsmd 07/01/16 04:18:46 PM
#69517   zwagbox probably already did but okay... coopaloop21 07/01/16 04:11:20 PM
#69516   Don't worry guys, t-shirt sells will cover duke2742 07/01/16 04:07:20 PM
#69515   back to 2!!! Dr- T 07/01/16 04:02:44 PM
#69514   Alright~~~~ Closed back at .0002. I look for Justafy7 07/01/16 04:01:37 PM
#69513   HA! I was just thinking the same thing! OBE 07/01/16 03:58:53 PM
#69511   Hope someone taps us out to close back Justafy7 07/01/16 03:53:00 PM
#69510   Indeed - 120M on the visible bid at AJH92 07/01/16 03:50:23 PM
#69509   So you didn't get the 1's you wanted. Catpole 07/01/16 03:44:34 PM
#69508   I thank you very-much for your input TLSMD. OBE 07/01/16 03:42:10 PM
PostSubject