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)
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)
June 18, 2012 8k (for period June 11, 2012 - REDG transitioning from Castmor to Red Giant with the first full description of the Business)
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
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)
Oct. 26, 2012 Correspondence to SEC confirming legal advice regarding 8k amendments needed)
Nov. 6, 2012 8k/a (for period June 11, 2012 - the amendments to the 8k after the SEC requested fixes)
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)
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)
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
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)
Jan. 22, 2013 10k/a (for period Aug. 31, 2012 - amendment to 10k previously filed)
Jan. 22, 2013 10q (for period Nov. 30, 2012 - quarterly report first financials for 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.
March 25, 2013 8k (for period March 25, 2013 - relationship with Keenspot)
-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)
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)
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)
April 9, 2013 8k (for period April 3, 2013 - change in auditors)
April 10, 2013 8k (for period April 10, 2013 - Lin Pictures agreement for Wayward Sons Legends)
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)
April 15, 2013 NT10q (for period Feb 28, 2013 - late filing notice of the 10q)
April 15, 2013 8k/a (for period April 3, 2013 - amendments to 8k for that period - change of accountants)
April 15, 2013 Correspondence with SEC (April 15, 2013 - regarding fixes to 8k amendment number 2 filed June 18, 2012)
April 16, 2013 Correspondence with SEC (April 16, 2013 - more detailed report of fixes to 8k amendment number 2 filed June 18, 2012)
April 19, 2013 10q (for period Feb. 28, 2013 - quarterly report filed - no notes listed as of yet)
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)
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)
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 :
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)
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
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)
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,
July 18, 2013 Correspondence to SEC from REDG (for 8k amendment #2 April 12, 2013 - changing audit firms and law firms)
August 19, 2013 8k (for period Aug 19, 2013 - convertible debt financing with WHC)
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)
August 28, 2013 8k/a (for period April 3, 2013 - accountant changing)
Sept 11, 2013 Correspondence from SEC (regarding 8k/a April 9, April 15, and August 22, 2013 filings - issue with late filings)
Sept 16, 2013 Accounting correspondence to SEC from REDG (disagreements and changes filed with sec for disclosure)
Sept 17, 2013 Correspondence to REDG from SEC (regarding 8 k/a April 9, 2013)
Sept. 20, 2013 8k/a (for period June 6, 2012 - more fixes to the 8k from 2012 - amendment #3)
Sept 20, 2013 8k (for period Sept. 20, 2013 - Transactions with Iconic Holdings - 2nd convertible note on record)
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)
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)
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.)
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)
December 2, 2013 NT10k (for period Aug. 31, 2013 - notification of late filing for 10k report)
Decembe 4, 2013 SEC upload (SEC generated letter - for 8k filed June 18, 2013 general statement about assuring rules are applied and followed)
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)
The registrant had 457,558,273 shares of common stock outstanding as of November
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,
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)
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)
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)
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)
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 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.
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.
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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.