Friday, March 08, 2019 3:35:08 PM
Old Intro Page as of 03/08/2019:
Red Giant Entertainment - REDG
REDG Board of Director "Markiplier" Mark Fischbach receives the Prestigous Make-A-Wish Foundation Celebrity of the Year
Markiplier Promotes Red Giant
San Diego Comic-Con Panel Discussion 2016 Video Link - Sorry, having trouble embedding.
https://youtu.be/Mwa8I1BfyIM
Latest info revision: 12/2/16
http://redgiantentertainment.com
About Red Giant Entertainment: ...is an intellectual property development company...as a transmedia company the true goal is development of these properties into variuos ancilliary media forms...
Red Giant Entertainment Inc. Share Structure as of 12-2-2016.
Authorized: 12,000,000,000
Issued and Outstanding: 8,663,950,695 (unchanged since 9/22)
Restricted: 507,387,202
Revenue Generating Products from REDG:
REDG in Partnership with Glowdot Productions presents POWfolio!
PowFolio is the world's first ultra-high quality, super fast, FREE streaming comic reader, available for iOS and Android! Already ranked in 78 countries around the World and #1 Comic Reader app in iOS free books category for 4 straight months
http://www.powfolio.com
"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 62 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.
Some News/Reviews of POWfolio (sorry, linking was buggy and didn't have time to fix):
http://comicplug.com/powfolio-app-review/
http://www.horrorsociety.com/2016/10/27/read-hundreds-graphic-novels-powfolio-nexflix-comics/
http://us.blastingnews.com/lifestyle/2016/09/powfolio-app-connects-fans-to-comics-and-provides-writers-with-a-publishing-platform-001150299.html
POWfolio for Apple devices: https://itunes.apple.com/us/app/powfolio-free-premium-comics/id1088396866?mt=8
POWfolio for Android devices: https://play.google.com/store/apps/details?id=com.glowdot.powfolio
How to Calculate App 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
ZWAGBOX!
"Thousands are being shipped Internationally" - company statements.
First boxes out and received from early to mid Sept 2016
Currently (11/23/16) Zwagbox is being delayed until a full time management team specifically for ZWAG box can be in place. Company feedback has stated they are projecting before Christmas, that ZWAG box should be back up and delivering - much more efficiently and consistently than the unfortunate original launch.
www.zwagbox.com
See the zwagbox website for specific details about the subscription box service.
Also note, they are selling Markiplier related products in the zwagbox store as well.
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
The above chart was created to show the potential pps based on zwagbox subscriptions. This is not saying it WILL happen; just that the POTENTIAL is there to happen.
The Markiplier Comic Book mini-series
Youtube star Markiplier, with over 15 million suscrbers, is integrated into Red Giant Entertainment comics for retail as well as exclusive ZWAGbox items. Below are the covers for both the regular retail and the exclusive editions. See company Facebook page for more details.Also a compilation Markiplier Book is showing in previews.
WATCH JOURNEY TO MAGIKA NOW ON HULU - A past project of David Campiti (REDG board member) and distributed by Red Giant Entertainment
http://www.hulu.com/watch/721296
Click above link and open in a new tab to watch it live now on HULU
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.
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 in the entirety but I have linked the two main ones for easy access. Hopefully there will be a separate section to keep track of notes listed in filings for future reference. There are copied and pasted portions of ALL 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.:
Filings Schedule and expected filing report dates: Note: although REDG has filings they have missed 10q's and 10k's - they are behind on both schedules and it is their intent to get current as soon as possible per company information they shared on their website.
10q Quarterly dates and reports: Feb. 28(early March), May 31 (early June) file, Nov. 31(early Dec.)
10k Annual Report fiscal year ends Aug. 31 (out early Sept.)
14c: stockholders meetings - although to date the meeting is held with the board of directors.
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.
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.
Jan. 27, 2014 8k (for period Jan. 27, 2014 - Typenex details outlined - definitive agreement which began June 2, 2013.)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000057/g7251.txt
On June 21, 2013, we entered into a Securities Purchase Agreement (the "Typenex
SPA") with Typenex Co-Investment, LLC ("Typenex") under which we concurrently
issued to Typenex a Secured Convertible Promissory Note in principal amount of
$557,500 with an original issue discount of $50,000 plus an additional $7,500 to
cover Typenex's due diligence and legal fees in connection therewith (the
"Typenex Note") in exchange for $100,000 in cash, two secured notes (the
"Secured Buyer Notes") and two unsecured notes (the "Unsecured Buyer Notes";
together with the Secured Buyer Notes, the "Buyer Notes").
The Typenex Note is convertible into shares of our common stock in five tranches
consisting of an initial tranche of $157,500 plus interest and other fees and
amounts due and four tranches of $100,000 plus interest and other fees and
amounts due, with conversion of the last four tranches conditioned upon payment
in full of the Buyer Note corresponding to such tranche.
Jan. 27, 2014 8k/a (for period Jan. 27, 2014 - amendment 1 for 8k on same date - had to fix date on the 8k is all)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000058/g7251a.txt
Jan. 31, 2014 CT order (for Jan. 31, 2014 - confidential treatment order)
https://www.sec.gov/Archives/edgar/data/1411179/999999999714000514/9999999997-14-000514-index.htm
Red Giant Entertainment, Inc. submitted an application under Rule 24b-2 requesting confidential treatment for information it excluded from the Exhibits to a Form 10-K filed on December 5, 2013.
Feb. 4, 2014 13g (for period Feb. 4, 2014 - Asher Holdings shares details - debt financing)
https://www.sec.gov/Archives/edgar/data/1411179/000114420414005767/v367178_sc13g.htm
51,934,320*
*Consists of Common Stock that the reporting person has the right to acquire by way of conversion of promissory note(s), subject to the right of the issuer to repay the note(s) as set forth in the terms of the note(s)
Percent of Class Represented by Amount in Row (9)
9.99% (based on the total of 519,863,070 outstanding shares of Common Stock)
Feb. 20, 2014 10k/a (for period Aug. 31, 2013 - amendment 1 for 10k - updates to financial aspects)
https://www.sec.gov/Archives/edgar/data/1411179/000072174814000174/f10ka_redgiant083113.htm
This Amendment No. 1 (this “Amendment”) to our Annual Report on Form 10-K originally filed on December 5, 2013 is made to adjust financial statements presented for omitted account and transactions related to convertible notes received and directly disbursed for amounts payable. Additional adjustment has been made for accounting for acquisition. Please refer to Note 1 to our financial statements regarding restatement of the originally reported financial statements. We have also revised “Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters, And Issuer Purchases Of Equity Securities— Recent Sales of Unregistered Securities” and “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” due to the previously omitted transactions. The financial statements and disclosures herein do not reflect events that may have occurred subsequent to December 5, 2013, the original date of filing, and do not modify or update any filings made with the Securities and Exchange Commission after December 5, 2013.
April 10, 2014 10k/a (for period Aug. 31, 2013 - amendment 2 for 10k)
https://www.sec.gov/Archives/edgar/data/1411179/000072174814000346/f10ka2_redgiant.htm
The purpose of this Amendment No. 2 to the registrant’s Annual Report on Form 10-K/A Amendment No. 1 for the year ended August 31, 2013, filed with the Securities and Exchange Commission on February 20, 2014 (the “Form 10-K/A”), is solely to furnish Exhibit 101 to the Form 10-K/A Amendment No. 1, Exhibit 101 provides the financial statements and related notes from the Form 10-K/A Amendment No. 1 formatted in XBRL (Extensible Business Reporting Language).
No other changes have been made to the Form 10-K/A Amendment No. 1. This Amendment No. 2 to the Form 10-K/A Amendment No. 1 speaks as of the original filing date of the Form 10-K/A Amendment No. 1, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-K/A Amendment No. 1.
April 14, 2014 NT 10q (for period Feb. 24, 2014 - late filing notice)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000224/0001165527-14-000224-index.htm
April 16, 2014 - 10q/a (for quarter Nov. 30, 2013 - amendment 1 for 10q)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000232/g7372.txt
As of January 13, 2014, there were 537,994,184 shares of our common stock,
$0.0001 par value per share, issued and outstanding.
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.
April. 21, 2014 10q (for quarter ending Feb. 28, 2014 - lots of debt conversion in this one)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000241/g7373a.htm
As of April 18, 2014, there were 1,525,694,394 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 1,274,000,000 common stock equivalents outstanding at February 28, 2014, related to the convertible debt arrangements.
During the three month period ending November 30, 2013, the Company issued 22,636,273 shares of its common stock in satisfaction of convertible obligations in the amount of $60,000. During the three month period ending February 28, 2014, the Company issued 244,324,232 shares of its common stock in satisfaction of convertible obligations, in the amount of $405,000.
Convertible debt holders converted debt in exchange for 809,270,319 shares of common stock.
In the period subsequent to February 28, 2014, the Company issued 14,541,570 common shares to consultants, under agreement, in satisfaction of amounts payable.
The Company has issued convertible notes in exchange for proceeds, in the amount of $53,000, less fees charged.
On January 24, 2014, we agreed with GEL to reduce the second of four $75,000 Secured Promissory Note issued by GEL to us (each, a “GEL Payment Note”) as consideration the second of four $75,000 6% Convertible Redeemable Secured Notes (each, a “Back End Note”) issued by us to GEL in the form filed as Exhibit 4.12 to our Annual Report on Form 10-K filed with the SEC on December 5, 2013, to $35,000 and extend the maturity date of the amended GEL Payment Note to April 24, 2014, and received the remaining $40,000 GEL Payment Note in March 2014 to complete the originally contemplated $75,000 tranche.
On January 30, 2014, we entered into a Settlement Agreement and Release (the “AGS Settlement”) with AGS to settle an action brought by AGS against us in the Circuit Court of the Second Judicial Circuit, Leon County, Florida (the “Court”) for our failure to pay certain invoices (the “Invoices”) purchased by AGS from certain creditors of ours, including (i) $17,901.30 owed by us to Active Media Publishing, LLC, an entity controlled by Benny R. Powell, an officer and director of us; and (ii) $56,352 owed by us to Glass House Graphics, a sole proprietorship owned by David Campiti an officer and director of us. Following a fairness hearing pursuant to Section 3(a)(10) of the Securities Act of 1933, the Court approved and we concurrently issued to AGS a 12% Convertible Promissory Note in principal amount of $149,129.50 (the “December AGS Note”) as payment in full of the Invoices.
On January 8, 2014, we issued an 18% Convertible Promissory Note in principal amount of $19,000 (the “January AGS Note”; together with the December AGS Note, the “AGS Notes”) to AGS.
On February 5, 2014, we entered into a Settlement Agreement and Release (the “IBC Settlement”) with IBC to settle an action brought by IBC against us in the Circuit Court of the Twelfth Judicial Circuit, Saratosa County, Florida (the “Court”) for our failure to pay certain invoices (the “Invoices”) purchased by IBC from certain creditors of ours, none of whom were related parties of us or our affiliates. Following a fairness hearing pursuant to Section 3(a)(10) of the Securities Act of 1933, the Court approved and we issued to IBC 7,500,000 shares of common stock as payment in full of the Invoices and agreed to issue to IBC in one or more tranches as necessary that certain number of shares equal to the $102,000 owed under the Invoices divided by the IBC Repayment Price (as defined below) (the “Repayment Obligation”). IBC and we agreed that IBC does not intend to own more than 9.99% of our outstanding common stock at any time (the “Limitation”).
Conversions of Debt
From December 2013 through January 2014, Iconic Holdings, LLC converted a portion of the principal and interest owed to it under Secured Convertible Notes substantially in the form filed as Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on September 20, 2013 into an aggregate of 44,949,897 shares of our common stock.
From December 2013 through February 2014, GEL converted a portion of the principal and interest owed to it under a $50,000 6% Convertible Redeemable Note filed as Exhibit 4.11 to our Annual Report on Form 10-K filed with the SEC on February 20, 2014 into an aggregate of 33,649,197 shares of our common stock.
From January through February 2014, JMJ Financial converted a portion of the principal and interest owed to it under a promissory note filed as Exhibit 4.13 to our Annual Report on Form 10-K filed with the SEC on February 20, 2014 into an aggregate of 11,500,000 shares of our common stock.
From January through February 2014, Typenex Co-Investment, LLC converted a portion of the principal and interest owed to it 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 into an aggregate of 25,890,776 shares of our common stock.
In February 2014, WHC Capital, LLC converted a portion of the principal and interest owed to it 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 into an aggregate of 27,300,000 shares of our common stock.
In February 2014, IBC converted $26,125 in Repayment Obligations owed to it under the IBC Settlement filed as Exhibit 4.4 hereto into an aggregate of 22,500,000 shares of our common stock.
In February 2014, AGS converted a portion of the principal and interest owed to it under the AGS Notes filed as Exhibits 4.2 and 4.3 hereto into an aggregate of 54,992,695 shares of our common stock.
In February 2014, JSJ Investments, Inc. converted $28,875 in principal and interest owed to it under a $27,500 convertible note filed as Exhibit 4.7 to our Annual Report on Form 10-K filed with the SEC on December 5, 2013 into an aggregate of 16,041,667 shares of our common stock.
All conversions were performed pursuant to the terms of the underlying convertible debt.
On March 5, 2014, we issued a $53,000 8% convertible, redeemable note (the “LG Note”) to LG with an original issue discount covering $3,000 in LG’s legal fees in connection with the LG Note. The LG Note is due and payable on March 5, 2015, with interest payable in shares of our common stock.
In March 2014, AGS converted a portion of the principal and interest owed to it under the AGS Notes filed as Exhibits 4.2 and 4.3 hereto into an aggregate of 124,401,880 shares of our common stock.
In March 2014, IBC converted $76,235.00 in Repayment Obligations owed to it under the IBC Settlement filed as Exhibit 4.4 hereto into an aggregate of 140,077,922 shares of our common stock.
In March 2014, Typenex Co-Investment, LLC converted $69,661 in principal and interest owed to it 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 into an aggregate of 81,002,267 shares of our common stock.
In March and April 2014 prior to the date of this Quarterly Report, JMJ Financial converted $47,161.67 in principal and interest owed to it under a promissory note filed as Exhibit 4.13 to our Annual Report on Form 10-K filed with the SEC on February 20, 2014 into an aggregate of 116,747,628 shares of our common stock.
In March and April 2014 prior to the date of this Quarterly Report, GEL converted a portion of the principal and interest owed to it under a $50,000 6% Convertible Redeemable Note filed as Exhibit 4.11 to our Annual Report on Form 10-K filed with the SEC on February 20, 2014 into an aggregate of 89,946,818 shares of our common stock.
In March and April 2014 prior to the date of this Quarterly Report, WHC Capital, LLC converted a portion of the principal and interest owed to it 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 into an aggregate of 162,772,845 shares of our common stock.
In April 2014 prior to the date of this Quarterly Report, Asher converted $46,000 in principal and interest owed to it under convertible promissory notes in substantially the form filed as Exhibit 4.9 to our Annual Report on Form 10-K filed with the SEC on December 5, 2013 into an aggregate of 51,685,393 shares of our common stock.
All conversions were performed pursuant to the terms of the underlying convertible debt.
In April 2014 prior to the date of this Quarterly Report, we issued an aggregate of 14,541,570 shares to IMI as required by our Service Agreement, as amended, with IMI as disclosed in our Annual Report on Form 10-K filed February 20, 2014.
April 22, 2014 13g (for April 22, 2014 - WHC holdings filing - convertible debt)
https://www.sec.gov/Archives/edgar/data/1411179/000121465914002944/n422140sc13g.htm
137,772,845*
Consists of common stock which the reporting person has the right to acquire by way of conversion of a convertible note. See the Issuer's filings with the Securities and Exchange Commission for additional information regarding the Convertible Note.
May 5, 2014 10q/a (for Feb. 28, 2014 - amendment 1 for 10q)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000260/g7389.htm
EXPLANATORY PARAGRAPH
This Amendment No. 1 (this “Amendment”) to our Report on Form 10-Q originally filed on April 16, 2014 is made solely to (i) revise “Note 8 – Business Sections” to our unaudited financial statements to disclose the revenues, cost of sales and gross margin from our service offerings for the three months ended February 28, 2014 separately from the respective figures for the six months ended February 28, 2014, as well as add comparison data for the three and six months ended February 28, 2013; and(ii) revise “Note 10 – Subsequent Events” to our unaudited financial statements and “Part II, Item 5. Other Information” to (a) disclose the issuance of 25,000,000 stock options to our officers and directors; and (b) add additional disclosure re: the amount of principal and interest converted in certain debt conversions. The financial statements and disclosures herein do not reflect events that may have occurred subsequent to April 16, 2014, the original date of filing, and do not modify or update any filings made with the Securities and Exchange Commission after April 16, 2014.
May 9, 2014 8k (for period May 5, 2014 - listing shares issued to notes)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000277/g7402.txt
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
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
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
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
May 27, 2014 8k (for period May 27 - listing shares issued to notes)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000277/g7402.txt
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
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
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
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
July 9, 2014 8k (for period July 9, 2014 - changing auditors)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000401/g7476.txt
July 11, 2014 8k (for July 10, 2014 - Toys R Us agreement)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000402/g7478.txt
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
PROMOTION AGREEMENT WITH TOYS "R" US - DELAWARE, INC. ("TRU")
On June 16, 2014, we entered into a Promotion Agreement (the "Promotion
Agreement") with TRU for the distribution of our Giant-Size Line of Comics.
July 11, 2014 - 8k (for July 11, 2014 - agreements with note holder’s GEL, LG, JSJ, and transfer of shares to note holders to convert debt - WHC, LG)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000404/g7477.txt
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
TRANSACTIONS WITH GEL PROPERTIES, LLC ("GEL")
On April 28, 2014, we issued a $40,000 8% Convertible Redeemable Note to GEL
(the "GEL Note") in exchange for a $40,000 Collateralized Secured Promissory
Note due December 27, 2014 (contingent on our continuing to meet current
information requirements of Rule 144 under the Securities Act) issued by GEL to
us (the "GEL Payment Note"), bearing interest at the rate of 8% per annum and
secured by a $75,000 8% convertible promissory note issued by BioNeutral, Inc.
to GEL. Provided, however, we agreed that to reimburse GEL $6,000 in legal fees
and due diligence fees paid by GEL.
The GEL Note is due and payable on April 28, 2015, with interest payable in
shares of common stock.
TRANSACTIONS WITH LG CAPITAL FUNDING, LLC ("LG")
On May 24, 2014, we entered into a Securities Purchase Agreement with LG (the
"LG SPA") under which we agreed to issue two 9% convertible notes in the
principal amount of $50,000 each for an aggregate principal amount of $100,000
(each a "LG Note") in exchange for (i) $50,000 in cash for the first LG Note;
and (ii) for the second LG Note, a $50,000 promissory note issued by LG to us
(the "LG Payment Note") due January 30, 2015.
The LG Notes are due and payable on May 30, 2015, with interest payable in
shares of common stock.
The descriptions above of the LG SPA, the first LG GEL Note, the Second LGA
Note, and the LG Payment Note do not purport to be complete and are qualified in
their entirety by reference to the full text of the LG SPA, the first LG GEL
Note, the Second LGA Note, and the LG Payment Note, a copy of which is filed as
4.2, 4.3, 4.4 and 99.2 hereto, respectively.
UNSECURED CONVERTIBLE NOTE TO JSJ INVESTMENTS, INC. ("JSJ")
On June 10, 2014, we issued a $50,000 12% Convertible Note (the "JSJ Note") to
JSJ.
As of May 27, 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 May 27, 2014, we issued 82,320,000 shares of common stock to WHC Capital LLC
to convert $45,276 in partial principal and interest due under the 12% Secured
Convertible Debenture
On June 4, 2014, we issued 54,685,981 shares of common stock to LG to convert
$32,811.59 in principal and interest due under the 9% Convertible Redeemable
Note dated October 2, 2013 (the "2013 LG Note"). The issuance
was made pursuant to a May 27, 2014 notice of conversion and fully paid off the
2013 LG Note.
On June 6, 2014, we issued 38,197,717 shares of common stock to Iconic Holdings,
LLC to convert $22,918.63 of principal and interest due under the 9.9% Secured
Convertible Promissory Note dated April 15, 2013. The
issuance was made pursuant to a June 3, 2014 notice of conversion.
On June 13, 2014, we issued 30,000,000 to JMJ Financial to convert $15,000 of
partial principal and interest due under the Promissory Note. The issuance was made pursuant to a June 10, 2014 notice of conversion.
On July 10, 2014, we issued 50,000,000 to JMJ Financial to convert $22,500 of
partial principal and interest due under the Promissory Note. The issuance was made pursuant to a July 8, 2014 notice of conversion.
On July 10, 2014, we issued 86,644,000 shares of common stock to WHC Capital LLC
to convert $42,888.78 in principal and interest due under the 12% Secured
Convertible Debenture. The issuance was made pursuant to a June
18, 2014 notice of conversion.
On July 11, 2014, we are issuing 11,111,698 shares of common stock to GEL
Properties, LLC to convert $12,445.12 in principal and interest due under 6%
Convertible Redeemable Secured Notes. The issuance
was made pursuant to a July 7, 2014 notice of conversion.
ITEM 8.01 - OTHER EVENTS (Move to OTC Pink from OTCQB)
As a result of an OTCQB eligibility standard effective May 1, 2014 that requires
OTCQB companies to maintained a minimum bid price of $0.01 per share as of the
close of business for at least one of the previous 30 consecutive calendar days,
the Company was required to move from the OTCQB tier of the OTC Markets to the
OTC Pink tier as of May 7, 2014.
July 17, 2014 13g (for event day Feb 7, 2014 - settlement with ICB and transfer of shares)
https://www.sec.gov/Archives/edgar/data/1411179/000121390014004959/sc13g0214ibc_redgiant.htm
52,010,944 shares of Common Stock were, as of February 7, 2014 (the “Settlement Date”), the maximum amount of shares of Common Stock that could be owned directly by IBC Funds LLC (the “IBC”) pursuant to an order (the “Order”) entered by the Circuit Court of the Twelfth Judicial Circuit in and for Sarasota County, Florida (the “Court”) approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, in accordance with a settlement agreement and stipulation (the “Settlement Agreement”) between the Issuer and IBC in the matter entitled IBC Funds LLC v. Red Giant Entertainment, Inc., (the “Action”). IBC commenced the Action against the Issuer on February 6, 2014 to recover $102,000 of past-due accounts payable of the Issuer, which IBC had purchased from vendors of the Issuer pursuant to terms of separate receivable purchase agreements between IBC and such vendors (the “Claim”). The Order provides for the full and final settlement of the Claim and the Action. The Settlement Agreement became effective and binding upon the Issuer and IBC upon execution of the Order by the Court on the Settlement Date. For purposes of calculating the percentage of the class, IBC has been informed by the Issuer that there were a total of 525,363,070 shares of Common Stock outstanding on the Settlement Date.
July 15, 2014 NT 10q (for period May 31, 2014 - late filing notice)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000416/0001165527-14-000416-index.htm
July 17, 2014 13g (for July 16, 2014 - IBC shares 52,010,944 for Feb 7, 2014)
https://www.sec.gov/Archives/edgar/data/1411179/000121390014004959/sc13g0214ibc_redgiant.htm
52,010,944 shares of Common Stock were, as of February 7, 2014 (the “Settlement Date”), the maximum amount of shares of Common Stock that could be owned directly by IBC Funds LLC (the “IBC”) pursuant to an order (the “Order”) entered by the Circuit Court of the Twelfth Judicial Circuit in and for Sarasota County, Florida (the “Court”) approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, in accordance with a settlement agreement and stipulation (the “Settlement Agreement”) between the Issuer and IBC in the matter entitled IBC Funds LLC v. Red Giant Entertainment, Inc., (the “Action”). IBC commenced the Action against the Issuer on February 6, 2014 to recover $102,000 of past-due accounts payable of the Issuer, which IBC had purchased from vendors of the Issuer pursuant to terms of separate receivable purchase agreements between IBC and such vendors (the “Claim”). The Order provides for the full and final settlement of the Claim and the Action. The Settlement Agreement became effective and binding upon the Issuer and IBC upon execution of the Order by the Court on the Settlement Date.
July 17, 2014 13g/a (for July 16, 2014 - Amendment for previous IBC shares now zero - event date April 2, 2014)
https://www.sec.gov/Archives/edgar/data/1411179/000121390014004962/sc13g0414a1ibc_redgiant.htm
July 23, 2014 10q (for May 31, 2014 - quarterly filings notes, diluted earnings included)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000446/g7495a.htm
As of July 18, 2014, there were 2,171,534,973 shares of the Company's common stock, $0.001 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 1,545,000,000 common stock equivalents outstanding at May 31, 2014, related to the convertible debt arrangements, which have been excluded from diluted earnings per share since their effect would have been anti-dilutive.
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.
During the three and nine month periods ending May 31, 2014, the Company issued 1,202,602,616 and 1,451,432,007 shares of its common stock in upon conversion of $666,180 and $1,071,180 of convertible notes payable, respectively. The Company recognized a loss in the amount of $3,996,268 and $4,589,509, respectively, resulting from the excess in the fair market value of the stock above that of the retired debt.
NOTE 9 – SUBSEQUENT EVENTS
Subsequent to May 31, 2014, we have issued shares of common stock as follows:
·
On June 4, 2014, we issued 54,685,981 shares of common stock to LG Capital Funding, LLC to convert $32,811.59 in principal and interest due under the 9% Convertible Redeemable Note dated October 2, 2013 (the "2013 LG Note") filed as Exhibit 4.8 to our Annual Report on Form 10-K filed with the SEC on December 5, 2013. The issuance was made pursuant to a May 27, 2014 notice of conversion and fully paid off the 2013 LG Note.
·
On June 6, 2014, we issued 38,197,717 shares of common stock to Iconic Holdings, LLC to convert $22,918.63 of principal and interest due under the 9.9% Secured Convertible Promissory Note dated April 15, 2013 filed as Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on September 20, 2013. The issuance was made pursuant to a June 3, 2014 notice of conversion.
·
On June 13, 2014, we issued 30,000,000 to JMJ Financial to convert $15,000 of partial principal and interest due under the Promissory Note filed as Exhibit 4.13 to our Amended Annual Report on Form 10-K/A filed with the SEC on February 20, 2014.The issuance was made pursuant to a June 10, 2014 notice of conversion.
·
On July 10, 2014, we issued 50,000,000 to JMJ Financial to convert $22,500 of partial principal and interest due under the Promissory Note filed as Exhibit 4.13 to our Amended Annual Report on Form 10-K/A filed with the SEC on February 20, 2014. The issuance was made pursuant to a July 8, 2014 notice of conversion.
·
On July 10, 2014, we issued 86,644,000 shares of common stock to WHC Capital LLC to convert $42,888.78 in principal and interest due under the 12% Secured Convertible Debenture filed as 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 a June 18, 2014 notice of conversion.
·
On July 11, 2014, we issued 11,111,698 shares of common stock to GEL Properties, LLC to convert $12,445.12 in 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 February 20, 2014. The issuance was made pursuant to a July 7, 2014 notice of conversion.
Subsequent to May 31, 2014, we have entered into the following convertible debt arrangements:
On June 10, 2014, we issued a $50,000 12% Convertible Note (the "JSJ Note") to JSJ. The JSJ Note is due and payable on December 30, 2014 at a premium of 150% of the principal amount upon approval and acceptance by JSJ Investments; provided, however, that the principal balance of the note is payable on demand.
On July 11, 2014, we issued another $50,000 12% Convertible Note to JSJ (together with the June 10, 2014 12% Convertible Note, the “JSJ Notes”) with a maturity date of January 11, 2015. The JSJ Notes are identical in all respects other than the stated maturity date.
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.
The 1,785,900 shares repurchased under the stock repurchase program prior to the quarterly period ended May 31, 2014 are in process of being returned to authorized but unissued status.
Aug 1, 2014 8k (for Aug. 1, 2014 - agreement with JSJ - new note as of July 25, 2014)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000472/g7530.txt
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
NEW NOTE ISSUANCE TO JSJ INVESTMENTS, INC. ("JSJ")
On July 25, 2014, we issued a $100,000 22% Convertible Note (the "JSJ Note") to
JSJ. The JSJ Note is due and payable on January 25, 2015 at a premium of 150% of
the principal amount upon approval and acceptance by JSJ, with the principal
balance of the note payable on demand.
Aug 4, 2014 13g/a (for Aug. 1, 2014 - amended to show Asher note completed - zero shares - event Aug 1, 2014)
https://www.sec.gov/Archives/edgar/data/1411179/000114420414046633/v385621_sc13ga.htm
Aug 29, 2014 8k (for Aug. 29, 2014 - new note with JSJ - current holder of other notes and shares to JSJ, issuance of shares to JMJ, WHC, and warrant for shares from Typenex)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000532/g7571.txt
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
NEW NOTE ISSUANCE TO JSJ INVESTMENTS, INC. ("JSJ")
On August 20, 2014, we issued a $50,000 22% Convertible Note (the "JSJ Note") to
JSJ. The JSJ Note is due and payable on February 20, 2015
ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES
See Item 1.01 above.
On August 22, 2014, we issued 30,000,000 shares of our common stock to JMJ
Financial to convert $15,000 of the principal and interest owed under the
$335,000 Convertible Promissory Note dated as of June 13, 2013. The issuance was made pursuant to an August 20, 2014 notice of conversion.
On August 13, 2014, we received a notice of conversion from WHC Capital LLC to
convert $12,336.02 in principal and interest due under the 12% Secured
Convertible Debenture.filed as Exhibit 4.6 to our Annual Report on Form 10-K
filed with the SEC on December 5, 2013 into 22,429,128 shares of our common
stock. These shares have not yet been issued.
On August 22, 2014, we received a notice of exercise from Typenex Co-Investment,
LLC for a partial cashless exercise of a Warrant to Purchase Shares of Common
Stock filed as Exhibit 99.3 to our Current Report on Form 8-K filed with the SEC
on January 27, 2014 for 225,333,333 shares of common stock. These shares have
not yet been issued.
Nov 12, 2014 8k (for Nov. 12, 2014 - Mark Fischbach “Markiplier” is on the board - SEC fine/resolution)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000647/g7653.htm
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As of November 6, 2014, we entered into a Securities Purchase Agreement (the
"SPA") with Mark Fischbach under which we agreed to issue to Mr. Fischbach (i)
30,000,000 shares of our common stock (the "Common Shares"); and (ii) 5,000,000
shares of our proposed Series Z Preferred Stock, with rights, privileges and
preferences as set forth in Item 5.03 below (the "Series Z Preferred Shares")
(collectively with the Common Shares, the "Shares") for an aggregate price of
$200,000 (the "Purchase Price"). We closed on this transaction on November 12,
2014.
On November 5, 2014, the Securities and Exchange Commission (the "SEC")
instituted cease-and-desist proceedings against us in connection with the SEC's
review of the timeliness of our Current Report on Form 8-K filings and accepted
an offer of settlement submitted by us in anticipation of such proceedings.
Under the settlement, we consented to the entry of an order prohibiting us from
committing or causing any violations and any future violations of Sections 13(a)
of the Securities Exchange Act of 1934 and Rule 13a-11 promulgated thereunder
and agreed to pay a civil penalty of $25,000.
Dec. 2, 2014 NT10k (for Aug. 31, 2014 - late filing notice)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000691/0001165527-14-000691-index.htm
Dec. 30, 2014 8k (for Aug. 29, 2014 - agreement with Benny Powell - $150,000 he pays in exchange for Z shares - conversion shares for JSJ note)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000732/g7702.txt
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As of December 23, 2014, we entered into a Securities Purchase Agreement (the
"SPA") with our director and officer Benny R. Powell under which we agreed to
issue to Mr. Powell 5,000,000 shares of our Series Z Preferred Stock, with
rights, privileges and preferences as set forth in Item 5.03 below (the
"Shares") in exchange for payment of $150,000.00 (the "Purchase Price"). We
closed on this transaction on December 22, 2014.
On December 23, 2014, we issued 84,159,402 shares of our common stock to JSJ
Investments, Inc. to convert $55,545.21 of the principal and interest owed under
the $50,000 Convertible Promissory Note dated as of June 10, 2014 filed as
Exhibit 4.5 to our Current Report on Form 8-K filed on July 11, 2014 and amended
as reported our Current Report on Form 8-K filed on August 1, 2014. The issuance
was made pursuant to a December 11, 2014 notice of conversion.
Details of agreement
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000732/ex10-1.txt
WHEREAS, the Company currently has 3,000,000,000 shares of common stock, par
value $0.0001 per share ("Common Stock") authorized, and 2,675,721,877 shares of
Common Stock outstanding;
WHEREAS, the Company currently has 100,000,000 shares of preferred stock
authorized and a series of preferred stock designated as Series Z, of which
5,000,000 shares of preferred stock are issued and outstanding;
Jan. 13, 2015 Pre14c (for period Jan. 27, 2015 - A/S increase isssued to 6 billion - directors/meetings, Director Biographies listed)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000011/g7711.txt
DIRECTORS
The following table sets forth the name, age, and current position of the
directors elected by the Written Consent:
Name Age Position
Benny R. Powell 40 Chief Executive Officer, President, Chief
Financial Officer, Secretary, Director
David Campiti 56 Chief Operating Officer, Director
Chris Crosby 37 Chief Technology Officer, Director
Isen Robbins 46 Chief Intellectual Property Officer, Director
Aimee Schoof 43 Chief Business Development Officer, Director
Mark Fischbach 25 Director
MEETINGS OF THE BOARD
The Board held twenty-one meetings by teleconference from September 2013 through
August 2014. All directors attended 100% of such meetings of the Board. Although
the Board has not adopted a formal policy, all directors are expected to attend
each annual meeting of stockholders.
Jan 30, 2015 13g/a (for Jan. 30, 2015 - holdings for Typenex, Red Cliffs, JFV, John M. Fife (all one in the same)
https://www.sec.gov/Archives/edgar/data/1411179/000114036115003206/doc1.htm
*On the date of event which requires filing of this Statement, reporting person Typenex Co-Investment, LLC ("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 filling was 267,304,615, which is 9.99% of the 2,675,721,877 shares that were outstanding on that date (as reported in the Issuer's Preliminary Schedule 14C filed on January 13, 2015).
Feb 11, 2015 8k (for Jan. 28, 2015 - shares issued to JSJ for conversion of debt)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000051/g7742.txt
On January 28, 2015, we issued 127,683,352 shares of our common stock to JSJ
Investments, Inc. to convert $54,137.74 of the principal and interest owed under
the $50,000 Convertible Promissory Note dated as of June 10, 2014 filed as
Exhibit 4.5 to our Current Report on Form 8-K filed on July 11, 2014 and amended
as reported our Current Report on Form 8-K filed on August 1, 2014. The issuance
was made pursuant to a January 23, 2015 notice of conversion.
March 4, 2015 8k (for Feb. 19, 2015 - New note with JSJ a previous holder)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000099/g7773.txt
NEW NOTE ISSUANCE TO JSJ INVESTMENTS, INC. ("JSJ")
On February 19, 2015, we issued a $50,000 22% Convertible Note (the "JSJ Note")
to JSJ. The JSJ Note is due and payable on August 17, 2015
April 6, 2015 10k (for fiscal year ending Aug 31, 2014 annual report - approximately 2,693,271,000 common stock equivalents outstanding, attributable to the convertible debt agreements as of August 31, 2014. 10 total notes listed below)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000156/g7793.txt
The registrant had 2,887,564,631 shares of common stock outstanding as of April
2, 2015.
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 2,693,271,000 common stock equivalents outstanding,
attributable to the convertible debt agreements as of August 31, 2014.
We financed ourselves during the reporting period largely through the issuance
of securities to lenders in stock-based loan transactions. We dealt with several
lenders. The terms of certain transactions were carried forward from our prior
annual reporting period. The status of our loan financing transactions as of
August 31, 2014 is as follows:
LOAN TRANSACTIONS GROUPED BY LENDER
(starts on page 15/16)
1. TYPENEX CO-INVESTMENT, LLC (1 note)
2. ICONIC HOLDINGS, LLC (SPA and Registration requirement for restricted shares and 2 notes)
3. GEL PROPERTIES, LLC (4 notes)
4. SETTLEMENT AGREEMENT WITH AGS (December not paid but others to pay bills Active media, Glass House)
5. SETTLEMENT AGREEMENT WITH IBC
6. JMJ FINANCIAL
7. WHC CAPITAL, LLC Funding of this note was received in August 2013 and the
Debenture was paid in full during the reporting period.
8. LG CAPITAL FUNDING, LLC The
issuance was made pursuant to a May 27, 2014 notice of conversion and fully paid
off the 2013 LG Note.
9. JSJ INVESTMENTS, INC.
10. ASHER ENTERPRISES, INC.
CONVERSION OF DEBT, SHARE ISSUANCES, DEFAULT TO CERTAIN LOAN TERMS
Since the fiscal year end, we converted notes and accrued interest of
approximately $154,000 in exchange for 317,303,879 shares of our common stock.
In accordance with convertible note agreements, delinquent filings of our annual
and quarterly reports are subject to default provisions. As of the date of
filing, we are delinquent in filing this annual report for the year ended August
31, 2014 and in filing our report for the quarter ended November 30, 2014. These
delinquencies trigger defaults in the terms of outstanding loan covenants for
which monetary penalties are accruing. We estimate these costs to be
approximately $152,000, which satisfaction will require additional issuance of
common stock, in accordance with conversion terms of those agreements. We
estimate that an additional 315,000,000 shares of common stock will be required
to be issued in satisfaction of these terms.
April 6, 2015 DEF14c (for April 6, 2015 - shareholders meeting approve a board member, the auditors, and increase A/S to 6 billion from 3 billion)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000157/g7813.txt
Number of Percent of
Shares Shares
Name and Address of Title Beneficially Beneficially
Beneficial Owner of Class Owned Owned
---------------- -------- ----- -----
<S> <C> <C> <C>
Benny R. Powell Common 146,801,600 5.5%
Preferred 5,000,000 (1) 50.0%
David Campiti Common 43,300,000 1.6%
Chris Crosby Common 34,640,000 1.3%
Isen Robbins Common 43,300,000 1.6%
Aimee Schoof Common 43,300,000 1.6%
Mark Fischbach Common 75,000,000 2.8%
Preferred 5,000,000 (1) 50.00%
All Directors and officers Common 386,341,600 14.4%
as a group Preferred 10,000,000 100.00%
June 4, 2015 10q (for period ending Nov. 30, 2014 quarterly report - agreements, notes, penalties listed)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000266/g7877.htm
As of June 2, 2015, there were 2,988,799,395 shares of our common stock, $0.0001 par value per share, issued and outstanding.
As of November 6, 2014, the Company entered into a Securities Purchase Agreement (the "SPA") with Mark Fischbach under which we agreed to issue to Mr. Fischbach (i) 30,000,000 shares of our common stock (the "Common Shares"); and (ii) 5,000,000 shares of our proposed Series Z Preferred Stock, with rights, privileges and preferences as set forth above (the "Series Z Preferred Shares") (collectively with the Common Shares, the "Shares") for an aggregate price of $200,000 (the "Purchase Price"). We closed on this transaction on November 12, 2014. Mr. Fischbach is entitled appoint one member of our Board. Mr. Fischbach has been appointed to our Board.
As of November 30, 2014, we entered into an oral agreement with our director and officer Benny R. Powell under which we agreed to issue to Mr. Powell 5,000,000 shares of our Series Z Preferred Stock, with rights, privileges and preferences as set forth above in exchange for payment of $150,000. As of November 30, 2014 $100,000 has been received and $50,000 was applied as a reduction of amounts payable to Mr. Powell. The transaction closed in December 2014.
Our convertible note agreements contain default provisions, which include the provision that we are in default if we are delinquent in our filings of our annual and quarterly reports. As of December 15, 2014, the Company was in default under these provisions because we were delinquent in the filing of our annual report. We estimate these default costs will be approximately $224,000, which satisfaction will require additional issuance of common stock, in accordance with conversion terms of those agreements. We estimate that an additional 598,176,000 shares of common stock will be required to be issued in satisfaction of these terms.
NOTE 10 - SUBSEQUENT EVENTS
Subsequent to November 30, 2014, convertible debt holders converted approximately $103,250 in principal and interest in exchange for 291,112,163 shares of the Company's common stock.
On April 16, 2015, the Company amended its Articles of Incorporation, increasing the number of authorized common shares to 6,000,000,000. All shares of common stock are non-assessable and non-cumulative, with no preemptive rights. The balance sheet, as of November 30, 2014 retroactively reflects the authorized shares, as amended.
June 18, 2015 10q (for period ending Feb. 28, 2015 quarterly report - diluted earnings/notes/conversions)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000291/g7894.htm
As of June 15, 2015, there were 2,988,799,395 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 4,697,735,000 common stock equivalents outstanding at February 28, 2015, related to the convertible debt arrangements and an additional 25,000,000 options (with exercise price greater than market value as of February 28, 2015).
During the six month period ending February 28, 2014, the Company issued 266,960,505 shares of its common stock in satisfaction of obligation to $465,000 of convertible notes payable.
During the six month period ending February 28, 2015, the Company issued 418,538,643 shares of its common stock, with a fair market value of $614,558, upon conversion in satisfaction of $185,510 of convertible notes payable at the contractual rate. The shares issued were recorded at the quoted market price of the Company’s common stock at the date of conversion with the difference of $429,048 treated as a reduction to the derivative liability previously established for the convertible debt.
On December 4, 2014, we issued 79,269,409 shares of our common stock to LG Capital Funding, LLC to convert $52,317.81 of the principal and interest owed pursuant to a 9% Convertible Note dated May 30, 2014 between the Registrant and LG Capital Funding, LLC, which is incorporated herein by reference to our Current Report on Form 8-K filed on July 11, 2014. The issuance was made pursuant to a December 4, 2014 notice of conversion.
On December 23, 2014, we issued 84,159,402 shares of our common stock to JSJ Investments, Inc. to convert $55,545.21 of the principal and interest owed under the $50,000 Convertible Promissory Note dated as of June 10, 2014 filed as Exhibit 4.5 to our Current Report on Form 8-K filed on July 11, 2014 and amended as reported our Current Report on Form 8-K filed on August 1, 2014. The issuance was made pursuant to a December 11, 2014 notice of conversion.
On January 28, 2015, we issued 127,683,352 shares of our common stock to JSJ Investments, Inc. to convert $54,137.74 of the principal and interest owed under the $50,000 Convertible Promissory Note dated as of June 10, 2014 filed as Exhibit 4.5 to our Current Report on Form 8-K filed on July 11, 2014 and amended as reported our Current Report on Form 8-K filed on August 1, 2014. The issuance was made pursuant to a January 23, 2015 notice of conversion.
On February 19, 2015, we issued a $50,000 22% Convertible Note (the "JSJ Note") to JSJ. The JSJ Note is due and payable on August 17, 2015 at a premium of 150% of the principal amount upon approval and acceptance by JSJ Investments, Inc. (“JSJ”), with the principal balance of the note payable on demand. If we fail to repay the JSJ Note on demand, a default interest rate of 22% shall also apply from such date. We may not prepay this Note.
In accordance with convertible note agreements, delinquent filings of our annual and quarterly reports are subject to default provisions. As of the date of filing, we are delinquent in filing our reports for the quarters ended November 30, 2014, February 28, 2015 and were late in filing our annual report for the year ended August 31, 2014. These delinquencies trigger defaults in the terms of outstanding loan covenants for which monetary penalties are accruing. We estimate these costs to be approximately $360,000, which satisfaction will require additional issuance of common stock, in accordance with conversion terms of those agreements. We estimate that an additional 1,807,095,000 shares of common stock will be required to be issued in satisfaction of these terms.
July 15, 2015 NT10q (for May 31, 2015 - notice of late filing)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000335/0001165527-15-000335-index.htm
July 17, 2015 10q (for period ending May 31, 2015 quarterly report - notes/conversions listed)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000342/g7916.htm
As of July 15, 2015, there were 3,195,513,279 shares of our common stock, $0.0001 par value per share, issued and outstanding.
There were approximately 3,856,176,000 common stock equivalents outstanding at May 31, 2015, related to the convertible debt arrangements and an additional 25,000,000 options (with exercise price greater than market value as of May 31, 2015).
During the nine month period ending May 31, 2014, the Company issued 1,202,602,616 shares of its common stock in satisfaction of obligation to $666,180 of convertible notes payable.
During the nine month period ending May 31, 2015, the Company issued 418,538,643 shares of its common stock, upon conversion of $185,510 of convertible notes payable at the contractual rate. Accordingly, $429,048 of derivative liability was charged to additional paid in capital.
Subsequent to May 31, 2015, we have issued 206,713,884 shares of common stock, at the fair market value of $245,776, in accordance with conversion terms of our Convertible Promissory Note agreements, reducing the outstanding principal and interest of approximately $74,188 and reducing the derivative liability by approximately $171,588..
July 21, 2015 10q/a ( for period May 31, 2015 - amendment 1 for previous 10q)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000350/g7916a1.htm
Purpose of This Amendment
We are amending our Form 10-Q for the period ended May 31, 2015 to conform certain corrections of numerical data that we inadvertently omitted from the filed 10-Q. The corrections appear in Item 2 of Part II, and in Note 3 to our financial statements. Item 2 of Part II, our estimate of costs for monetary penalties, is changed from $360,000 to $366,000, and our estimate of additional shares of common stock required to be issued as a result is changed from 1,807,095,000 shares to 645,000,000 shares. The disclosure in Note 3 of our working capital deficit is changed from $6,788,739 to $4,530,541.
July 30, 2015 8k (for July 22, 2015 - notes from 10q previous)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000375/g7952.txt
ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES
We issued a total of 206,713,884 shares of common stock between June 22, 2015
and July 1, 2015 pursuant to notices of conversion delivered directly to our
stock transfer agent by the holders of our debt instruments as follows:
On June 22, 2015, we issued 34,848,485 shares to Iconic Holdings, LLC, to
convert $23,000 of the principal and interest owed under the $25,000 Convertible
Promissory Note dated as of December 20, 2013 filed as Exhibit 10.34 to our
Annual Report on Form 10-K filed on April 6, 2015. The issuance was made
pursuant to a June 18, 2015 notice of conversion.
On June 23, 2015, we issued 9,404,727 shares to LG Capital Funding, LLC to
convert $6,207.12 of the principal and interest owed under a $50,000 Convertible
Promissory Note dated as of May 30, 2014 filed as an Exhibit to our Current
Report on Form 8-K filed on July 11, 2014. The issuance was made pursuant to a
June 19, 2015 notice of conversion.
On June 24, 2015, we issued 20,000,000 shares to JMJ Financial to convert
$11,000 of the principal and interest owed under the $335,000 Convertible
Promissory Note dated as of June 13, 2013 filed as Exhibit 4.13 to our Amended
Annual Report on Form 10-K filed on February 20, 2014. The issuance was made
pursuant to a June 22, 2015 notice of conversion.
On June 26, 2015, we issued 15,415,239 shares to LG Capital Funding, LLC to
convert $9,326.22 of the principal and interest owed under a $50,000 Convertible
Promissory Note dated as of May 30, 2014 filed as an Exhibit to our Current
Report on Form 8-K filed on July 11, 2014. The issuance was made pursuant to a
June 26, 2015 notice of conversion.
Also on June 26, 2015, we issued 25,000,000 shares to JMJ Financial to convert
$12,500 of the principal and interest owed under the $335,000 Convertible
Promissory Note dated as of June 13, 2013 filed as Exhibit 4.13 to our Amended
Annual Report on Form 10-K filed on February 20, 2014. The issuance was made
pursuant to a June 26, 2015 notice of conversion.
On June 29, 2015, we issued 39,545,433 shares to Iconic Holdings LLC to convert
$6,151.51 of the principal and interest owed under the $25,000 Convertible
Promissory Note dated as of December 20, 2013 filed as Exhibit 10.34 to our
Annual Report on Form 10-K filed on April 6, 2015. The issuance was made
pursuant to a June 26, 2015 notice of conversion.
July 1, 2015, we issued 62,500,000 shares to Typenex Co-Investment, LLC to
convert $30,000 of the principal and interest owed under the Secured Convertible
Promissory Note dated as of June 21, 2013 filed as Exhibit 99.2 to our Current
Report on Form 8-K filed on January 27, 2014. The issuance was made pursuant to
a June 22, 2015 notice of conversion.
Aug 6, 2015 8k (for July 21, 2015 - notes - shares issued)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000385/g7959.txt
ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES
We issued a total of 395,281,215 shares of common stock between July 21, 2015
and July 31, 2015 pursuant to notices of conversion delivered directly to our
stock transfer agent by the holders of our debt instruments as follows:
On July 21, 2015, we issued 25,222,747 shares to LG Capital Funding, LLC to
convert $12,485.26?of the principal and interest owed under a $50,000
Convertible Promissory Note dated as of May 30, 2014 filed as an Exhibit to our
Current Report on Form 8-K filed on July 11, 2014. The issuance was made
pursuant to a July 13, 2015 notice of conversion.
On July 23, 2015, we issued 31,185,925 shares to WHC Capital, LLC to convert
$16,840.40?of the principal and interest owed under the 12% Convertible
Debenture dated August 1, 2013 filed as Exhibit 4.6 to our Annual Report on Form
10-K filed on December 5, 2013. The issuance was made pursuant to a July 7, 2015
notice of conversion.
July 24, 2015, we issued 75,661,667 shares to Typenex Co-Investment, LLC to
convert $36,317.60?of the principal and interest owed under the Secured
Convertible Promissory Note dated as of June 21, 2013 filed as Exhibit 99.2 to
our Current Report on Form 8-K filed on January 27, 2014. The issuance was made
pursuant to a July 17, 2015 notice of conversion.
On July 24, 2015, we issued 150,053,480 shares to JSJ Investments to convert
$53,018.90?of the principal and interest owed under the $100,000 Convertible
Promissory Note dated as of July 25, 2014 filed as Exhibit 4.1 to our Current
Report on Form 8-K filed on August 1, 2014. The issuance was made pursuant to a
July 21, 2015 notice of conversion.
Also on July 28, 2015, we issued 75,050,000 shares to JMJ Financial to convert
$26,020?of the principal and interest owed under the $335,000 Convertible
Promissory Note dated as of June 13, 2013 filed as Exhibit 4.13 to our Amended
Annual Report on Form 10-K filed on February 20, 2014. The issuance was made
pursuant to a July 16, 2015 notices of conversion.
On July 29, 2015, we issued 31,580,727 shares to LG Capital Funding, LLC to
convert $10,421.64?of the principal and interest owed under a $50,000
Convertible Promissory Note dated as of May 30, 2014 filed as an Exhibit to our
Current Report on Form 8-K filed on July 11, 2014. The issuance was made
pursuant to a July 20, 2015 notice of conversion.
On July 31, 2015, we issued 6,526,669 shares to JSJ Investments to convert
$2,306.09?of the principal and interest owed under the $50,000 Convertible
Promissory Note dated as of July 11, 2014 filed as Exhibit 10.50 to our Annual
Report on Form 10-K filed on April 6, 2015. The issuance was made pursuant to a
July 21, 2015 notice of conversion.
Oct. 6, 2015 8k (for Aug 6, 2015 - notes - shares issued summarized)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000385/g7959.txt
ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES
We issued a total of 684,644,254 shares of common stock between August 5, 2015
and August 24, 2015 pursuant to notices of conversion and notice of cashless
warrant exercise delivered directly to our stock transfer agent by the holders
of our debt instruments as follows:
On August 5, 2015, we issued 86,755,533 shares to JMJ Financial to convert
$13,013.33 of the principal and interest owed under the $335,000 Convertible
Promissory Note dated as of June 13, 2013 filed as Exhibit 4.13 to our Amended
Annual Report on Form 10-K filed on February 20, 2014. The issuance was made
pursuant to an August 3, 2015 notices of conversion.
On August 8, 2015, we issued 82,420,727 shares to LG Capital Funding, LLC to
convert $13,599.42 of the principal and interest owed under a $50,000
Convertible Promissory Note dated as of May 30, 2014 filed as an Exhibit to our
Current Report on Form 8-K filed on July 11, 2014. The issuance was made
pursuant to an August 5, 2015 notice of conversion.
On August 10, 2015, we issued 156,580,151 shares to JSJ Investments to convert
$24,896.24 of the principal and interest owed under the $100,000 Convertible
Promissory Note dated as of July 25, 2014 filed as Exhibit 4.1 to our Current
Report on Form 8-K filed on August 1, 2014. The issuance was made pursuant to an
August 3, 2015 notice of conversion.
On August 13, 2015, we issued 202,307,692 shares to Typenex Co-Investment, LLC
upon its cashless exercise of a warrant using 5,000,000 shares of our common
stock as payment. The warrant is dated June 21, 2013 and is filed as Exhibit
99.3 to our Current Report on Form 8-K filed on January 27, 2014. The issuance
was made pursuant to an August 2015 notice of exercise of warrant.
On August 24, 2015, we issued 156,580,151 shares to JSJ Investments to convert
$16,487.89 of the principal and interest owed under the $100,000 Convertible
Promissory Note dated as of July 25, 2014 filed as Exhibit 4.1 to our Current
Report on Form 8-K filed on August 1, 2014. The issuance was made pursuant to an
August 19, 2015 notice of conversion.
Oct. 6, 2015 8k (for period ending Sept. 28, 2015 - SEA - Stock Exchange Agreement with directors Aimee Schoof and Isen Robbins - combining Red Giant Media with Red Giant Entertainment)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000480/g8030.txt
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As of September 28, 2015, we entered into a Stock Exchange Agreement (the "SEA")
with our directors and officers Aimee Schoof and Isen Robbins under which we
agreed to issue to each of them 5,000,000 shares of our Series Z Preferred
Stock, with rights, privileges and preferences as set forth in Item 5.03 below
(the "Shares") in exchange for their 100% ownership interest in Red Giant Media,
LLC (the "Purchase Price"). The effect of the transaction is that Red Giant
Entertainment, Inc. will supplement its ownership rights to the following
properties:
"Shockwave Darkside,"
"Journey to Magika,"
"Last Blood,"
"Omphalos,"
"Wayward Sons Legends," and
"Wayward Sons"
(collectively, the "Properties").
In connection with the SEA, we are filing an amendment to our Certificate of
Designation with the Nevada Secretary of State, designating 20,000,000 shares of
our preferred stock as Series Z Preferred Stock, par value $0.0001 per share, an
increase of 10,000,000 previously designated Series Z Preferred shares.
Oct. 6, 2015 pre14 C (for period Oct. 19, 2015 - Shareholders report - A/S increase)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000481/g8031.txt
On October 5, 2015, the Board, acting pursuant to Nevada Revised Statutes
Section 78.390, deemed it in our best interests to take the action listed below:
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 6,000,000,000
to 12,000,000,000.
As of the Record Date, there were 4,673,463,343 shares of Common Stock
outstanding, with one vote per share.
Oct. 16, 2015 8k (for period Sept. 3, 2015 - notes - shares issued)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000496/g8034.txt
ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES
We issued a total of 653,357,928 shares of common stock between September 3,
2015 and October 1, 2015 pursuant to a notice of conversion and notices of
cashless warrant exercise delivered directly to our stock transfer agent by the
holders of our debt instruments as follows:
On September 3, 2015, we issued 156,580,151 shares to JSJ Investments to convert
$16,487.89?of the principal and interest owed under the $100,000 Convertible
Promissory Note dated as of August 20, 2014 filed as Exhibit 4.1 to our Current
Report on Form 8-K filed on August 29, 2014. The issuance was made pursuant to a
September 1, 2015 notice of conversion.
On September 4, 2015, we issued 333,133,333 shares to Typenex Co-Investment, LLC
upon its cashless exercise of a warrant using 5,700,000 shares of our common
stock as payment. The warrant is dated June 21, 2013 and is filed as Exhibit
99.3 to our Current Report on Form 8-K filed on January 27, 2014. The issuance
was made pursuant to an August 27, 2015 notice of exercise of warrant.
On October 1, 2015, we issued 163,644,444 shares to Typenex Co-Investment, LLC
upon its cashless exercise of a warrant using 2,800,000 shares of our common
stock as payment. The warrant is dated June 21, 2013 and is filed as Exhibit
99.3 to our Current Report on Form 8-K filed on January 27, 2014. The issuance
was made pursuant to a September 18, 2015 notice of exercise of warrant.
Oct. 29, 2015 13g (beneficial ownership VIS VIRES GROUP, INC.)
https://www.sec.gov/Archives/edgar/data/1411179/000114420415061437/v423213_sc13g.htm
VIS VIRES GROUP, INC.
111 Great Neck Road, Suite 216, Great Neck, NY 11021
466,878,988* **Consists of Common Stock that the reporting person has the right to acquire by way of conversion of a security.
Oct. 29, 2015 14c (for period Oct. 30, 2015 - stockholders notice - AS increase to 12 billion second filing)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000519/g8060.txt
(from information statement)
...to be effective 20 calendar days from the date of mailing this
Information Statement to you:
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 from 6,000,000,000 to 12,000,000,000.
As of the Record Date, there were 4,673,463,343 shares of Common Stock
outstanding, with one vote per share.
Oct. 29, 2015 DEF14c (for period Oct. 30, 2015 - stockholders meeting - AS increased to 12 billion also included board of directors holdings to date)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000519/g8060.txt
Dec. 3, 2015 NTN10k (notice of late filing of 10k for period ending Aug. 31, 2015)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000584/g8100.txt
Dec. 24, 2015 8k (Hoppel note and also shares issued for previous notes - and Oceana Settlement with agreement linked at the end)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000616/g8121.htm
NEW NOTE ISSUANCE AND AMENDMENT OF PRIOR NOTE TO LUCAS HOPPEL ("Hoppel")
On December 6, 2015, the parties amended the 12% $27,500.00 note issued to Lucas Hoppel on May 29, 2015 (the “Amended Note”). The Amended Note extends the payment date to twelve months and provides for a penalty of 150% of the outstanding principal amount in the event of default.
The new $100,000 convertible note issued to Lucas Hoppel (the “Hoppel Note”) contains a 12% interest charge and is due and payable one year from the date of each funding made by the lender.
The Hoppel Note contains a default provision, which provides that upon the occurrence of any event of default, the outstanding balance shall immediately increase to 150% of the outstanding balance immediately prior to the occurrence of the event of default (the “Default Effect”) and a penalty of $1,000 (one thousand) per day shall accrue until the default is remedied. The Default Effect shall automatically apply upon the occurrence of an Event of Default without the need for any party to give any notice or take any other action.
The Hoppel Note is convertible into shares of our common stock at a conversion price equal to the lesser of (a) $0.0001 or (b) 50% of the lowest trade occurring during the twenty five (25) consecutive Trading Days immediately preceding the applicable Conversion Date on which the Holder elects to convert all or part of this Note, subject to adjustment as provided in the Hoppel Note.
The description above of the Hoppel Note and the Amended Note do not purport to be complete and are qualified in their entireties by reference to the full text of the Hoppel Note and Amended Note filed as Exhibits 10.1 and 10.2 hereto.
ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES
1. See the description of the Hoppel Note in Item 1.01 above.
2. We issued a total of 450,052,453 shares of common stock between October 20, 2015 and December 18, 2015 pursuant to notices of conversion delivered directly to our stock transfer agent by the holders of our debt instruments as follows:
On October 20, 2015, we issued 40,000,000 shares to AGS Capital Group to convert $4,800.00 of the principal owed under a $19,000 note issued on January 8, 2014 filed as Exhibit 4.3 to our Quarterly Report on Form 10-Q filed on April 21, 2014. The issuance was made pursuant to an October 6, 2015 notice of conversion.
To LG Capital Funding, LLC, on October 21, 2015, November 4, 2015, and November 12, 2015, we issued 54,626,181 shares, 63,934,454 shares, and 91,491,818 shares, respectively, to convert $6,008.88, $7,032.79, and $5,032.35?of the principal and interest owed under a $18,000 9% Convertible Redeemable Promissory Note dated as of April 16, 2015. The issuances were made pursuant to October 21, 2015, November 3, 2015, and a November 10, 2015 notices of conversion, respectively.
On December 18, 2015, we issued 200,000,000 restricted shares to Russell C. Weigel, III, P.A., to pay $20,000 in legal fees pursuant to an agreement executed on December 11, 2015. The shares were issued at a price of $0.0001 per share.
The securities in paragraphs 1 and 2 above, and the underlying debt instruments where applicable, were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, or pursuant to Rule 506(b) of Regulation D. The shares were issued in private transactions, and all of the purchasers had a professional or lender relationship with us such that they had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to their respective acquisitions of our securities. All of the purchasers were aware that the shares of common stock offered had not been registered under the Securities Act or under any state securities laws and could not be re-offered or re-sold without registration with the SEC or without an applicable exemption from the registration requirements. All of the purchasers understood the economic risk of an investment in our securities. Neither we nor any person acting on our behalf offered or sold the securities by any form of general solicitation or general advertising.
3. We are issuing 250,000,000 shares of common stock as part of a settlement of a litigation matter described in Section 8 below.
Section 8 - Other Events
Item 8.01 Other Events.
On December 17, 2015 the U.S. District Court for the District of Nevada, after a fairness hearing, entered a Memorandum and Order in Oceana Capitol Group Limited v. Red Giant Entertainment, Inc.,Case No. 3:15-cv-00428-MMD, in which the plaintiff’s claim for payment of $180,288 plus attorneys’ fees and expenses was resolved with an initial issuance of 250,000,000 shares of Registrant’s common stock to be followed by additional issuances pursuant to the formula set forth in the parties’ Stipulation. The shares to be issued will be issued pursuant to Section 3(a)(10) of the Securities Act of 1933.
(Oceana Agreement is linked below)
https://docs.justia.com/cases/federal/district-courts/nevada/nvdce/3:2015cv00428/109695/12
(Filings for REDG are not done for 3 months and 10k for period ending Aug. 31, 2015 has not been submitted as of July 2, 2016 - other filings pick up again in April 2016 see below)
April 18, 2016 8k (for April 18, 2016 - Typenex, Red Cliffs, JFV, John Fife)
https://www.sec.gov/Archives/edgar/data/1411179/000114036116061345/doc1.htm
This report is filed by Typenex Co-Investment, LLC, Red Cliffs Investments, Inc., JVF Holdings, Inc., and John M. Fife with respect to the shares of Common Stock of the Issuer that are directly beneficially owned by Typenex Co-Investment, LLC and indirectly beneficially owned by the other reporting and filing persons.
April 28, 2016 8k (for March 1, 2016 - The “Markiplier” agreement - also Typenex extra details regarding shares issued - Hoppel note complaint)
https://www.sec.gov/Archives/edgar/data/1411179/000116552716000749/g8209.htm
In exchange for 50% of net revenues, Mr. Fischbach licenses to us on an exclusive world-wide basis the copyright and license to his likeness as it pertains to the character behind the proposed MARKIPLIER COMIC….The term of this agreement commences on the Effective Date and remains in full force and effect so long as any Property Rights to the likeness shall remain in perpetuity for the licenses so long as it remains in circulation in print and/or digital for a period of no less than 5 years.
On April 25, 2016, we issued 581,066,667 shares to Typenex Co-Investment, LLC, upon its cashless exercise of a warrant using 3,200,000 shares of our common stock as payment. The warrant is dated June 21, 2013 and is filed as Exhibit 99.3 to our Current Report on Form 8-K filed on January 27, 2014. The issuance was made pursuant to a March 28, 2016 notice of exercise of warrant.
June 10, 2016 13g (for period May 24, 2016 - Hoppel note complaint settlement completed and issued 400 million shares at par .0003 value to settle claim, may be issued more shares until claim is covered - Hoppel court documents in second link)
https://www.sec.gov/Archives/edgar/data/1411179/000149315216010718/sc13g.htm
https://courtrecords.lakecountyclerk.org/showcaseweb#/caseDetails/1504832/dockets
July 13, 2016 13g (July 13, 2016 - Hoppel share ownership = ZERO)
https://www.sec.gov/Archives/edgar/data/1411179/000149315216011515/sc13ga.htm
This statement does not explain if the zero shares were originally just 400 million, or if he was issued more. The increased share structure may indicate he was issued more. Regardless, as of July 13, 2016 he is at zero.
Contact Pacific Stock Transfer for share structure updates:
702-361-3033 Main Office 702-433-1979 Fax
571-485-9998 Billing Dept.
6725 Via Austi Parkway, Suite 300
Las Vegas, Nevada 89119
http://pacificstocktransfer.com/
http://pacificstocktransfer.com/contact/
Helpful Links:
http://redgiantentertainment.com
http://www.redgiantentertainment.com/videoreports/
https://www.facebook.com/RedGiantEntertainment
https://www.sec.gov/index.html
REDG Board of Directors Contact Information:
Benny Powell CEO: info@redgiantentertainment.com
David Campiti COO: david@glasshousegraphics.com
Chris Crosby CTO: superosity@keenspot.com
Isen Robbins Director - Chief Intellectual Property Officer: info@intrinsicvaluefilms.com
Aimee Schoof Director - Chief Business Development Officer: info@intrinsicvaluefilms.com
Mark "Markiplier" Fischbach Director: markiplierbusiness AT gmail DOT com (I listed his differently to stay in line with how he had it listed. You will need to type it in manually.)
Sign up for 'Red Giant Entertainment, Inc.' E-Mail List
http://investorshub.advfn.com/boards/chairmail_sub.aspx?board_id=495
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.
Red Giant Entertainment - REDG
REDG Board of Director "Markiplier" Mark Fischbach receives the Prestigous Make-A-Wish Foundation Celebrity of the Year
Markiplier Promotes Red Giant
San Diego Comic-Con Panel Discussion 2016 Video Link - Sorry, having trouble embedding.
https://youtu.be/Mwa8I1BfyIM
Latest info revision: 12/2/16
http://redgiantentertainment.com
About Red Giant Entertainment: ...is an intellectual property development company...as a transmedia company the true goal is development of these properties into variuos ancilliary media forms...
Red Giant Entertainment Inc. Share Structure as of 12-2-2016.
Authorized: 12,000,000,000
Issued and Outstanding: 8,663,950,695 (unchanged since 9/22)
Restricted: 507,387,202
Revenue Generating Products from REDG:
REDG in Partnership with Glowdot Productions presents POWfolio!
PowFolio is the world's first ultra-high quality, super fast, FREE streaming comic reader, available for iOS and Android! Already ranked in 78 countries around the World and #1 Comic Reader app in iOS free books category for 4 straight months
http://www.powfolio.com
"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 62 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.
Some News/Reviews of POWfolio (sorry, linking was buggy and didn't have time to fix):
http://comicplug.com/powfolio-app-review/
http://www.horrorsociety.com/2016/10/27/read-hundreds-graphic-novels-powfolio-nexflix-comics/
http://us.blastingnews.com/lifestyle/2016/09/powfolio-app-connects-fans-to-comics-and-provides-writers-with-a-publishing-platform-001150299.html
POWfolio for Apple devices: https://itunes.apple.com/us/app/powfolio-free-premium-comics/id1088396866?mt=8
POWfolio for Android devices: https://play.google.com/store/apps/details?id=com.glowdot.powfolio
How to Calculate App 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
ZWAGBOX!
"Thousands are being shipped Internationally" - company statements.
First boxes out and received from early to mid Sept 2016
Currently (11/23/16) Zwagbox is being delayed until a full time management team specifically for ZWAG box can be in place. Company feedback has stated they are projecting before Christmas, that ZWAG box should be back up and delivering - much more efficiently and consistently than the unfortunate original launch.
www.zwagbox.com
See the zwagbox website for specific details about the subscription box service.
Also note, they are selling Markiplier related products in the zwagbox store as well.
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
The above chart was created to show the potential pps based on zwagbox subscriptions. This is not saying it WILL happen; just that the POTENTIAL is there to happen.
The Markiplier Comic Book mini-series
Youtube star Markiplier, with over 15 million suscrbers, is integrated into Red Giant Entertainment comics for retail as well as exclusive ZWAGbox items. Below are the covers for both the regular retail and the exclusive editions. See company Facebook page for more details.Also a compilation Markiplier Book is showing in previews.
WATCH JOURNEY TO MAGIKA NOW ON HULU - A past project of David Campiti (REDG board member) and distributed by Red Giant Entertainment
http://www.hulu.com/watch/721296
Click above link and open in a new tab to watch it live now on HULU
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.
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 in the entirety but I have linked the two main ones for easy access. Hopefully there will be a separate section to keep track of notes listed in filings for future reference. There are copied and pasted portions of ALL 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.:
Filings Schedule and expected filing report dates: Note: although REDG has filings they have missed 10q's and 10k's - they are behind on both schedules and it is their intent to get current as soon as possible per company information they shared on their website.
10q Quarterly dates and reports: Feb. 28(early March), May 31 (early June) file, Nov. 31(early Dec.)
10k Annual Report fiscal year ends Aug. 31 (out early Sept.)
14c: stockholders meetings - although to date the meeting is held with the board of directors.
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.
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.
Jan. 27, 2014 8k (for period Jan. 27, 2014 - Typenex details outlined - definitive agreement which began June 2, 2013.)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000057/g7251.txt
On June 21, 2013, we entered into a Securities Purchase Agreement (the "Typenex
SPA") with Typenex Co-Investment, LLC ("Typenex") under which we concurrently
issued to Typenex a Secured Convertible Promissory Note in principal amount of
$557,500 with an original issue discount of $50,000 plus an additional $7,500 to
cover Typenex's due diligence and legal fees in connection therewith (the
"Typenex Note") in exchange for $100,000 in cash, two secured notes (the
"Secured Buyer Notes") and two unsecured notes (the "Unsecured Buyer Notes";
together with the Secured Buyer Notes, the "Buyer Notes").
The Typenex Note is convertible into shares of our common stock in five tranches
consisting of an initial tranche of $157,500 plus interest and other fees and
amounts due and four tranches of $100,000 plus interest and other fees and
amounts due, with conversion of the last four tranches conditioned upon payment
in full of the Buyer Note corresponding to such tranche.
Jan. 27, 2014 8k/a (for period Jan. 27, 2014 - amendment 1 for 8k on same date - had to fix date on the 8k is all)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000058/g7251a.txt
Jan. 31, 2014 CT order (for Jan. 31, 2014 - confidential treatment order)
https://www.sec.gov/Archives/edgar/data/1411179/999999999714000514/9999999997-14-000514-index.htm
Red Giant Entertainment, Inc. submitted an application under Rule 24b-2 requesting confidential treatment for information it excluded from the Exhibits to a Form 10-K filed on December 5, 2013.
Feb. 4, 2014 13g (for period Feb. 4, 2014 - Asher Holdings shares details - debt financing)
https://www.sec.gov/Archives/edgar/data/1411179/000114420414005767/v367178_sc13g.htm
51,934,320*
*Consists of Common Stock that the reporting person has the right to acquire by way of conversion of promissory note(s), subject to the right of the issuer to repay the note(s) as set forth in the terms of the note(s)
Percent of Class Represented by Amount in Row (9)
9.99% (based on the total of 519,863,070 outstanding shares of Common Stock)
Feb. 20, 2014 10k/a (for period Aug. 31, 2013 - amendment 1 for 10k - updates to financial aspects)
https://www.sec.gov/Archives/edgar/data/1411179/000072174814000174/f10ka_redgiant083113.htm
This Amendment No. 1 (this “Amendment”) to our Annual Report on Form 10-K originally filed on December 5, 2013 is made to adjust financial statements presented for omitted account and transactions related to convertible notes received and directly disbursed for amounts payable. Additional adjustment has been made for accounting for acquisition. Please refer to Note 1 to our financial statements regarding restatement of the originally reported financial statements. We have also revised “Item 5. Market For Registrant’s Common Equity, Related Stockholder Matters, And Issuer Purchases Of Equity Securities— Recent Sales of Unregistered Securities” and “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” due to the previously omitted transactions. The financial statements and disclosures herein do not reflect events that may have occurred subsequent to December 5, 2013, the original date of filing, and do not modify or update any filings made with the Securities and Exchange Commission after December 5, 2013.
April 10, 2014 10k/a (for period Aug. 31, 2013 - amendment 2 for 10k)
https://www.sec.gov/Archives/edgar/data/1411179/000072174814000346/f10ka2_redgiant.htm
The purpose of this Amendment No. 2 to the registrant’s Annual Report on Form 10-K/A Amendment No. 1 for the year ended August 31, 2013, filed with the Securities and Exchange Commission on February 20, 2014 (the “Form 10-K/A”), is solely to furnish Exhibit 101 to the Form 10-K/A Amendment No. 1, Exhibit 101 provides the financial statements and related notes from the Form 10-K/A Amendment No. 1 formatted in XBRL (Extensible Business Reporting Language).
No other changes have been made to the Form 10-K/A Amendment No. 1. This Amendment No. 2 to the Form 10-K/A Amendment No. 1 speaks as of the original filing date of the Form 10-K/A Amendment No. 1, does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-K/A Amendment No. 1.
April 14, 2014 NT 10q (for period Feb. 24, 2014 - late filing notice)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000224/0001165527-14-000224-index.htm
April 16, 2014 - 10q/a (for quarter Nov. 30, 2013 - amendment 1 for 10q)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000232/g7372.txt
As of January 13, 2014, there were 537,994,184 shares of our common stock,
$0.0001 par value per share, issued and outstanding.
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.
April. 21, 2014 10q (for quarter ending Feb. 28, 2014 - lots of debt conversion in this one)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000241/g7373a.htm
As of April 18, 2014, there were 1,525,694,394 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 1,274,000,000 common stock equivalents outstanding at February 28, 2014, related to the convertible debt arrangements.
During the three month period ending November 30, 2013, the Company issued 22,636,273 shares of its common stock in satisfaction of convertible obligations in the amount of $60,000. During the three month period ending February 28, 2014, the Company issued 244,324,232 shares of its common stock in satisfaction of convertible obligations, in the amount of $405,000.
Convertible debt holders converted debt in exchange for 809,270,319 shares of common stock.
In the period subsequent to February 28, 2014, the Company issued 14,541,570 common shares to consultants, under agreement, in satisfaction of amounts payable.
The Company has issued convertible notes in exchange for proceeds, in the amount of $53,000, less fees charged.
On January 24, 2014, we agreed with GEL to reduce the second of four $75,000 Secured Promissory Note issued by GEL to us (each, a “GEL Payment Note”) as consideration the second of four $75,000 6% Convertible Redeemable Secured Notes (each, a “Back End Note”) issued by us to GEL in the form filed as Exhibit 4.12 to our Annual Report on Form 10-K filed with the SEC on December 5, 2013, to $35,000 and extend the maturity date of the amended GEL Payment Note to April 24, 2014, and received the remaining $40,000 GEL Payment Note in March 2014 to complete the originally contemplated $75,000 tranche.
On January 30, 2014, we entered into a Settlement Agreement and Release (the “AGS Settlement”) with AGS to settle an action brought by AGS against us in the Circuit Court of the Second Judicial Circuit, Leon County, Florida (the “Court”) for our failure to pay certain invoices (the “Invoices”) purchased by AGS from certain creditors of ours, including (i) $17,901.30 owed by us to Active Media Publishing, LLC, an entity controlled by Benny R. Powell, an officer and director of us; and (ii) $56,352 owed by us to Glass House Graphics, a sole proprietorship owned by David Campiti an officer and director of us. Following a fairness hearing pursuant to Section 3(a)(10) of the Securities Act of 1933, the Court approved and we concurrently issued to AGS a 12% Convertible Promissory Note in principal amount of $149,129.50 (the “December AGS Note”) as payment in full of the Invoices.
On January 8, 2014, we issued an 18% Convertible Promissory Note in principal amount of $19,000 (the “January AGS Note”; together with the December AGS Note, the “AGS Notes”) to AGS.
On February 5, 2014, we entered into a Settlement Agreement and Release (the “IBC Settlement”) with IBC to settle an action brought by IBC against us in the Circuit Court of the Twelfth Judicial Circuit, Saratosa County, Florida (the “Court”) for our failure to pay certain invoices (the “Invoices”) purchased by IBC from certain creditors of ours, none of whom were related parties of us or our affiliates. Following a fairness hearing pursuant to Section 3(a)(10) of the Securities Act of 1933, the Court approved and we issued to IBC 7,500,000 shares of common stock as payment in full of the Invoices and agreed to issue to IBC in one or more tranches as necessary that certain number of shares equal to the $102,000 owed under the Invoices divided by the IBC Repayment Price (as defined below) (the “Repayment Obligation”). IBC and we agreed that IBC does not intend to own more than 9.99% of our outstanding common stock at any time (the “Limitation”).
Conversions of Debt
From December 2013 through January 2014, Iconic Holdings, LLC converted a portion of the principal and interest owed to it under Secured Convertible Notes substantially in the form filed as Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on September 20, 2013 into an aggregate of 44,949,897 shares of our common stock.
From December 2013 through February 2014, GEL converted a portion of the principal and interest owed to it under a $50,000 6% Convertible Redeemable Note filed as Exhibit 4.11 to our Annual Report on Form 10-K filed with the SEC on February 20, 2014 into an aggregate of 33,649,197 shares of our common stock.
From January through February 2014, JMJ Financial converted a portion of the principal and interest owed to it under a promissory note filed as Exhibit 4.13 to our Annual Report on Form 10-K filed with the SEC on February 20, 2014 into an aggregate of 11,500,000 shares of our common stock.
From January through February 2014, Typenex Co-Investment, LLC converted a portion of the principal and interest owed to it 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 into an aggregate of 25,890,776 shares of our common stock.
In February 2014, WHC Capital, LLC converted a portion of the principal and interest owed to it 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 into an aggregate of 27,300,000 shares of our common stock.
In February 2014, IBC converted $26,125 in Repayment Obligations owed to it under the IBC Settlement filed as Exhibit 4.4 hereto into an aggregate of 22,500,000 shares of our common stock.
In February 2014, AGS converted a portion of the principal and interest owed to it under the AGS Notes filed as Exhibits 4.2 and 4.3 hereto into an aggregate of 54,992,695 shares of our common stock.
In February 2014, JSJ Investments, Inc. converted $28,875 in principal and interest owed to it under a $27,500 convertible note filed as Exhibit 4.7 to our Annual Report on Form 10-K filed with the SEC on December 5, 2013 into an aggregate of 16,041,667 shares of our common stock.
All conversions were performed pursuant to the terms of the underlying convertible debt.
On March 5, 2014, we issued a $53,000 8% convertible, redeemable note (the “LG Note”) to LG with an original issue discount covering $3,000 in LG’s legal fees in connection with the LG Note. The LG Note is due and payable on March 5, 2015, with interest payable in shares of our common stock.
In March 2014, AGS converted a portion of the principal and interest owed to it under the AGS Notes filed as Exhibits 4.2 and 4.3 hereto into an aggregate of 124,401,880 shares of our common stock.
In March 2014, IBC converted $76,235.00 in Repayment Obligations owed to it under the IBC Settlement filed as Exhibit 4.4 hereto into an aggregate of 140,077,922 shares of our common stock.
In March 2014, Typenex Co-Investment, LLC converted $69,661 in principal and interest owed to it 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 into an aggregate of 81,002,267 shares of our common stock.
In March and April 2014 prior to the date of this Quarterly Report, JMJ Financial converted $47,161.67 in principal and interest owed to it under a promissory note filed as Exhibit 4.13 to our Annual Report on Form 10-K filed with the SEC on February 20, 2014 into an aggregate of 116,747,628 shares of our common stock.
In March and April 2014 prior to the date of this Quarterly Report, GEL converted a portion of the principal and interest owed to it under a $50,000 6% Convertible Redeemable Note filed as Exhibit 4.11 to our Annual Report on Form 10-K filed with the SEC on February 20, 2014 into an aggregate of 89,946,818 shares of our common stock.
In March and April 2014 prior to the date of this Quarterly Report, WHC Capital, LLC converted a portion of the principal and interest owed to it 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 into an aggregate of 162,772,845 shares of our common stock.
In April 2014 prior to the date of this Quarterly Report, Asher converted $46,000 in principal and interest owed to it under convertible promissory notes in substantially the form filed as Exhibit 4.9 to our Annual Report on Form 10-K filed with the SEC on December 5, 2013 into an aggregate of 51,685,393 shares of our common stock.
All conversions were performed pursuant to the terms of the underlying convertible debt.
In April 2014 prior to the date of this Quarterly Report, we issued an aggregate of 14,541,570 shares to IMI as required by our Service Agreement, as amended, with IMI as disclosed in our Annual Report on Form 10-K filed February 20, 2014.
April 22, 2014 13g (for April 22, 2014 - WHC holdings filing - convertible debt)
https://www.sec.gov/Archives/edgar/data/1411179/000121465914002944/n422140sc13g.htm
137,772,845*
Consists of common stock which the reporting person has the right to acquire by way of conversion of a convertible note. See the Issuer's filings with the Securities and Exchange Commission for additional information regarding the Convertible Note.
May 5, 2014 10q/a (for Feb. 28, 2014 - amendment 1 for 10q)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000260/g7389.htm
EXPLANATORY PARAGRAPH
This Amendment No. 1 (this “Amendment”) to our Report on Form 10-Q originally filed on April 16, 2014 is made solely to (i) revise “Note 8 – Business Sections” to our unaudited financial statements to disclose the revenues, cost of sales and gross margin from our service offerings for the three months ended February 28, 2014 separately from the respective figures for the six months ended February 28, 2014, as well as add comparison data for the three and six months ended February 28, 2013; and(ii) revise “Note 10 – Subsequent Events” to our unaudited financial statements and “Part II, Item 5. Other Information” to (a) disclose the issuance of 25,000,000 stock options to our officers and directors; and (b) add additional disclosure re: the amount of principal and interest converted in certain debt conversions. The financial statements and disclosures herein do not reflect events that may have occurred subsequent to April 16, 2014, the original date of filing, and do not modify or update any filings made with the Securities and Exchange Commission after April 16, 2014.
May 9, 2014 8k (for period May 5, 2014 - listing shares issued to notes)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000277/g7402.txt
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
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
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
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
May 27, 2014 8k (for period May 27 - listing shares issued to notes)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000277/g7402.txt
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
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
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
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
July 9, 2014 8k (for period July 9, 2014 - changing auditors)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000401/g7476.txt
July 11, 2014 8k (for July 10, 2014 - Toys R Us agreement)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000402/g7478.txt
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
PROMOTION AGREEMENT WITH TOYS "R" US - DELAWARE, INC. ("TRU")
On June 16, 2014, we entered into a Promotion Agreement (the "Promotion
Agreement") with TRU for the distribution of our Giant-Size Line of Comics.
July 11, 2014 - 8k (for July 11, 2014 - agreements with note holder’s GEL, LG, JSJ, and transfer of shares to note holders to convert debt - WHC, LG)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000404/g7477.txt
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
TRANSACTIONS WITH GEL PROPERTIES, LLC ("GEL")
On April 28, 2014, we issued a $40,000 8% Convertible Redeemable Note to GEL
(the "GEL Note") in exchange for a $40,000 Collateralized Secured Promissory
Note due December 27, 2014 (contingent on our continuing to meet current
information requirements of Rule 144 under the Securities Act) issued by GEL to
us (the "GEL Payment Note"), bearing interest at the rate of 8% per annum and
secured by a $75,000 8% convertible promissory note issued by BioNeutral, Inc.
to GEL. Provided, however, we agreed that to reimburse GEL $6,000 in legal fees
and due diligence fees paid by GEL.
The GEL Note is due and payable on April 28, 2015, with interest payable in
shares of common stock.
TRANSACTIONS WITH LG CAPITAL FUNDING, LLC ("LG")
On May 24, 2014, we entered into a Securities Purchase Agreement with LG (the
"LG SPA") under which we agreed to issue two 9% convertible notes in the
principal amount of $50,000 each for an aggregate principal amount of $100,000
(each a "LG Note") in exchange for (i) $50,000 in cash for the first LG Note;
and (ii) for the second LG Note, a $50,000 promissory note issued by LG to us
(the "LG Payment Note") due January 30, 2015.
The LG Notes are due and payable on May 30, 2015, with interest payable in
shares of common stock.
The descriptions above of the LG SPA, the first LG GEL Note, the Second LGA
Note, and the LG Payment Note do not purport to be complete and are qualified in
their entirety by reference to the full text of the LG SPA, the first LG GEL
Note, the Second LGA Note, and the LG Payment Note, a copy of which is filed as
4.2, 4.3, 4.4 and 99.2 hereto, respectively.
UNSECURED CONVERTIBLE NOTE TO JSJ INVESTMENTS, INC. ("JSJ")
On June 10, 2014, we issued a $50,000 12% Convertible Note (the "JSJ Note") to
JSJ.
As of May 27, 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 May 27, 2014, we issued 82,320,000 shares of common stock to WHC Capital LLC
to convert $45,276 in partial principal and interest due under the 12% Secured
Convertible Debenture
On June 4, 2014, we issued 54,685,981 shares of common stock to LG to convert
$32,811.59 in principal and interest due under the 9% Convertible Redeemable
Note dated October 2, 2013 (the "2013 LG Note"). The issuance
was made pursuant to a May 27, 2014 notice of conversion and fully paid off the
2013 LG Note.
On June 6, 2014, we issued 38,197,717 shares of common stock to Iconic Holdings,
LLC to convert $22,918.63 of principal and interest due under the 9.9% Secured
Convertible Promissory Note dated April 15, 2013. The
issuance was made pursuant to a June 3, 2014 notice of conversion.
On June 13, 2014, we issued 30,000,000 to JMJ Financial to convert $15,000 of
partial principal and interest due under the Promissory Note. The issuance was made pursuant to a June 10, 2014 notice of conversion.
On July 10, 2014, we issued 50,000,000 to JMJ Financial to convert $22,500 of
partial principal and interest due under the Promissory Note. The issuance was made pursuant to a July 8, 2014 notice of conversion.
On July 10, 2014, we issued 86,644,000 shares of common stock to WHC Capital LLC
to convert $42,888.78 in principal and interest due under the 12% Secured
Convertible Debenture. The issuance was made pursuant to a June
18, 2014 notice of conversion.
On July 11, 2014, we are issuing 11,111,698 shares of common stock to GEL
Properties, LLC to convert $12,445.12 in principal and interest due under 6%
Convertible Redeemable Secured Notes. The issuance
was made pursuant to a July 7, 2014 notice of conversion.
ITEM 8.01 - OTHER EVENTS (Move to OTC Pink from OTCQB)
As a result of an OTCQB eligibility standard effective May 1, 2014 that requires
OTCQB companies to maintained a minimum bid price of $0.01 per share as of the
close of business for at least one of the previous 30 consecutive calendar days,
the Company was required to move from the OTCQB tier of the OTC Markets to the
OTC Pink tier as of May 7, 2014.
July 17, 2014 13g (for event day Feb 7, 2014 - settlement with ICB and transfer of shares)
https://www.sec.gov/Archives/edgar/data/1411179/000121390014004959/sc13g0214ibc_redgiant.htm
52,010,944 shares of Common Stock were, as of February 7, 2014 (the “Settlement Date”), the maximum amount of shares of Common Stock that could be owned directly by IBC Funds LLC (the “IBC”) pursuant to an order (the “Order”) entered by the Circuit Court of the Twelfth Judicial Circuit in and for Sarasota County, Florida (the “Court”) approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, in accordance with a settlement agreement and stipulation (the “Settlement Agreement”) between the Issuer and IBC in the matter entitled IBC Funds LLC v. Red Giant Entertainment, Inc., (the “Action”). IBC commenced the Action against the Issuer on February 6, 2014 to recover $102,000 of past-due accounts payable of the Issuer, which IBC had purchased from vendors of the Issuer pursuant to terms of separate receivable purchase agreements between IBC and such vendors (the “Claim”). The Order provides for the full and final settlement of the Claim and the Action. The Settlement Agreement became effective and binding upon the Issuer and IBC upon execution of the Order by the Court on the Settlement Date. For purposes of calculating the percentage of the class, IBC has been informed by the Issuer that there were a total of 525,363,070 shares of Common Stock outstanding on the Settlement Date.
July 15, 2014 NT 10q (for period May 31, 2014 - late filing notice)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000416/0001165527-14-000416-index.htm
July 17, 2014 13g (for July 16, 2014 - IBC shares 52,010,944 for Feb 7, 2014)
https://www.sec.gov/Archives/edgar/data/1411179/000121390014004959/sc13g0214ibc_redgiant.htm
52,010,944 shares of Common Stock were, as of February 7, 2014 (the “Settlement Date”), the maximum amount of shares of Common Stock that could be owned directly by IBC Funds LLC (the “IBC”) pursuant to an order (the “Order”) entered by the Circuit Court of the Twelfth Judicial Circuit in and for Sarasota County, Florida (the “Court”) approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, in accordance with a settlement agreement and stipulation (the “Settlement Agreement”) between the Issuer and IBC in the matter entitled IBC Funds LLC v. Red Giant Entertainment, Inc., (the “Action”). IBC commenced the Action against the Issuer on February 6, 2014 to recover $102,000 of past-due accounts payable of the Issuer, which IBC had purchased from vendors of the Issuer pursuant to terms of separate receivable purchase agreements between IBC and such vendors (the “Claim”). The Order provides for the full and final settlement of the Claim and the Action. The Settlement Agreement became effective and binding upon the Issuer and IBC upon execution of the Order by the Court on the Settlement Date.
July 17, 2014 13g/a (for July 16, 2014 - Amendment for previous IBC shares now zero - event date April 2, 2014)
https://www.sec.gov/Archives/edgar/data/1411179/000121390014004962/sc13g0414a1ibc_redgiant.htm
July 23, 2014 10q (for May 31, 2014 - quarterly filings notes, diluted earnings included)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000446/g7495a.htm
As of July 18, 2014, there were 2,171,534,973 shares of the Company's common stock, $0.001 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 1,545,000,000 common stock equivalents outstanding at May 31, 2014, related to the convertible debt arrangements, which have been excluded from diluted earnings per share since their effect would have been anti-dilutive.
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.
During the three and nine month periods ending May 31, 2014, the Company issued 1,202,602,616 and 1,451,432,007 shares of its common stock in upon conversion of $666,180 and $1,071,180 of convertible notes payable, respectively. The Company recognized a loss in the amount of $3,996,268 and $4,589,509, respectively, resulting from the excess in the fair market value of the stock above that of the retired debt.
NOTE 9 – SUBSEQUENT EVENTS
Subsequent to May 31, 2014, we have issued shares of common stock as follows:
·
On June 4, 2014, we issued 54,685,981 shares of common stock to LG Capital Funding, LLC to convert $32,811.59 in principal and interest due under the 9% Convertible Redeemable Note dated October 2, 2013 (the "2013 LG Note") filed as Exhibit 4.8 to our Annual Report on Form 10-K filed with the SEC on December 5, 2013. The issuance was made pursuant to a May 27, 2014 notice of conversion and fully paid off the 2013 LG Note.
·
On June 6, 2014, we issued 38,197,717 shares of common stock to Iconic Holdings, LLC to convert $22,918.63 of principal and interest due under the 9.9% Secured Convertible Promissory Note dated April 15, 2013 filed as Exhibit 10.3 to our Current Report on Form 8-K filed with the SEC on September 20, 2013. The issuance was made pursuant to a June 3, 2014 notice of conversion.
·
On June 13, 2014, we issued 30,000,000 to JMJ Financial to convert $15,000 of partial principal and interest due under the Promissory Note filed as Exhibit 4.13 to our Amended Annual Report on Form 10-K/A filed with the SEC on February 20, 2014.The issuance was made pursuant to a June 10, 2014 notice of conversion.
·
On July 10, 2014, we issued 50,000,000 to JMJ Financial to convert $22,500 of partial principal and interest due under the Promissory Note filed as Exhibit 4.13 to our Amended Annual Report on Form 10-K/A filed with the SEC on February 20, 2014. The issuance was made pursuant to a July 8, 2014 notice of conversion.
·
On July 10, 2014, we issued 86,644,000 shares of common stock to WHC Capital LLC to convert $42,888.78 in principal and interest due under the 12% Secured Convertible Debenture filed as 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 a June 18, 2014 notice of conversion.
·
On July 11, 2014, we issued 11,111,698 shares of common stock to GEL Properties, LLC to convert $12,445.12 in 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 February 20, 2014. The issuance was made pursuant to a July 7, 2014 notice of conversion.
Subsequent to May 31, 2014, we have entered into the following convertible debt arrangements:
On June 10, 2014, we issued a $50,000 12% Convertible Note (the "JSJ Note") to JSJ. The JSJ Note is due and payable on December 30, 2014 at a premium of 150% of the principal amount upon approval and acceptance by JSJ Investments; provided, however, that the principal balance of the note is payable on demand.
On July 11, 2014, we issued another $50,000 12% Convertible Note to JSJ (together with the June 10, 2014 12% Convertible Note, the “JSJ Notes”) with a maturity date of January 11, 2015. The JSJ Notes are identical in all respects other than the stated maturity date.
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.
The 1,785,900 shares repurchased under the stock repurchase program prior to the quarterly period ended May 31, 2014 are in process of being returned to authorized but unissued status.
Aug 1, 2014 8k (for Aug. 1, 2014 - agreement with JSJ - new note as of July 25, 2014)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000472/g7530.txt
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
NEW NOTE ISSUANCE TO JSJ INVESTMENTS, INC. ("JSJ")
On July 25, 2014, we issued a $100,000 22% Convertible Note (the "JSJ Note") to
JSJ. The JSJ Note is due and payable on January 25, 2015 at a premium of 150% of
the principal amount upon approval and acceptance by JSJ, with the principal
balance of the note payable on demand.
Aug 4, 2014 13g/a (for Aug. 1, 2014 - amended to show Asher note completed - zero shares - event Aug 1, 2014)
https://www.sec.gov/Archives/edgar/data/1411179/000114420414046633/v385621_sc13ga.htm
Aug 29, 2014 8k (for Aug. 29, 2014 - new note with JSJ - current holder of other notes and shares to JSJ, issuance of shares to JMJ, WHC, and warrant for shares from Typenex)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000532/g7571.txt
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
NEW NOTE ISSUANCE TO JSJ INVESTMENTS, INC. ("JSJ")
On August 20, 2014, we issued a $50,000 22% Convertible Note (the "JSJ Note") to
JSJ. The JSJ Note is due and payable on February 20, 2015
ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES
See Item 1.01 above.
On August 22, 2014, we issued 30,000,000 shares of our common stock to JMJ
Financial to convert $15,000 of the principal and interest owed under the
$335,000 Convertible Promissory Note dated as of June 13, 2013. The issuance was made pursuant to an August 20, 2014 notice of conversion.
On August 13, 2014, we received a notice of conversion from WHC Capital LLC to
convert $12,336.02 in principal and interest due under the 12% Secured
Convertible Debenture.filed as Exhibit 4.6 to our Annual Report on Form 10-K
filed with the SEC on December 5, 2013 into 22,429,128 shares of our common
stock. These shares have not yet been issued.
On August 22, 2014, we received a notice of exercise from Typenex Co-Investment,
LLC for a partial cashless exercise of a Warrant to Purchase Shares of Common
Stock filed as Exhibit 99.3 to our Current Report on Form 8-K filed with the SEC
on January 27, 2014 for 225,333,333 shares of common stock. These shares have
not yet been issued.
Nov 12, 2014 8k (for Nov. 12, 2014 - Mark Fischbach “Markiplier” is on the board - SEC fine/resolution)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000647/g7653.htm
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As of November 6, 2014, we entered into a Securities Purchase Agreement (the
"SPA") with Mark Fischbach under which we agreed to issue to Mr. Fischbach (i)
30,000,000 shares of our common stock (the "Common Shares"); and (ii) 5,000,000
shares of our proposed Series Z Preferred Stock, with rights, privileges and
preferences as set forth in Item 5.03 below (the "Series Z Preferred Shares")
(collectively with the Common Shares, the "Shares") for an aggregate price of
$200,000 (the "Purchase Price"). We closed on this transaction on November 12,
2014.
On November 5, 2014, the Securities and Exchange Commission (the "SEC")
instituted cease-and-desist proceedings against us in connection with the SEC's
review of the timeliness of our Current Report on Form 8-K filings and accepted
an offer of settlement submitted by us in anticipation of such proceedings.
Under the settlement, we consented to the entry of an order prohibiting us from
committing or causing any violations and any future violations of Sections 13(a)
of the Securities Exchange Act of 1934 and Rule 13a-11 promulgated thereunder
and agreed to pay a civil penalty of $25,000.
Dec. 2, 2014 NT10k (for Aug. 31, 2014 - late filing notice)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000691/0001165527-14-000691-index.htm
Dec. 30, 2014 8k (for Aug. 29, 2014 - agreement with Benny Powell - $150,000 he pays in exchange for Z shares - conversion shares for JSJ note)
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000732/g7702.txt
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As of December 23, 2014, we entered into a Securities Purchase Agreement (the
"SPA") with our director and officer Benny R. Powell under which we agreed to
issue to Mr. Powell 5,000,000 shares of our Series Z Preferred Stock, with
rights, privileges and preferences as set forth in Item 5.03 below (the
"Shares") in exchange for payment of $150,000.00 (the "Purchase Price"). We
closed on this transaction on December 22, 2014.
On December 23, 2014, we issued 84,159,402 shares of our common stock to JSJ
Investments, Inc. to convert $55,545.21 of the principal and interest owed under
the $50,000 Convertible Promissory Note dated as of June 10, 2014 filed as
Exhibit 4.5 to our Current Report on Form 8-K filed on July 11, 2014 and amended
as reported our Current Report on Form 8-K filed on August 1, 2014. The issuance
was made pursuant to a December 11, 2014 notice of conversion.
Details of agreement
https://www.sec.gov/Archives/edgar/data/1411179/000116552714000732/ex10-1.txt
WHEREAS, the Company currently has 3,000,000,000 shares of common stock, par
value $0.0001 per share ("Common Stock") authorized, and 2,675,721,877 shares of
Common Stock outstanding;
WHEREAS, the Company currently has 100,000,000 shares of preferred stock
authorized and a series of preferred stock designated as Series Z, of which
5,000,000 shares of preferred stock are issued and outstanding;
Jan. 13, 2015 Pre14c (for period Jan. 27, 2015 - A/S increase isssued to 6 billion - directors/meetings, Director Biographies listed)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000011/g7711.txt
DIRECTORS
The following table sets forth the name, age, and current position of the
directors elected by the Written Consent:
Name Age Position
Benny R. Powell 40 Chief Executive Officer, President, Chief
Financial Officer, Secretary, Director
David Campiti 56 Chief Operating Officer, Director
Chris Crosby 37 Chief Technology Officer, Director
Isen Robbins 46 Chief Intellectual Property Officer, Director
Aimee Schoof 43 Chief Business Development Officer, Director
Mark Fischbach 25 Director
MEETINGS OF THE BOARD
The Board held twenty-one meetings by teleconference from September 2013 through
August 2014. All directors attended 100% of such meetings of the Board. Although
the Board has not adopted a formal policy, all directors are expected to attend
each annual meeting of stockholders.
Jan 30, 2015 13g/a (for Jan. 30, 2015 - holdings for Typenex, Red Cliffs, JFV, John M. Fife (all one in the same)
https://www.sec.gov/Archives/edgar/data/1411179/000114036115003206/doc1.htm
*On the date of event which requires filing of this Statement, reporting person Typenex Co-Investment, LLC ("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 filling was 267,304,615, which is 9.99% of the 2,675,721,877 shares that were outstanding on that date (as reported in the Issuer's Preliminary Schedule 14C filed on January 13, 2015).
Feb 11, 2015 8k (for Jan. 28, 2015 - shares issued to JSJ for conversion of debt)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000051/g7742.txt
On January 28, 2015, we issued 127,683,352 shares of our common stock to JSJ
Investments, Inc. to convert $54,137.74 of the principal and interest owed under
the $50,000 Convertible Promissory Note dated as of June 10, 2014 filed as
Exhibit 4.5 to our Current Report on Form 8-K filed on July 11, 2014 and amended
as reported our Current Report on Form 8-K filed on August 1, 2014. The issuance
was made pursuant to a January 23, 2015 notice of conversion.
March 4, 2015 8k (for Feb. 19, 2015 - New note with JSJ a previous holder)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000099/g7773.txt
NEW NOTE ISSUANCE TO JSJ INVESTMENTS, INC. ("JSJ")
On February 19, 2015, we issued a $50,000 22% Convertible Note (the "JSJ Note")
to JSJ. The JSJ Note is due and payable on August 17, 2015
April 6, 2015 10k (for fiscal year ending Aug 31, 2014 annual report - approximately 2,693,271,000 common stock equivalents outstanding, attributable to the convertible debt agreements as of August 31, 2014. 10 total notes listed below)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000156/g7793.txt
The registrant had 2,887,564,631 shares of common stock outstanding as of April
2, 2015.
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 2,693,271,000 common stock equivalents outstanding,
attributable to the convertible debt agreements as of August 31, 2014.
We financed ourselves during the reporting period largely through the issuance
of securities to lenders in stock-based loan transactions. We dealt with several
lenders. The terms of certain transactions were carried forward from our prior
annual reporting period. The status of our loan financing transactions as of
August 31, 2014 is as follows:
LOAN TRANSACTIONS GROUPED BY LENDER
(starts on page 15/16)
1. TYPENEX CO-INVESTMENT, LLC (1 note)
2. ICONIC HOLDINGS, LLC (SPA and Registration requirement for restricted shares and 2 notes)
3. GEL PROPERTIES, LLC (4 notes)
4. SETTLEMENT AGREEMENT WITH AGS (December not paid but others to pay bills Active media, Glass House)
5. SETTLEMENT AGREEMENT WITH IBC
6. JMJ FINANCIAL
7. WHC CAPITAL, LLC Funding of this note was received in August 2013 and the
Debenture was paid in full during the reporting period.
8. LG CAPITAL FUNDING, LLC The
issuance was made pursuant to a May 27, 2014 notice of conversion and fully paid
off the 2013 LG Note.
9. JSJ INVESTMENTS, INC.
10. ASHER ENTERPRISES, INC.
CONVERSION OF DEBT, SHARE ISSUANCES, DEFAULT TO CERTAIN LOAN TERMS
Since the fiscal year end, we converted notes and accrued interest of
approximately $154,000 in exchange for 317,303,879 shares of our common stock.
In accordance with convertible note agreements, delinquent filings of our annual
and quarterly reports are subject to default provisions. As of the date of
filing, we are delinquent in filing this annual report for the year ended August
31, 2014 and in filing our report for the quarter ended November 30, 2014. These
delinquencies trigger defaults in the terms of outstanding loan covenants for
which monetary penalties are accruing. We estimate these costs to be
approximately $152,000, which satisfaction will require additional issuance of
common stock, in accordance with conversion terms of those agreements. We
estimate that an additional 315,000,000 shares of common stock will be required
to be issued in satisfaction of these terms.
April 6, 2015 DEF14c (for April 6, 2015 - shareholders meeting approve a board member, the auditors, and increase A/S to 6 billion from 3 billion)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000157/g7813.txt
Number of Percent of
Shares Shares
Name and Address of Title Beneficially Beneficially
Beneficial Owner of Class Owned Owned
---------------- -------- ----- -----
<S> <C> <C> <C>
Benny R. Powell Common 146,801,600 5.5%
Preferred 5,000,000 (1) 50.0%
David Campiti Common 43,300,000 1.6%
Chris Crosby Common 34,640,000 1.3%
Isen Robbins Common 43,300,000 1.6%
Aimee Schoof Common 43,300,000 1.6%
Mark Fischbach Common 75,000,000 2.8%
Preferred 5,000,000 (1) 50.00%
All Directors and officers Common 386,341,600 14.4%
as a group Preferred 10,000,000 100.00%
June 4, 2015 10q (for period ending Nov. 30, 2014 quarterly report - agreements, notes, penalties listed)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000266/g7877.htm
As of June 2, 2015, there were 2,988,799,395 shares of our common stock, $0.0001 par value per share, issued and outstanding.
As of November 6, 2014, the Company entered into a Securities Purchase Agreement (the "SPA") with Mark Fischbach under which we agreed to issue to Mr. Fischbach (i) 30,000,000 shares of our common stock (the "Common Shares"); and (ii) 5,000,000 shares of our proposed Series Z Preferred Stock, with rights, privileges and preferences as set forth above (the "Series Z Preferred Shares") (collectively with the Common Shares, the "Shares") for an aggregate price of $200,000 (the "Purchase Price"). We closed on this transaction on November 12, 2014. Mr. Fischbach is entitled appoint one member of our Board. Mr. Fischbach has been appointed to our Board.
As of November 30, 2014, we entered into an oral agreement with our director and officer Benny R. Powell under which we agreed to issue to Mr. Powell 5,000,000 shares of our Series Z Preferred Stock, with rights, privileges and preferences as set forth above in exchange for payment of $150,000. As of November 30, 2014 $100,000 has been received and $50,000 was applied as a reduction of amounts payable to Mr. Powell. The transaction closed in December 2014.
Our convertible note agreements contain default provisions, which include the provision that we are in default if we are delinquent in our filings of our annual and quarterly reports. As of December 15, 2014, the Company was in default under these provisions because we were delinquent in the filing of our annual report. We estimate these default costs will be approximately $224,000, which satisfaction will require additional issuance of common stock, in accordance with conversion terms of those agreements. We estimate that an additional 598,176,000 shares of common stock will be required to be issued in satisfaction of these terms.
NOTE 10 - SUBSEQUENT EVENTS
Subsequent to November 30, 2014, convertible debt holders converted approximately $103,250 in principal and interest in exchange for 291,112,163 shares of the Company's common stock.
On April 16, 2015, the Company amended its Articles of Incorporation, increasing the number of authorized common shares to 6,000,000,000. All shares of common stock are non-assessable and non-cumulative, with no preemptive rights. The balance sheet, as of November 30, 2014 retroactively reflects the authorized shares, as amended.
June 18, 2015 10q (for period ending Feb. 28, 2015 quarterly report - diluted earnings/notes/conversions)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000291/g7894.htm
As of June 15, 2015, there were 2,988,799,395 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 4,697,735,000 common stock equivalents outstanding at February 28, 2015, related to the convertible debt arrangements and an additional 25,000,000 options (with exercise price greater than market value as of February 28, 2015).
During the six month period ending February 28, 2014, the Company issued 266,960,505 shares of its common stock in satisfaction of obligation to $465,000 of convertible notes payable.
During the six month period ending February 28, 2015, the Company issued 418,538,643 shares of its common stock, with a fair market value of $614,558, upon conversion in satisfaction of $185,510 of convertible notes payable at the contractual rate. The shares issued were recorded at the quoted market price of the Company’s common stock at the date of conversion with the difference of $429,048 treated as a reduction to the derivative liability previously established for the convertible debt.
On December 4, 2014, we issued 79,269,409 shares of our common stock to LG Capital Funding, LLC to convert $52,317.81 of the principal and interest owed pursuant to a 9% Convertible Note dated May 30, 2014 between the Registrant and LG Capital Funding, LLC, which is incorporated herein by reference to our Current Report on Form 8-K filed on July 11, 2014. The issuance was made pursuant to a December 4, 2014 notice of conversion.
On December 23, 2014, we issued 84,159,402 shares of our common stock to JSJ Investments, Inc. to convert $55,545.21 of the principal and interest owed under the $50,000 Convertible Promissory Note dated as of June 10, 2014 filed as Exhibit 4.5 to our Current Report on Form 8-K filed on July 11, 2014 and amended as reported our Current Report on Form 8-K filed on August 1, 2014. The issuance was made pursuant to a December 11, 2014 notice of conversion.
On January 28, 2015, we issued 127,683,352 shares of our common stock to JSJ Investments, Inc. to convert $54,137.74 of the principal and interest owed under the $50,000 Convertible Promissory Note dated as of June 10, 2014 filed as Exhibit 4.5 to our Current Report on Form 8-K filed on July 11, 2014 and amended as reported our Current Report on Form 8-K filed on August 1, 2014. The issuance was made pursuant to a January 23, 2015 notice of conversion.
On February 19, 2015, we issued a $50,000 22% Convertible Note (the "JSJ Note") to JSJ. The JSJ Note is due and payable on August 17, 2015 at a premium of 150% of the principal amount upon approval and acceptance by JSJ Investments, Inc. (“JSJ”), with the principal balance of the note payable on demand. If we fail to repay the JSJ Note on demand, a default interest rate of 22% shall also apply from such date. We may not prepay this Note.
In accordance with convertible note agreements, delinquent filings of our annual and quarterly reports are subject to default provisions. As of the date of filing, we are delinquent in filing our reports for the quarters ended November 30, 2014, February 28, 2015 and were late in filing our annual report for the year ended August 31, 2014. These delinquencies trigger defaults in the terms of outstanding loan covenants for which monetary penalties are accruing. We estimate these costs to be approximately $360,000, which satisfaction will require additional issuance of common stock, in accordance with conversion terms of those agreements. We estimate that an additional 1,807,095,000 shares of common stock will be required to be issued in satisfaction of these terms.
July 15, 2015 NT10q (for May 31, 2015 - notice of late filing)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000335/0001165527-15-000335-index.htm
July 17, 2015 10q (for period ending May 31, 2015 quarterly report - notes/conversions listed)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000342/g7916.htm
As of July 15, 2015, there were 3,195,513,279 shares of our common stock, $0.0001 par value per share, issued and outstanding.
There were approximately 3,856,176,000 common stock equivalents outstanding at May 31, 2015, related to the convertible debt arrangements and an additional 25,000,000 options (with exercise price greater than market value as of May 31, 2015).
During the nine month period ending May 31, 2014, the Company issued 1,202,602,616 shares of its common stock in satisfaction of obligation to $666,180 of convertible notes payable.
During the nine month period ending May 31, 2015, the Company issued 418,538,643 shares of its common stock, upon conversion of $185,510 of convertible notes payable at the contractual rate. Accordingly, $429,048 of derivative liability was charged to additional paid in capital.
Subsequent to May 31, 2015, we have issued 206,713,884 shares of common stock, at the fair market value of $245,776, in accordance with conversion terms of our Convertible Promissory Note agreements, reducing the outstanding principal and interest of approximately $74,188 and reducing the derivative liability by approximately $171,588..
July 21, 2015 10q/a ( for period May 31, 2015 - amendment 1 for previous 10q)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000350/g7916a1.htm
Purpose of This Amendment
We are amending our Form 10-Q for the period ended May 31, 2015 to conform certain corrections of numerical data that we inadvertently omitted from the filed 10-Q. The corrections appear in Item 2 of Part II, and in Note 3 to our financial statements. Item 2 of Part II, our estimate of costs for monetary penalties, is changed from $360,000 to $366,000, and our estimate of additional shares of common stock required to be issued as a result is changed from 1,807,095,000 shares to 645,000,000 shares. The disclosure in Note 3 of our working capital deficit is changed from $6,788,739 to $4,530,541.
July 30, 2015 8k (for July 22, 2015 - notes from 10q previous)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000375/g7952.txt
ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES
We issued a total of 206,713,884 shares of common stock between June 22, 2015
and July 1, 2015 pursuant to notices of conversion delivered directly to our
stock transfer agent by the holders of our debt instruments as follows:
On June 22, 2015, we issued 34,848,485 shares to Iconic Holdings, LLC, to
convert $23,000 of the principal and interest owed under the $25,000 Convertible
Promissory Note dated as of December 20, 2013 filed as Exhibit 10.34 to our
Annual Report on Form 10-K filed on April 6, 2015. The issuance was made
pursuant to a June 18, 2015 notice of conversion.
On June 23, 2015, we issued 9,404,727 shares to LG Capital Funding, LLC to
convert $6,207.12 of the principal and interest owed under a $50,000 Convertible
Promissory Note dated as of May 30, 2014 filed as an Exhibit to our Current
Report on Form 8-K filed on July 11, 2014. The issuance was made pursuant to a
June 19, 2015 notice of conversion.
On June 24, 2015, we issued 20,000,000 shares to JMJ Financial to convert
$11,000 of the principal and interest owed under the $335,000 Convertible
Promissory Note dated as of June 13, 2013 filed as Exhibit 4.13 to our Amended
Annual Report on Form 10-K filed on February 20, 2014. The issuance was made
pursuant to a June 22, 2015 notice of conversion.
On June 26, 2015, we issued 15,415,239 shares to LG Capital Funding, LLC to
convert $9,326.22 of the principal and interest owed under a $50,000 Convertible
Promissory Note dated as of May 30, 2014 filed as an Exhibit to our Current
Report on Form 8-K filed on July 11, 2014. The issuance was made pursuant to a
June 26, 2015 notice of conversion.
Also on June 26, 2015, we issued 25,000,000 shares to JMJ Financial to convert
$12,500 of the principal and interest owed under the $335,000 Convertible
Promissory Note dated as of June 13, 2013 filed as Exhibit 4.13 to our Amended
Annual Report on Form 10-K filed on February 20, 2014. The issuance was made
pursuant to a June 26, 2015 notice of conversion.
On June 29, 2015, we issued 39,545,433 shares to Iconic Holdings LLC to convert
$6,151.51 of the principal and interest owed under the $25,000 Convertible
Promissory Note dated as of December 20, 2013 filed as Exhibit 10.34 to our
Annual Report on Form 10-K filed on April 6, 2015. The issuance was made
pursuant to a June 26, 2015 notice of conversion.
July 1, 2015, we issued 62,500,000 shares to Typenex Co-Investment, LLC to
convert $30,000 of the principal and interest owed under the Secured Convertible
Promissory Note dated as of June 21, 2013 filed as Exhibit 99.2 to our Current
Report on Form 8-K filed on January 27, 2014. The issuance was made pursuant to
a June 22, 2015 notice of conversion.
Aug 6, 2015 8k (for July 21, 2015 - notes - shares issued)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000385/g7959.txt
ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES
We issued a total of 395,281,215 shares of common stock between July 21, 2015
and July 31, 2015 pursuant to notices of conversion delivered directly to our
stock transfer agent by the holders of our debt instruments as follows:
On July 21, 2015, we issued 25,222,747 shares to LG Capital Funding, LLC to
convert $12,485.26?of the principal and interest owed under a $50,000
Convertible Promissory Note dated as of May 30, 2014 filed as an Exhibit to our
Current Report on Form 8-K filed on July 11, 2014. The issuance was made
pursuant to a July 13, 2015 notice of conversion.
On July 23, 2015, we issued 31,185,925 shares to WHC Capital, LLC to convert
$16,840.40?of the principal and interest owed under the 12% Convertible
Debenture dated August 1, 2013 filed as Exhibit 4.6 to our Annual Report on Form
10-K filed on December 5, 2013. The issuance was made pursuant to a July 7, 2015
notice of conversion.
July 24, 2015, we issued 75,661,667 shares to Typenex Co-Investment, LLC to
convert $36,317.60?of the principal and interest owed under the Secured
Convertible Promissory Note dated as of June 21, 2013 filed as Exhibit 99.2 to
our Current Report on Form 8-K filed on January 27, 2014. The issuance was made
pursuant to a July 17, 2015 notice of conversion.
On July 24, 2015, we issued 150,053,480 shares to JSJ Investments to convert
$53,018.90?of the principal and interest owed under the $100,000 Convertible
Promissory Note dated as of July 25, 2014 filed as Exhibit 4.1 to our Current
Report on Form 8-K filed on August 1, 2014. The issuance was made pursuant to a
July 21, 2015 notice of conversion.
Also on July 28, 2015, we issued 75,050,000 shares to JMJ Financial to convert
$26,020?of the principal and interest owed under the $335,000 Convertible
Promissory Note dated as of June 13, 2013 filed as Exhibit 4.13 to our Amended
Annual Report on Form 10-K filed on February 20, 2014. The issuance was made
pursuant to a July 16, 2015 notices of conversion.
On July 29, 2015, we issued 31,580,727 shares to LG Capital Funding, LLC to
convert $10,421.64?of the principal and interest owed under a $50,000
Convertible Promissory Note dated as of May 30, 2014 filed as an Exhibit to our
Current Report on Form 8-K filed on July 11, 2014. The issuance was made
pursuant to a July 20, 2015 notice of conversion.
On July 31, 2015, we issued 6,526,669 shares to JSJ Investments to convert
$2,306.09?of the principal and interest owed under the $50,000 Convertible
Promissory Note dated as of July 11, 2014 filed as Exhibit 10.50 to our Annual
Report on Form 10-K filed on April 6, 2015. The issuance was made pursuant to a
July 21, 2015 notice of conversion.
Oct. 6, 2015 8k (for Aug 6, 2015 - notes - shares issued summarized)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000385/g7959.txt
ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES
We issued a total of 684,644,254 shares of common stock between August 5, 2015
and August 24, 2015 pursuant to notices of conversion and notice of cashless
warrant exercise delivered directly to our stock transfer agent by the holders
of our debt instruments as follows:
On August 5, 2015, we issued 86,755,533 shares to JMJ Financial to convert
$13,013.33 of the principal and interest owed under the $335,000 Convertible
Promissory Note dated as of June 13, 2013 filed as Exhibit 4.13 to our Amended
Annual Report on Form 10-K filed on February 20, 2014. The issuance was made
pursuant to an August 3, 2015 notices of conversion.
On August 8, 2015, we issued 82,420,727 shares to LG Capital Funding, LLC to
convert $13,599.42 of the principal and interest owed under a $50,000
Convertible Promissory Note dated as of May 30, 2014 filed as an Exhibit to our
Current Report on Form 8-K filed on July 11, 2014. The issuance was made
pursuant to an August 5, 2015 notice of conversion.
On August 10, 2015, we issued 156,580,151 shares to JSJ Investments to convert
$24,896.24 of the principal and interest owed under the $100,000 Convertible
Promissory Note dated as of July 25, 2014 filed as Exhibit 4.1 to our Current
Report on Form 8-K filed on August 1, 2014. The issuance was made pursuant to an
August 3, 2015 notice of conversion.
On August 13, 2015, we issued 202,307,692 shares to Typenex Co-Investment, LLC
upon its cashless exercise of a warrant using 5,000,000 shares of our common
stock as payment. The warrant is dated June 21, 2013 and is filed as Exhibit
99.3 to our Current Report on Form 8-K filed on January 27, 2014. The issuance
was made pursuant to an August 2015 notice of exercise of warrant.
On August 24, 2015, we issued 156,580,151 shares to JSJ Investments to convert
$16,487.89 of the principal and interest owed under the $100,000 Convertible
Promissory Note dated as of July 25, 2014 filed as Exhibit 4.1 to our Current
Report on Form 8-K filed on August 1, 2014. The issuance was made pursuant to an
August 19, 2015 notice of conversion.
Oct. 6, 2015 8k (for period ending Sept. 28, 2015 - SEA - Stock Exchange Agreement with directors Aimee Schoof and Isen Robbins - combining Red Giant Media with Red Giant Entertainment)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000480/g8030.txt
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
As of September 28, 2015, we entered into a Stock Exchange Agreement (the "SEA")
with our directors and officers Aimee Schoof and Isen Robbins under which we
agreed to issue to each of them 5,000,000 shares of our Series Z Preferred
Stock, with rights, privileges and preferences as set forth in Item 5.03 below
(the "Shares") in exchange for their 100% ownership interest in Red Giant Media,
LLC (the "Purchase Price"). The effect of the transaction is that Red Giant
Entertainment, Inc. will supplement its ownership rights to the following
properties:
"Shockwave Darkside,"
"Journey to Magika,"
"Last Blood,"
"Omphalos,"
"Wayward Sons Legends," and
"Wayward Sons"
(collectively, the "Properties").
In connection with the SEA, we are filing an amendment to our Certificate of
Designation with the Nevada Secretary of State, designating 20,000,000 shares of
our preferred stock as Series Z Preferred Stock, par value $0.0001 per share, an
increase of 10,000,000 previously designated Series Z Preferred shares.
Oct. 6, 2015 pre14 C (for period Oct. 19, 2015 - Shareholders report - A/S increase)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000481/g8031.txt
On October 5, 2015, the Board, acting pursuant to Nevada Revised Statutes
Section 78.390, deemed it in our best interests to take the action listed below:
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 6,000,000,000
to 12,000,000,000.
As of the Record Date, there were 4,673,463,343 shares of Common Stock
outstanding, with one vote per share.
Oct. 16, 2015 8k (for period Sept. 3, 2015 - notes - shares issued)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000496/g8034.txt
ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES
We issued a total of 653,357,928 shares of common stock between September 3,
2015 and October 1, 2015 pursuant to a notice of conversion and notices of
cashless warrant exercise delivered directly to our stock transfer agent by the
holders of our debt instruments as follows:
On September 3, 2015, we issued 156,580,151 shares to JSJ Investments to convert
$16,487.89?of the principal and interest owed under the $100,000 Convertible
Promissory Note dated as of August 20, 2014 filed as Exhibit 4.1 to our Current
Report on Form 8-K filed on August 29, 2014. The issuance was made pursuant to a
September 1, 2015 notice of conversion.
On September 4, 2015, we issued 333,133,333 shares to Typenex Co-Investment, LLC
upon its cashless exercise of a warrant using 5,700,000 shares of our common
stock as payment. The warrant is dated June 21, 2013 and is filed as Exhibit
99.3 to our Current Report on Form 8-K filed on January 27, 2014. The issuance
was made pursuant to an August 27, 2015 notice of exercise of warrant.
On October 1, 2015, we issued 163,644,444 shares to Typenex Co-Investment, LLC
upon its cashless exercise of a warrant using 2,800,000 shares of our common
stock as payment. The warrant is dated June 21, 2013 and is filed as Exhibit
99.3 to our Current Report on Form 8-K filed on January 27, 2014. The issuance
was made pursuant to a September 18, 2015 notice of exercise of warrant.
Oct. 29, 2015 13g (beneficial ownership VIS VIRES GROUP, INC.)
https://www.sec.gov/Archives/edgar/data/1411179/000114420415061437/v423213_sc13g.htm
VIS VIRES GROUP, INC.
111 Great Neck Road, Suite 216, Great Neck, NY 11021
466,878,988* **Consists of Common Stock that the reporting person has the right to acquire by way of conversion of a security.
Oct. 29, 2015 14c (for period Oct. 30, 2015 - stockholders notice - AS increase to 12 billion second filing)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000519/g8060.txt
(from information statement)
...to be effective 20 calendar days from the date of mailing this
Information Statement to you:
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 from 6,000,000,000 to 12,000,000,000.
As of the Record Date, there were 4,673,463,343 shares of Common Stock
outstanding, with one vote per share.
Oct. 29, 2015 DEF14c (for period Oct. 30, 2015 - stockholders meeting - AS increased to 12 billion also included board of directors holdings to date)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000519/g8060.txt
Dec. 3, 2015 NTN10k (notice of late filing of 10k for period ending Aug. 31, 2015)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000584/g8100.txt
Dec. 24, 2015 8k (Hoppel note and also shares issued for previous notes - and Oceana Settlement with agreement linked at the end)
https://www.sec.gov/Archives/edgar/data/1411179/000116552715000616/g8121.htm
NEW NOTE ISSUANCE AND AMENDMENT OF PRIOR NOTE TO LUCAS HOPPEL ("Hoppel")
On December 6, 2015, the parties amended the 12% $27,500.00 note issued to Lucas Hoppel on May 29, 2015 (the “Amended Note”). The Amended Note extends the payment date to twelve months and provides for a penalty of 150% of the outstanding principal amount in the event of default.
The new $100,000 convertible note issued to Lucas Hoppel (the “Hoppel Note”) contains a 12% interest charge and is due and payable one year from the date of each funding made by the lender.
The Hoppel Note contains a default provision, which provides that upon the occurrence of any event of default, the outstanding balance shall immediately increase to 150% of the outstanding balance immediately prior to the occurrence of the event of default (the “Default Effect”) and a penalty of $1,000 (one thousand) per day shall accrue until the default is remedied. The Default Effect shall automatically apply upon the occurrence of an Event of Default without the need for any party to give any notice or take any other action.
The Hoppel Note is convertible into shares of our common stock at a conversion price equal to the lesser of (a) $0.0001 or (b) 50% of the lowest trade occurring during the twenty five (25) consecutive Trading Days immediately preceding the applicable Conversion Date on which the Holder elects to convert all or part of this Note, subject to adjustment as provided in the Hoppel Note.
The description above of the Hoppel Note and the Amended Note do not purport to be complete and are qualified in their entireties by reference to the full text of the Hoppel Note and Amended Note filed as Exhibits 10.1 and 10.2 hereto.
ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES
1. See the description of the Hoppel Note in Item 1.01 above.
2. We issued a total of 450,052,453 shares of common stock between October 20, 2015 and December 18, 2015 pursuant to notices of conversion delivered directly to our stock transfer agent by the holders of our debt instruments as follows:
On October 20, 2015, we issued 40,000,000 shares to AGS Capital Group to convert $4,800.00 of the principal owed under a $19,000 note issued on January 8, 2014 filed as Exhibit 4.3 to our Quarterly Report on Form 10-Q filed on April 21, 2014. The issuance was made pursuant to an October 6, 2015 notice of conversion.
To LG Capital Funding, LLC, on October 21, 2015, November 4, 2015, and November 12, 2015, we issued 54,626,181 shares, 63,934,454 shares, and 91,491,818 shares, respectively, to convert $6,008.88, $7,032.79, and $5,032.35?of the principal and interest owed under a $18,000 9% Convertible Redeemable Promissory Note dated as of April 16, 2015. The issuances were made pursuant to October 21, 2015, November 3, 2015, and a November 10, 2015 notices of conversion, respectively.
On December 18, 2015, we issued 200,000,000 restricted shares to Russell C. Weigel, III, P.A., to pay $20,000 in legal fees pursuant to an agreement executed on December 11, 2015. The shares were issued at a price of $0.0001 per share.
The securities in paragraphs 1 and 2 above, and the underlying debt instruments where applicable, were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933, as amended, or pursuant to Rule 506(b) of Regulation D. The shares were issued in private transactions, and all of the purchasers had a professional or lender relationship with us such that they had the opportunity to ask questions of and receive answers from our management concerning any and all matters related to their respective acquisitions of our securities. All of the purchasers were aware that the shares of common stock offered had not been registered under the Securities Act or under any state securities laws and could not be re-offered or re-sold without registration with the SEC or without an applicable exemption from the registration requirements. All of the purchasers understood the economic risk of an investment in our securities. Neither we nor any person acting on our behalf offered or sold the securities by any form of general solicitation or general advertising.
3. We are issuing 250,000,000 shares of common stock as part of a settlement of a litigation matter described in Section 8 below.
Section 8 - Other Events
Item 8.01 Other Events.
On December 17, 2015 the U.S. District Court for the District of Nevada, after a fairness hearing, entered a Memorandum and Order in Oceana Capitol Group Limited v. Red Giant Entertainment, Inc.,Case No. 3:15-cv-00428-MMD, in which the plaintiff’s claim for payment of $180,288 plus attorneys’ fees and expenses was resolved with an initial issuance of 250,000,000 shares of Registrant’s common stock to be followed by additional issuances pursuant to the formula set forth in the parties’ Stipulation. The shares to be issued will be issued pursuant to Section 3(a)(10) of the Securities Act of 1933.
(Oceana Agreement is linked below)
https://docs.justia.com/cases/federal/district-courts/nevada/nvdce/3:2015cv00428/109695/12
(Filings for REDG are not done for 3 months and 10k for period ending Aug. 31, 2015 has not been submitted as of July 2, 2016 - other filings pick up again in April 2016 see below)
April 18, 2016 8k (for April 18, 2016 - Typenex, Red Cliffs, JFV, John Fife)
https://www.sec.gov/Archives/edgar/data/1411179/000114036116061345/doc1.htm
This report is filed by Typenex Co-Investment, LLC, Red Cliffs Investments, Inc., JVF Holdings, Inc., and John M. Fife with respect to the shares of Common Stock of the Issuer that are directly beneficially owned by Typenex Co-Investment, LLC and indirectly beneficially owned by the other reporting and filing persons.
April 28, 2016 8k (for March 1, 2016 - The “Markiplier” agreement - also Typenex extra details regarding shares issued - Hoppel note complaint)
https://www.sec.gov/Archives/edgar/data/1411179/000116552716000749/g8209.htm
In exchange for 50% of net revenues, Mr. Fischbach licenses to us on an exclusive world-wide basis the copyright and license to his likeness as it pertains to the character behind the proposed MARKIPLIER COMIC….The term of this agreement commences on the Effective Date and remains in full force and effect so long as any Property Rights to the likeness shall remain in perpetuity for the licenses so long as it remains in circulation in print and/or digital for a period of no less than 5 years.
On April 25, 2016, we issued 581,066,667 shares to Typenex Co-Investment, LLC, upon its cashless exercise of a warrant using 3,200,000 shares of our common stock as payment. The warrant is dated June 21, 2013 and is filed as Exhibit 99.3 to our Current Report on Form 8-K filed on January 27, 2014. The issuance was made pursuant to a March 28, 2016 notice of exercise of warrant.
June 10, 2016 13g (for period May 24, 2016 - Hoppel note complaint settlement completed and issued 400 million shares at par .0003 value to settle claim, may be issued more shares until claim is covered - Hoppel court documents in second link)
https://www.sec.gov/Archives/edgar/data/1411179/000149315216010718/sc13g.htm
https://courtrecords.lakecountyclerk.org/showcaseweb#/caseDetails/1504832/dockets
July 13, 2016 13g (July 13, 2016 - Hoppel share ownership = ZERO)
https://www.sec.gov/Archives/edgar/data/1411179/000149315216011515/sc13ga.htm
This statement does not explain if the zero shares were originally just 400 million, or if he was issued more. The increased share structure may indicate he was issued more. Regardless, as of July 13, 2016 he is at zero.
Contact Pacific Stock Transfer for share structure updates:
702-361-3033 Main Office 702-433-1979 Fax
571-485-9998 Billing Dept.
6725 Via Austi Parkway, Suite 300
Las Vegas, Nevada 89119
http://pacificstocktransfer.com/
http://pacificstocktransfer.com/contact/
Helpful Links:
http://redgiantentertainment.com
http://www.redgiantentertainment.com/videoreports/
https://www.facebook.com/RedGiantEntertainment
https://www.sec.gov/index.html
REDG Board of Directors Contact Information:
Benny Powell CEO: info@redgiantentertainment.com
David Campiti COO: david@glasshousegraphics.com
Chris Crosby CTO: superosity@keenspot.com
Isen Robbins Director - Chief Intellectual Property Officer: info@intrinsicvaluefilms.com
Aimee Schoof Director - Chief Business Development Officer: info@intrinsicvaluefilms.com
Mark "Markiplier" Fischbach Director: markiplierbusiness AT gmail DOT com (I listed his differently to stay in line with how he had it listed. You will need to type it in manually.)
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