Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the Fiscal Year Ended August 31, 2012
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
Commission File Number: 001-34039
RED GIANT ENTERTAINMENT, INC.
(Exact name of registrant as specified in its charter)
Nevada 98-0471928
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
614 E. Hwy 50, Suite 235, Clermont, FL 34711
(Address, including zip code, of principal executive offices)
866-926-6427
(Registrants' telephone number, including area code)
Securities Registered Under Section 12(b) of the Exchange Act: None
Name of exchange on which registered: N/A
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.0001 par value per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes [ ] No [X]
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days. Yes [ ] No [X]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or such shorter period that the registrant was required to
submit and post such files). Yes [ ] No [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. Yes [ ] No [X ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).Yes [ ] No [X]
The aggregate market value of the common stock held by non-affiliates of the
registrant as of February 29, 2012, the last business day of the registrant's
most recently completed second fiscal quarter, was $49,284, based on the a
private sale of the registrant's Common Stock on or about that date at a price
of $0.0022 per share. For purposes of determining this number, all officers and
directors and holders of more than 5% of the total outstanding shares of the
registrant are considered to be affiliates of the registrant. This number is
provided only for the purpose of this report on Form 10-K and does not represent
an admission by either the registrant or any such person as to the status of
such person.
The number of outstanding shares of the registrant's Common Stock on December
31, 2012 was 434,922,000.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by reference and the Part
of the Form 10-Q (e.g. Part I, Part II, etc.) into which the document is
incorporated: (1) Any annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed pursuant to Rule 424b) or
(c) under the Securities Act of 1933. The listed documents should be clearly
described for identification purposes (e.g., annual report to security holders
for fiscal year ended December 24, 1980). Not applicable.
RED GIANT ENTERTAINMENT, INC.
INDEX
Page
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PART I
Item 1. Business 3
Item 1A. Risk Factors 6
Item 1B. Unresolved Staff Comments 6
Item 2. Properties 7
Item 3. Legal Proceedings 7
Item 4. Mine Safety Disclosures 7
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and And Issuer Purchases of Equity Securities 7
Item 6. Selected Financial Data 8
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 8
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 13
Item 8. Financial Statements 13
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure 13
Item 9A. Controls and Procedures 14
PART III
Item 10. Directors, Executive Officers and Corporate Governance 16
Item 11. Executive Compensation 18
Item 12. Security Ownership of Certain Beneficial Owners and Management 19
Item 13. Certain Relationships and Related Transactions, and Director
Independence 21
Item 14. Principal Accountant Fees and Services 21
PART IV
Item 15. Exhibits and Financial Statement Schedules 22
SIGNATURES 23
2
RED GIANT ENTERTAINMENT, INC.
PART I
ITEM 1. BUSINESS
FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (this "Annual Report") includes
"forward-looking statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934,
as amended. All statements, other than statements of historical facts, included
in this Annual Report which address activities, events or developments which we
expect, believe or anticipate will or may occur in the future are
forward-looking statements. The word "believes," "intends," "expects,"
"anticipates," "projects," "estimates," "predicts" and similar expressions are
also intended to identify forward-looking statements.
Consequently, all of the forward-looking statements made in this Annual
Report are qualified by these cautionary statements and there can be no
assurance that the actual results or developments anticipated by us will be
realized or, even if substantially realized, that they will have the expected
consequences or effects on our business operations. We assume no obligation to
update publicly, except as required by law, any such forward-looking statements,
whether as a result of new information, future events or otherwise.
The following discussion should be read in conjunction with our audited
financial statements and the related notes that appear elsewhere in this Annual
Report. The following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward looking statements. Factors that
could cause or contribute to such differences include, but are not limited to
those discussed below and elsewhere in this Annual Report, particularly in the
section entitled "Risk Factors". Our audited financial statements are prepared
in accordance with United States Generally Accepted Accounting Principles.
GENERAL
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 was incorporated in the State of Nevada on June 27, 2005 under
the name Castmor Resources, Ltd. Prior to June, 2012, we were primarily engaged
in the acquisition and exploration of mining properties. Upon location of a
commercially minable reserve, we expected to actively prepare the site for
extraction and enter a development stage. In 2005, we acquired mineral interests
in two non-contiguous properties located along southeastern coastal Labrador,
approximately 13 kilometers northeast of the community of Charlottetown,
Labrador, Canada. In 2009, our interests in these mineral properties were
forfeited. On September 20, 2010, we reacquired these interests in the mineral
properties. Thereafter, on October 4, 2011, our interests in the mineral
properties were again forfeited.
Since we had minimal operations, we were considered a "shell company" as
that term is defined under Rule 405 of the Securities Exchange Act of 1934, as
amended (sometimes "1934 Act"). Although it was our initial intention to be a
mineral exploration company, due to the lack of revenues and adequate financing,
we abandoned our business plan and began seeking out potential acquisitions,
joint ventures and/or strategic relationships. Effective with the acquisition of
Red Giant Entertainment, Inc., a Florida corporation on June 11,2012, we became
an operating company and are no longer considered a "shell company".
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Effective August 19, 2010, the Company effected a five (5) for one (1)
share reverse split of its authorized and issued and outstanding common stock.
As a result of the reverse split, the Company's issued and outstanding common
stock was reduced from 12,435,000 shares to 2,487,000 shares.
On June 11, 2012, we entered into and completed the Share Exchange
Agreement with Mr. Benny Powell to acquire a company then known as Red Giant
Entertainment, Inc. ("RGE"). Pursuant to the terms and conditions of the Share
Exchange Agreement, Benny Powell exchanged 100% of the issued and outstanding
shares in RGE for forty million (40,000,000), or 240,000,000 post-split,
newly-issued restricted shares of the Company's common stock resulting in the
acquisition of RGE by the Company. In addition, Mr. Powell became the sole
officer and director of the Company.
On June 26, 2012, we changed the Registrant's name from Castmor Resources,
Ltd. to Red Giant Entertainment, Inc. Red Giant Entertainment, Inc. is an
intellectual property development company that intends to develop content for
itself and for use on the internet and on various multiple media platforms. As
of June 11, 2012, RGE's intellectual properties consisted of internally
developed graphic novel artwork and these properties were contributed by Mr.
Powell to RGE and valued at $29,250, which was determined based on its
historical cost basis of per page cost for artists and printing.
On July 19, 2012, the Company effectuated a 6-for-1 forward split of its
common stock.
We believe that the digital distribution of content provides an opportunity
to reach a wider and more diverse audience for original stories and the creation
of modern myths provides the audience an interactive entertainment experience
and also serves as a platform for advertising and merchandising.
The Company's properties, comic book style, are intended to be developed
for both the comic book market and also used in other media such as movies,
video games, television, novels, toys, apparel and telephone wireless
applications. The Company intends to engage in either the direct production of
its properties or enter into licensing agreement with others. The product is
intended to be available for others to purchase advertising on terms and
conditions to be determined by the licensee of the product. The Company intends
to retain a royalty for both the product and for the included advertising
content. Merchandise revenue related to the product will also be available to
the Company on terms and conditions to be negotiated between the licensee and
the Company or retained by the Company.
We have not established a time line to reflect the anticipated plan of
operations and we have not established an anticipated operational milestone.
Our website is www.redgiantentertainment.com. The contents of this website
are not made a part of this filing and should be considered to be a website
under development.
CREATIVE AND PRODUCTION PROCESS
The Company intends to retain freelance artists and writers who generally
are paid on a per-page basis. They will be eligible to receive incentives or
royalties based on the number of copies sold (net of returns) of the comics
books in which their work appears. Currently, the Company does not have any
agreements with artisst/writers, but it intends to pursue agreements with
artists and writers.
The creative process begins with the development of a story line by Mr.
Powell. From the established story line, Mr.Powell or the writer develops a
character's actions and motivations into a plot. After a writer has developed
the plot, a pencil artist translates it into an action-filled pictorial sequence
of events. The penciled story is returned to the writer who adds dialogue,
indicating where the balloons and captions should be placed. The completed
dialogue and artwork are forwarded to a letterer who letters the dialogue and
captions in the balloons. Next, an inker enhances the pencil artist's work in
order to make the drawing appear three dimensional.
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The artwork is then sent to a coloring artist. Typically using only four
colors in varying shades, the coloring artist uses overlays to create over 100
different tones. This artwork is subcontracted to a color separator who produces
separations and sends the finished material to the printer. It is anticipated
that printing services for the Company's comic books will be done by Active
Media Publishing LLC, an entity controlled by our President and CEO, Benny
Powell.
PRODUCTS AND SERVICES
We intend to initially engage in three areas of distribution. Our goal and
objective is to engage initially in licensing, and thereafter, in direct
production to the mass market retail book reader, to those who collect books and
to those who read using the internet as a source of product. We further believe
that our properties can be adapted for video games and application
entertainment.
MASS MARKET BOOK DISTRIBUTION
The "Mass Market Book" line will consist of four main titles with a fifth
quarterly title that will fill out the calendar to insure a full 52 week
schedule. Each book's format will be 64 pages in total, plus 4-page cover.
Currently, we are developing a product consisting of a 32-page issue for
content, 2-4 pages for editorial and up to 30 pages interior and 3 "premium"
cover pages (inside front, inside back and back cover) for advertising. The
"Center Spread" will also be a premium spot and will always be reserved for
advertisements.
COLLECTED BOOK DISTRIBUTION
The "Collected" line will consist of four to five issues bundled together
with extra material to create what is called a "graphic novel." These will be
sold through regular comic book and book store markets as well as direct to
consumers through an online store which the Company maintains on its website,
Its products are also sold through several major distributors, including
Diamond, Baker and Taylor, and Amazon.
ELECTRONIC BOOK DISTRIBUTION
We believe that the electronic book distribution market is in its infancy
and we intend to attempt to enter into this market. We have a strategic
partnership with Keenspot.com to host the internet web versions of various
projects as well as handle the digital application and mobile media distribution
channels as well. Keenspot.com currently has comic properties which include a
network of more than four dozen Keenspot - exclusive - webcomic sites, in
addition to the user-generated comics site ComicGenesis.com, which hosts over
10,000 independent webcomics. Keenspot sites have over 2 million unique visitors
monthly. They also produce animated shorts under the Keentoons label which are
distributed internationally by ThunderSquid to mobile phone carriers worldwide
including Verizon V-CAST (U.S.) and O2 (U.K.).
PRODUCTION
We intend to have three stages of production. First is the creative phase
of our comics into electronic, printable files. Second is the printing phase
where these electronic files are turned into paper periodicals. Third, is a
digital phase that converts the files into electronic media suitable for
dissemination as applications or Web content. Other than the creative phase, we
intend to enter into contracts with unrelated third parties for each of the
stages of production.
COMPETITION
The comic book and related intellectual development industries are highly
competitive with little or no barriers to entry. The Company competes with
publishers and creative individuals.
5
Most of the Company's competitors are part of integrated entertainment
companies and all have greater resources than the Company. The Company also
faces competition from other entertainment media, such as movies and video
games, but believes that it benefits from the low price of comic books, sports
and entertainment trading cards and children's activity sticker collections in
relation to such other products.
The market for digital distribution of content and products and related
Internet services and products is intensely competitive. Since there are no
substantial barriers to entry, we expect competition in these markets to
intensify. We believe that the principal competitive factors in these markets
are name recognition, performance, ease of use and functionality. Our existing
competitors, as well as a number of potential new competitors, may have longer
operating histories in the digital distribution market, greater name
recognition, larger customer bases and databases and significantly greater
financial, technical and marketing resources. Such competitors may be able to
undertake more extensive marketing campaigns and make more attractive offers to
potential employees. Further, there can be no assurance that our competitors
will not develop services and products that are equal or superior to ours or
that achieve greater market acceptance than our offerings in the area of name
recognition, performance, ease of use and functionality. There can be no
assurance that we will be able to compete successfully against our current or
future competitors or that competition will not have a material adverse effect
on our business, results of operations and financial condition.
PATENT, TRADEMARK, LICENSE AND FRANCHISE RESTRICTIONS AND CONTRACTUAL
OBLIGATIONS
There are inherent factors and circumstances associated with the
development of intellectual properties and we plan to obtain protection with
applicable patents and trademarks. We intend to protect our intellectual
properties from license infringements or violations. The Company has not entered
into any franchise agreements or other contracts that have given, or could give
rise to obligations or concessions.
Our success depends in part upon our protection of our intellectual
properties. We will principally rely upon copyright and contract law to protect
our proprietary properties. There can be no assurance that the steps taken will
be adequate to prevent misappropriation of our intellectual properties.
EMPLOYEES
We currently have no employees other than our sole officer and director. We
do not now have, nor have we ever had, an employment agreement with any of our
officers or directors. We do not presently have pension, health, annuity,
insurance, stock options, profit sharing or similar benefit plans; however, we
may adopt plans in the future. There are presently no personal benefits
available to our sole officer and director.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange
Act and are not required to provided the information required under this item.
ITEM 1B. UNRESOLVED STAFF COMMENTS
The Staff of the Securities and Exchange Commission has reviewed our Form
8-K initially filed on June 18, 2012. On November 6, 2012 we filed an amendment
to the Form 8-K (Amendment Number 1). The Staff has not reviewed this Form 8-K/A
file in response to these comments and indicated that the amendment may still be
defective in (i) that certain requested financial statements were not included,
(ii) that we did not file a letter indicating the changes that were made, and
(iii) that the filed copy was not marked by our EDGAR filer to reflected the
changes from the original to facilitate the Staff's review of the Form 8-K/A. We
will be required to further amend this Form 8-K and may be required to file
additional reports to include certain disclosures on an additional Form 8-K.
Certain of the responses to the comments may be addressed in this Form 10-K. In
the event that we determine that certain of the comments do not apply to the
disclosed facts and circumstance or if we determine that an amendment is not
appropriate, we will appropriately advise the Staff of the Securities and
6
Exchange Commission. Until we respond and until the Staff has reviewed our
responses and amendments, or either, we are deemed to have unresolved Securities
and Exchange Commission Staff comments.
ITEM 2. PROPERTIES
We do not own or rent facilities of any kind. At present, we are operating
from office space located at 614 East Highway 50, Suite 235, Clermont, Florida
34711 which is provided at negligible cost by our CEO. We will continue to use
this space for our executive offices for the foreseeable future. We anticipate
entering into a month to month rental agreement for added space in January 2013
or earlier if we obtain a positive cash flow from operations.
ITEM 3. LEGAL PROCEEDINGS
We are not currently a party to, nor are any of our property currently the
subject of, any material legal proceeding. None of the Company's directors,
officers or affiliates is involved in a proceeding adverse to our business or
has a material interest adverse to our business.
In the ordinary course of business, we may be from time to time involved in
various pending or threatened legal actions. The litigation process is
inherently uncertain and it is possible that the resolution of such matters
could have a material adverse effect upon our financial condition and/or results
of operations.
ITEM 4. MINE SAFETY DISCLOSURES
None.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
MARKET INFORMATION
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.
There is a very limited or no trading market for our common stock at
present and there has been no established trading market to date. There is no
assurance that a trading market will ever develop or, if such a market does
develop, that it will continue. The only trade known to the Company was a
private sale of 10,080,000 shares of our common stock on April 4, 2012, at a
price of $0.0022 per shares, as reported on a Form 4 filed with the SEC on April
4, 2012.
HOLDERS
On August 31, 2012, the stockholder's list of our shares of common stock
showed 40 registered holders of our shares of common stock and 434,922,000
shares of common stock outstanding. The number of record holders was determined
from the records of our transfer agent and does not include beneficial owners of
shares of common stock whose shares are held in the names of various security
brokers, dealers, and registered clearing agencies.
EQUITY COMPENSATION PLANS
As of August 31, 2012, we had not compensation plans (including individual
compensation arrangements) under which our equity securities are authorized for
issuance, including any underlying options or warrants.
7
PERFORMANCE GRAPH
We are a "smaller reporting company" as defined by Regulation S-K and, as
such, are not required to provide this information.
RECENT SALES OF UNREGISTERED SECURITIES, USE OF PROCEEDS FROM REGISTERED
SECURITIES
None.
DIVIDENDS
Holders of outstanding shares of common stock are entitled to such
dividends as may be declared from time to time by the Board of Directors out of
legally available funds; and, in the event of liquidation, dissolution or
winding up of the affairs of the Company, holders are entitled to receive,
ratably, the net assets of the Company available to shareholders after
distribution is made to the preferred shareholders, if any, who are given
preferred rights upon liquidation. Holders of outstanding shares of common stock
have no preemptive, conversion or redemptive rights. To the extent that
additional shares of Company's common stock are issued, the relative interest of
then existing shareholders may be diluted. The payment of dividends is subject
to the discretion of our Board of Directors and will depend, among other things,
upon our earnings, our capital requirements, our financial condition, and other
relevant factors. We have not paid or declared any dividends upon our common
stock since our inception and, by reason of our present financial status and our
contemplated financial requirements; we do not anticipate paying any dividends
upon our common stock in the foreseeable future.
ITEM 6. SELECTED FINANCIAL DATA
We are a "smaller reporting company" as defined by Regulation S-K and, as
such, are not required to provide this information.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
The following is management's discussion and analysis of certain
significant factors which have affected our financial position and operating
results during the periods included in the accompanying consolidated financial
statements, as well as information relating to the plans of our current
management. This Annual Report includes forward-looking statements. Generally,
the words "believes ", "anticipates", " may ", "will", "should ", "expect",
"intend", "estimate", "continue" and similar expressions or the negative thereof
or comparable terminology are intended to identify forward-looking statements.
Such statements are subject to certain risks and uncertainties, including the
matters set forth in this Annual Report or other reports or documents we file
with the SEC from time to time, which could cause actual results or outcomes to
differ materially from those projected. Undue reliance should not be place on
these forward-looking statements which speak only as of the date hereof. We
undertake no obligation to update these forward-looking statements. The
following discussion and analysis should be read in conjunction with our
consolidated financial statements and the related notes thereto and other
financial information contained elsewhere in this Annual Report.
Management's discussion and analysis of our financial condition and results
of operations is based on our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States ("GAAP"). GAAP represents a comprehensive set of accounting and
disclosure rules and requirements, the application of which requires management
judgments and estimates including, in certain circumstances, choices between
acceptable GAAP alternatives. The preparation of these consolidated financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities, if any, at the date of the financial statements, and the
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reported amounts of revenues and expenses during the reporting period. We base
our estimates on historical experience and various other assumptions that are
believed to be reasonable under the circumstances.
RESULTS OF OPERATIONS
FISCAL YEAR ENDED AUGUST 31, 2012 (8 MONTHS) COMPARED TO FISCAL YEAR ENDED
DECEMBER 31, 2011 (12 MONTHS)
REVENUES. During the fiscal year ended August 31, 2012 revenues were
$97,486, an increase of $44,200 or 83% from $53,286 for the fiscal year ended
December 31, 2011. The increase in revenues was a result of improvement in the
overall market for our products.
COST OF SALES. During fiscal year ended August 31, 2012, we incurred Cost
of Sales of $69,651 compared to $27,563 incurred during the fiscal year ended
December 31, 2011 (an increase of $42,088 or 153%). Cost of sales increased due
to increased number of titles in development and production necessary for the
creation of books to sell in forthcoming quarters.
GROSS PROFITS. Gross Profit increased from $25,723 during the fiscal year
ended December 31, 2011 to $27,835 during the fiscal year ended August 31, 2012.
The increase of $2,112, or 8% was largely due to higher revenues in spite of
increased cost of sales.
GENERAL/ADMINISTRATIVE. During fiscal year ended August 31, 2012, we
incurred General and Administrative expenses of $44,304 compared to $16,601
incurred during the fiscal year ended December 31, 2011 (an increase of $27,703
or 167%). General and administrative expenses include corporate overhead,
financial and administrative services, marketing and professional costs. The
increase was primarily due to the expenses for professional fees as a reporting
company.
INCOME. Our net income for the fiscal year ended August 31, 2012 was a loss
of ($16,469) compared to a net profit of $9,122 during the fiscal year ended
December 31, 2011 (a decrease of $25,591 or 280%). The decrease in net income is
primarily attributable to the expenses of being a reporting company.
LIQUIDITY AND CAPITAL RESOURCE
As of August 31, 2012 we had cash or cash equivalents of $269, which is the
only amount available to us for current expenses until such time as we are able
to secure additional investment capital.
The bulk of our other assets consist of inventory in the amount $10,928 and
Intellectual Property (net of amortization) of $19,500, together with prepaid
expenses of $20,000.
CASH FLOWS FROM OPERATING ACTIVITIES
For the fiscal year ended August 31, 2012, we had net cash used by
operating activities of $7,364 as compared to net cash used by operating
activities of $1,329 in the fiscal year ended December 31, 2011.
CASH FLOWS FROM INVESTING ACTIVITIES
Net cash used by financing activities for the fiscal year ended August 31,
2012 was $3,333 as compared to $0 during the fiscal years ended December 31,
2011.
CASH FLOWS FROM FINANCING ACTIVITIES
For the fiscal year ended August 31, 2012, we had net cash provided by
financing activities of $10,869 as compared to $1,426 during the fiscal year
ended December 31, 2011.
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SATISFACTION OF FUTURE OBLIGATIONS
A critical component of our operating plan impacting our continued
existence is the ability to obtain additional capital through additional equity
and/or debt financing. We do not anticipate enough positive internal operating
cash flow until such time as we can generate substantial revenues, which may
take the several months or years to fully realize. In the event we cannot obtain
the necessary capital to pursue our strategic plan, we may have to cease or
significantly curtail our operations. This would materially impact our ability
to continue operations.
Since inception, we have financed cash flow requirements through issuance
of common stock for cash and services. As we expand operational activities, we
may experience net negative cash flows from operations, pending receipt of sales
or development fees, and will be required to obtain additional financing to fund
operations through common stock offerings and debt borrowings to the extent
necessary to provide working capital.
Over the next twelve months we will seek additional capital in the future
to fund growth and expansion through additional equity or debt financing or
credit facilities. No assurance can be made that such financing would be
available, and if available it may take either the form of debt or equity. In
either case, the financing could have a negative impact on our financial
condition and our Stockholders.
We anticipate incurring operating losses over the next six months or more.
Our lack of operating history makes predictions of future operating results
difficult to ascertain. Risks include, but are not limited to, an evolving and
unpredictable business model and the management of growth. To address these
risks we must, among other things, implement and successfully execute our
business and marketing strategy, respond to competitive developments, an
attract, retain and motivate qualified personnel.
There can be no assurance that we will be successful in addressing such
risks, and the failure to do so can have a material adverse effect on our
business prospects, financial condition and results of operations.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
This discussion and analysis of our financial condition and results of
operations are based on our financial statements that have been prepared under
accounting principles generally accepted in the United States of America. The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires our management to
make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenue and expenses
during the reporting period. Actual results could materially differ from those
estimates. All significant accounting policies have been disclosed in Note 1 to
the financial statements for the year ended August 31, 2012. The preparation of
financial statements in conformity with accounting principles generally accepted
in the United States requires our management to make assumptions, estimates, and
judgments that affect the amounts reported, including the notes thereto, and
related disclosures of commitments and contingencies, if any.
We have identified certain accounting policies that are significant to the
preparation of our financial statements. These accounting policies are important
for an understanding of our financial condition and results of operations.
Critical accounting policies are those that are most important to the portrayal
of our financial condition and results of operations and require management's
difficult, subjective, or complex judgment, often as a result of the need to
make estimates about the effect of matters that are inherently uncertain and may
change in subsequent periods. Certain accounting estimates are particularly
sensitive because of their significance to financial statements and because of
the possibility that future events affecting the estimate may differ
significantly from management's current judgments. We believe the following
critical accounting policies involve the most significant estimates and
judgments used in the preparation of our financial statements:
10
GOING CONCERN
The financial statements included in our filings have been prepared in
conformity with generally accepted accounting principles that contemplate the
continuance of our Company as a going concern. Management may use borrowings and
security sales to mitigate the effects of its cash position; however, no
assurance can be given that debt or equity financing, if and when required, will
be available. The financial statements do not include any adjustments relating
to the recoverability and classification of recorded assets and classification
of liabilities that might be necessary should we be unable to continue
existence.
The Company is currently generating revenues from operations sufficient to
meet its operating expenses. However, management believes that given the current
economic environment and the continuing need to strengthen our cash position,
there is still doubt about the Company's ability to continue as a going concern.
Management is currently pursuing various funding options, including seeking debt
or equity financing, licensing opportunities, as well as a strategic or other
transaction, to obtain additional funding to continue the development of, and
successfully commercialize, its products. There can be no assurance that the
Company will be successful in its efforts and this raises substantial doubt
about the Company's future. Should the Company be unable to obtain adequate
financing or generate sufficient revenue in the future, the Company's business,
results of operations, liquidity and financial condition would be materially and
adversely harmed, and the Company will be unable to continue as a going concern.
The Company believes that its ability to execute its business plan, and
therefore continue as a going concern, is dependent upon its ability to do the
following:
* obtain adequate sources of funding to fund long-term business
operations;
* enter into a licensing or other relationship that allows the Company
to commercialize its products;
* manage or control working capital requirements; and
* develop new and enhance existing relationships with product
distributors and other points of distribution for the Company's
products.
There can be no assurance that the Company will be successful in achieving
its short- or long-term plans as set forth above, or that such plans, if
consummated, will enable the Company to obtain profitable operations or continue
in the long-term as a going concern.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from those
estimates.
11
INTANGIBLE ASSETS
The Company's intellectual property consists of graphic novel artwork and
was contributed by a shareholder to the Company. The intangible is being
amortized over its life of five years.
REVENUE RECOGNITION
The Company follows the guidance of paragraph 605-10-S99-1 of the FAS
Accounting Standards Codification for Revenue Recognition. The Company
recognizes revenue when it is realized or realizable and earned. The Company
considers revenue realized or realizable and earned when all of the following
criteria are met: (i) persuasive evidence of an arrangement exists, (ii) the
product has been shipped or the services have been rendered to the customer,
(iii) the sales price is fixed or determinable, and (iv) collectability is
reasonably assured.
INCOME TAXES
The Company recognizes a liability or asset for deferred tax consequences
of all temporary differences between the tax bases of assets and liabilities and
their reported amounts in the financial statements that will result in taxable
or deductible amounts in future years when the reported amounts of the assets
and liabilities are recovered or settled. Deferred tax items mainly relate to
net operating loss carry forwards and accrued expenses. These deferred tax
assets or liabilities are measured using the enacted tax rates that will be in
effect when the differences are expected to reverse. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in income in the
period that includes the enactment date. Deferred tax assets are reviewed
periodically for recoverability, and valuation allowances are provided when it
is more likely than not that some or all of the deferred tax assets may not be
realized.
EARNINGS (LOSS) PER SHARE
The Company computes net loss per share and requires presentation of both
basic and diluted earnings per share, EPS, on the face of the income statement.
Basic EPS is computed by dividing net income (loss) available to common
shareholders by the weighted average number of common shares outstanding during
the year. Diluted EPS gives effect to all dilutive potential common shares
outstanding during the period using the treasury stock method. In computing
diluted EPS, the average stock price for the period is used in determining the
number of shares assumed to be purchased from the exercise of stock options or
warrants. Diluted EPS excludes all dilutive potential shares if their effect is
anti-dilutive. Because the Company does not have any potentially dilutive
securities only basic loss per share is presented in the accompanying financial
statements
RECENTLY ANNOUNCES PRONOUNCEMENTS
Management does not believe that any recently issued, but not yet
effective, accounting standards if currently adopted would have a material
effect on the accompanying financial statements.
In July 2012, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU") No. 2012-02, "INTANGIBLES--GOODWILL AND
OTHER (TOPIC 350): TESTING INDEFINITE-LIVED INTANGIBLE ASSETS FOR IMPAIRMENT"
(the "Update"). The Update simplifies the guidance for testing the decline in
the realizable value (impairment) of indefinite-lived intangible assets other
than goodwill. Examples of intangible assets subject to the guidance include
indefinite-lived trademarks, licenses and distribution rights. The new standard
is effective for fiscal years beginning after September 15, 2012. As of August
31, 2012, none of the Company's intangible assets are amortized as
indefinite-lived intangible assets. Therefore, the adoption of this amendment is
not expected to have a material impact on the Company's financial position or
results of operations.
In September 2011, the FASB issued ASU No. 2011-08, "Intangibles--Goodwill
and Other (Topic 350): TESTING GOODWILL FOR IMPAIRMENT." This amendment permits,
but does not require, an entity to first assess qualitative factors to determine
whether it is more likely than not that the fair value of a reporting unit is
12
less than its carrying amount as a basis for determining whether it is necessary
to perform the two-step goodwill impairment test. The amendment is required to
be adopted by the Company beginning October 1, 2012, although early adoption is
permitted. The Company will consider assessing qualitative factors to determine
whether it is more likely than not that the fair value of a reporting unit is
less than its carrying amount as a basis for determining whether it is necessary
to perform the two-step goodwill impairment test in future periods. The adoption
of this amendment is not expected to have a material impact on the Company's
financial position or results of operations.
In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (Topic
820): AMENDMENTS TO ACHIEVE COMMON FAIR VALUE MEASUREMENTS AND DISCLOSURE
REQUIREMENTS IN U.S. GAAP AND INTERNATIONAL FINANCIAL REPORTING STANDARDS
(IFRS). Among other things, the guidance expands the disclosure requirements
around fair value measurements categorized in Level 3 of the fair value
hierarchy and requires disclosure of the level in the fair value hierarchy of
items that are not measured at fair value in the statement of financial position
but whose fair value must be disclosed. It also clarifies and expands upon
existing requirements for measurement of the fair value of financial assets and
liabilities as well as instruments classified in shareholders' equity. The
guidance is effective for interim and annual periods beginning after December
15, 2011. We are currently evaluating the impact this update will have on our
financial statements.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that is material to
investors.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as defined by Regulation S-K and are not
required to provide this information.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Reference is made to the "F" pages herein comprising a portion of this
Annual Report on Form 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
RESIGNATION OF CHANG LEE LLP AND APPOINTMENT OF MNP LLP
On June 27, 2011, Chang Lee LLP resigned as our independent accountant.
Chang Lee LLP recently merged its operations with MNP LLP and the professional
staff and partners of Chang Lee LLP joined MNP LLP either as employees or
partners of MNP LLP and will continue to practice as members of MNP LLP.
The report of Chang Lee LLP regarding our financial statements for the
fiscal years ended August 31, 2010 and 2009 did not contain any adverse opinion
or disclaimer of opinion and was not qualified or modified as to uncertainty,
audit scope or accounting principles, except that such report on our financial
statements for the years ended August 31, 2010 and 2009 contained an explanatory
paragraph in respect to uncertainty as to our ability to continue as a going
concern. During the years ended August 31, 2010 and 2009 and during the period
from the end of the most recently completed fiscal year through June 27, 2011,
the date of resignation, there were no disagreements with Chang Lee LLP on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedures, which disagreements, if not resolved to the
satisfaction of Chang Lee LLP would have caused it to make reference to such
disagreements in its reports.
Concurrent with the resignation of Chang Lee LLP, we engaged MNP LLP, as
our independent accountant. Prior to engaging MNP LLP, we did not consult with
MNP LLP regarding the application of accounting principles to a specific
completed or contemplated transaction or regarding the type of audit opinion
13
that might be rendered by MNP LLP on our financial statements, and MNP LLP did
not provide any written or oral advice that was an important factor considered
by our company in reaching a decision as to any such accounting, auditing or
financial reporting issue. The engagement of MNP LLP was approved by our board
of directors.
DISMISSAL OF MNP LLP AND APPOINTMENT OF MARTINELLIMICK PLLC
On November 2, 2011, the Company's board of directors dismissed MNP LLP as
the Company's independent registered public accounting firm.
The report of our former independent accountants, Chang Lee LLP, regarding
the Company's financial statements for the fiscal years ended August 31, 2010
and 2009 did not contain any adverse opinion or disclaimer of opinion and was
not qualified or modified as to uncertainty, audit scope or accounting
principles, except that such report on our financial statements for the years
ended August 31, 2010 and 2009 contained an explanatory paragraph that noted
there was substantial doubt as to our ability to continue as a going concern.
During the recent fiscal years ending August 31, 2010 and 2009 and through
November 2, 2011, there have been no (i) disagreements with MNP LLP or Chang Lee
LLP on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of MNP LLP or Chang Lee LLP, would have caused either MNP
LLP or Chang Lee LLP to make reference to the subject matter of the
disagreement(s) in connection with their reports; or (ii) "reportable events" as
defined in Item 304(a)(1)(v) of Regulation S-K.
Concurrent with the dismissal of MNP LLP, we appointed MartinelliMick PLLC
as the Company's new independent registered public accounting firm.
During the recent fiscal years ending August 31, 2012 and 2011, and through
December 31, 2012, we have not consulted MartinelliMick PLLC regarding (i) the
application of accounting principles to any specified transaction, either
completed or proposed, (ii) the type of audit opinion that might be rendered on
our financial statements, or (iii) any matter that was either the subject of a
disagreement (as defined in Item 304(a)(1)(iv)) or a reportable event (as
defined in Item 304(a)(1)(v)). We have had no disagreements with our present
accountants, MartinelliMick PLLC, on accounting and financial disclosures.
ITEM 9A. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
In connection with the preparation of this annual report on Form 10-K, an
evaluation was carried out by the Company's management, who also serves as the
Chief Executive Officer and the Chief Financial Officer, of the effectiveness of
the Company's disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities Exchange Act of 1934 ("Exchange Act")) as of
August 31, 2012. Disclosure controls and procedures are designed to ensure that
information required to be disclosed in reports filed or submitted under the
Exchange Act is recorded, processed, summarized, and reported within the time
periods specified in the SEC rules and forms and that such information is
accumulated and communicated to management, including the Chief Executive
Officer and the Chief Financial Officer, to allow timely decisions regarding
required disclosures.
Based on the evaluation, our Chief Executive Officer/Chief Financial
Officer concluded disclosure controls and procedures were not effective as of
August 31, 2012.
14
MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The Company's management is responsible for establishing and maintaining
adequate internal control over financial reporting. Internal control over
financial reporting is defined in Rule 13a-15(f) and Rule 15d-15(f) promulgated
under the Exchange Act as a process designed by, or under the supervision of,
the Company's principal executive and principal financial officers, or persons
performing similar functions, and effected by the Company's Board of Directors,
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles. The Company's internal control over financial reporting includes
those policies and procedures that:
* pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the
assets of the Company;
* provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and
expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company; and
* provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of the Company's
assets that could have a material effect on the financial statements.
The Company's management assessed the effectiveness of the Company's
internal control over financial reporting as of August 31, 2012. In making this
assessment, it used the criteria set forth in the Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). While this assessment is not formally documented, management
concluded that, as of August 31, 2012, the Company's internal control over
financial reporting is not effective based on those criteria.
Because of its inherent limitations, however, internal control over
financial reporting may not prevent or detect misstatements. Projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
A material weakness is a control deficiency, or a combination of
deficiencies, in internal control over financial reporting such that there is a
reasonable possibility that a material misstatement of our annual or interim
financial statements will not be prevented or detected on a timely basis. The
material weaknesses identified are disclosed below.
* The Company does not have an audit committee or any other governing
body to oversee management.
* Documentation of proper accounting procedures is not present and
fundamental elements of an effective control environment were not
present as of August 31, 2012, including formalized monitoring
procedures.
* We presently have only one officer and no employees. In as much as
there is no segregation of duties within the Company, there is no
management oversight, no one to review control documentation and no
control documentation is being produced at this time.
This Annual Report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting, as
management's report was not subject to attestation by our registered public
accounting firm pursuant the permanent exemption of the SEC that require us to
provide only management's report in this annual report.
15
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
Due to the change in control of the registrant, there have been changes in
our internal control over financial reporting that occurred during the quarter
ended August 31, 2012 that have materially affected, or are reasonably likely to
materially affect, the Company's internal control over financial reporting. We
are currently evaluating those changes.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
DIRECTORS AND OFFICERS
On June 11, 2012, as part of the transaction contemplated by the Share
Exchange Agreement, we received the resignation of John Allen as the Company's
President, Secretary, and Treasurer. Concurrently on June 20, 2012, our Board of
Directors elected Powell to fill a vacancy on the Board of Directors and he was
also appointed President, Secretary and Treasurer. Thereafter, John Allen
resigned leaving Powell as the sole director of the Company.
The following sets forth our directors, executive officers, promoters and
control persons, their ages, and all offices and positions held. Directors are
elected for a period of one year and thereafter serve until their successor is
duly elected by the shareholders. Officers and other employees serve at the will
of the Board of Directors.
Period Served as
Name Position Age Director/Officer
---- -------- --- ----------------
Benny Powell Chief Executive Officer, President, 39 6/11/2012 to present
Chief Financial Officer, Secretary (appointed a Director
and a director in December 2011)
The mailing address for all our officers and directors is 614 E. Hwy 50, Suite
235, Clermont, FL 34711.
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.
Our by-laws provide that all directors hold office until the next annual
stockholder's meeting or until their death, resignation, retirement, removal,
disqualification, or until their successors have been elected and qualified. Our
officers serve at the will of the Board of Directors.
There are no agreements or understandings for any officer or director of
the Company to resign at the request of another person and none of the officers
or directors is acting on behalf of or will act at the direction of any other
person.
16
The sole remaining director may fill vacancies on the Board of Directors.
The members of our board of directors serve for one year terms and are elected
at the next annual meeting of stockholders, or until their successors have been
elected. The officers serve at the pleasure of the board of directors.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
During the past ten years none of our directors, executive officers,
promoters or control persons have:
(1) had any bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time;
(2) been convicted in a criminal proceeding or subject to a pending
criminal proceeding;
(3) been subject to any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting
his involvement in any type of business, securities or banking activities; or
(4) been found by a court of competent jurisdiction in a civil action, the
Commission or the Commodity Futures Trading Commission to have violated a
federal or state securities or commodities law, and the judgment has not been
reversed, suspended, or vacated.
COMMITTEES OF THE BOARD
All proceedings of the board of directors for the fiscal year ended August
31, 2012 were conducted by resolutions consented to in writing by our board of
directors and filed with the minutes of the proceedings of our board of
directors. The Company does not have nominating, compensation or audit
committees or committees performing similar functions nor does our company have
a written nominating, compensation or audit committee charter. Our board of
directors does not believe that it is necessary to have such committees because
it believes that the functions of such committees can be adequately performed by
the board of directors.
We do not have any defined policy or procedure requirements for
stockholders to submit recommendations or nominations for directors. The board
of directors believes that, given the stage of our development, a specific
nominating policy would be premature and of little assistance until our business
operations develop to a more advanced level. Our company does not currently have
any specific or minimum criteria for the election of nominees to the board of
directors and we do not have any specific process or procedure for evaluating
such nominees. The board of directors will assess all candidates, whether
submitted by management or stockholders, and make recommendations for election
or appointment.
A shareholder who wishes to communicate with our board of directors may do
so by directing a written request addressed to our President, Benny Powell, at
the address appearing on the first page of this registration statement.
AUDIT COMMITTEE FINANCIAL EXPERT
We do not have a standing audit committee. Our directors perform the
functions usually designated to an audit committee. Our board of directors has
determined that we do not have a board member that qualifies as an "audit
committee financial expert" as defined in Item 407(d)(5) of Regulation S-K, nor
do we have a board member that qualifies as "independent" as the term is used in
Item 7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act of 1934,
as amended, and as defined by Rule 4200(a)(14) of the NASD Rules.
We believe that our board of directors is capable of analyzing and
evaluating our financial statements and understanding internal controls and
procedures for financial reporting. Our board of directors does not believe that
it is necessary to have an audit committee because management believes that the
17
functions of an audit committee can be adequately performed by the board of
directors. In addition, we believe that retaining an independent director who
would qualify as an "audit committee financial expert" would be overly costly
and burdensome and is not warranted in our circumstances given the stage of our
development and the fact that we have not generated any positive cash flows from
operations to date.
As we generate revenue in the future, we intend to form a standing audit
committee and identify and appoint a financial expert to serve on our audit
committee.
INDEMNIFICATION
Under our Articles of Incorporation and bylaws of the corporation, we may
indemnify an officer or director who is made a party to any proceeding,
including a law suit, because of his position, if he acted in good faith and in
a manner he reasonably believed to be in our best interest. We may advance
expenses incurred in defending a proceeding. To the extent that the officer or
director is successful on the merits in a proceeding as to which he is to be
indemnified, we must indemnify him against all expenses incurred, including
attorney's fees. With respect to a derivative action, indemnity may be made only
for expenses actually and reasonably incurred in defending the proceeding, and
if the officer or director is judged liable, only by a court order. The
indemnification is intended to be to the fullest extent permitted by the laws of
the State of Nevada.
Regarding indemnification for liabilities arising under the Securities Act,
which may be permitted to directors or officers under Nevada law, we are
informed that, in the opinion of the SEC, indemnification is against public
policy, as expressed in the Securities Act and is, therefore, unenforceable.
SECTION 16(a) COMPLIANCE
Section 16(a) of the 1934 Act requires directors and executive officers,
and persons who own more than ten percent of our common stock, to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes of ownership of our common stock. Officers, directors and greater than
ten percent stockholders are required by Securities and Exchange Commission
regulations to furnish us with copies of all Section 16(a) forms they file. We
have no knowledge that, as of the date of this filing, other than Benny Powell,
who owns more than ten percent of our common stock, of any person who has failed
to file an initial Form 3, Form 4 current report, or an annual Form 5 in a
timely manner.
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE - FISCAL YEARS ENDED AUGUST 31, 2011 AND AUGUST 31,
2012.
The following table sets forth information concerning all cash and non-cash
compensation awarded to, earned by or paid the named persons for all services
rendered in all capacities during the noted periods. The two named persons were
executive officers as of August 31, 2011 and Benny Powell was the sole executive
officer as of August 31, 2012. No executive officer received total annual salary
and bonus compensation in excess of $100,000.
18
SUMMARY COMPENSATION TABLES
Change in
Pension
Value and
Non-Equity Nonqualified
Name and Incentive Deferred
Principal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($) Totals($)
-------- ---- --------- -------- --------- --------- --------------- ----------- --------------- ---------
John Allen 2011 -- -- -- -- -- -- -- -0-
John Allen 2012 -- -- -- -- -- -- -- -0-
(through 6/11/2012)
President,
Secretary
and CFO
Benny Powell 2011 -- -- -- -- -- -- -- -0-
President, 2012 -- -- -- -- -- -- -- -0-
Secretary
and CFO
There are no employment contracts, compensatory plans or arrangements,
including payments to be received from the Company, with respect to any director
or executive officer of the Company which would in any way result in payments to
any such person because of his or her resignation, retirement or other
termination of employment with the Company, any change in control of the
Company, or a change in the person's responsibilities following a change in
control of the Company.
Benny Powell, our sole director and executive officer, currently receives
no compensation for his services as a director. We contemplate that in the
future Benny Powell will be paid a monthly salary as our executive officer of
$5,000 per month.
OUTSTANDING EQUITY AWARDS.
None of our executive officers received any equity awards, including,
options, restricted stock or other equity incentives during the fiscal year
ended August 31, 2012.
DIRECTOR COMPENSATION.
During the fiscal year ended August 31, 2012 or 2011, there were no
arrangements between us and Benny Powell that resulted in our making payments to
our director for any services provided to us by him.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table presents information about the beneficial ownership of
our common stock on August 31, 2012, held by our founder, director and executive
officer and by those persons known to beneficially own more than 5% of our
capital stock. The percentage of beneficial ownership for the following table is
based on 434,922,000 shares of common stock outstanding as of August 31, 2012.
Unless otherwise indicated, the stockholders listed possess sole voting and
investment power with respect to the shares shown.
19
Amount and Percentage
Nature of Percentage of All
Name and Address Beneficial of Common Voting
Title of Series of Beneficial Owner Ownership Stock(1) Rights
--------------- ------------------- --------- -------- ------
DIRECTORS AND EXECUTIVE OFFICERS
Common Stock Benny Powell 311,160,000 71.50% 71.50%
Chief Executive Officer, President, Direct
Secretary, Chief Financial Officer
and a Director (2)(3)(4)
Common Stock All Directors and Executive Officers 311,160,000 71.50% 71.50%
as a Group (1 person) Direct
Amount and Percentage
Nature of Percentage of All
Name and Address Beneficial of Class or Voting
Title of Series of Beneficial Owner Ownership Series(1) Rights
--------------- ------------------- --------- --------- ------
5% STOCKHOLDERS
Common Stock Benny Powell (2)(3)(4) 311,160,000 71.5% 71.5%
Direct
----------
(1) Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and does not necessarily indicate
beneficial ownership for any other purpose. Under these rules, beneficial
ownership includes those shares of common stock over which the stockholder
has sole or shared voting or investment power.
(2) Mr. Powell has sole investment power and sole voting power over the shares
of common stock that he owns.
(3) Mr. Powell's address is: 614 E. Hwy 50, Suite 235, Clermont, FL 34711 20
(4) In addition to the 240,000,000 (40,000,000 pre-split) shares of common
stock acquired by Mr. Powell pursuant to the Share Exchange Agreement
described hereinabove, Mr. Powell acquired 71,160,000 (11,860,000
pre-split) shares of common stock in private transactions with other
shareholders.
20
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None
INDEPENDENT DIRECTOR
We have no currently "independent director" as that term is defined in Rule
4200(a)(15) of the Marketplace Rules of the National Association of Securities
Dealers. We are not presently required to have independent directors.
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
AUDIT FEES
The aggregate fees billed by MartinelliMick PLLC for professional services
rendered for the audit of our annual financial statements including the Annual
Report on Form 10-K for the fiscal year ended August 31, 2011 were $6,000.
The aggregate fees billed by MartinelliMick PLLC for professional services
rendered for the audit of our annual financial statements including the Annual
Report on Form 10-K for the fiscal year ended August 31, 2012 will be
approximately $10,000.
AUDIT RELATED FEES
For the fiscal years ended August 31, 2012 and December 31, 2011, the
aggregate fees billed for assurance and related services by MartinelliMick PLLC
relating to our quarterly financial statements which are not reported under the
caption "Audit Fees" above, were $3,908 and $-0-, respectively.
TAX FEES
For the fiscal years ended August 31, 2012 and December 31, 2011, the
aggregate fees billed for tax compliance were $-0-.
ALL OTHER FEES
For the fiscal years ended August 31, 2012 and December 31, 2011, the
aggregate fees billed by MartinelleMick PLLC for other non-audit professional
services, other than those services listed above, were $-0-.
AUDIT COMMITTEE
We do not have an audit committee.
21
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements and Schedules
See Index to Consolidated Financial Statements under Part II, Item 8 of
this Annual Report on Form 10-K.
(b) Exhibits
Exhibit
No. Description Location
--- ----------- --------
3.1 Amended and Restated Articles of Incorporated by reference to Exhibit 3.1
Incorporation of the Company to the Form 10-K filed by the Company
with the SEC on November 29, 2010, as
subsequently amended.
3.2 Bylaws of the Company Incorporated by reference to Exhibit 3.2
to the Form 10-K filed by the Company
with the SEC on November 29, 2010, as
subsequently amended.
3.3 Certificate of Amendment to the Provided herewith.
Certificate of Incorporation filed
with the Nevada Secretary of State
on June 26, 2012.
14.1 Code of Ethics for Senior Financial Incorporated by reference to Exhibit
Officers of the Company 14.1 to the Form 10-K filed by the
Company with the SEC on November 29, 2010.
31.1 Certifications of the Chief Executive Provided herewith.
Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certifications of the Chief Financial Provided herewith.
Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certification Pursuant to 18 U.S.C. Provided herewith.
Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley
Act of 2002
32.2 Certification Pursuant to 18 U.S.C. Provided herewith.
Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley
Act of 2002
22
SIGNATURES
In accordance with Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
RED GIANT ENTERTAINMENT, INC.
Date: January 2, 2013 By: /s/ Benny Powell
---------------------------------------
Benny Powell
Chief Executive Officer &
Principal Executive Officer
Date: January 2, 2013 By: /s/ Benny Powell
---------------------------------------
Benny Powell
Chief Financial Officer & Principal
Financial and Accounting Officer
In accordance with the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person on behalf of the
registrant and in the capacities indicated on December January 2, 2013.
Signatures Title Date
---------- ----- ----
/s/ Benny Powell
--------------------------- Director January 2, 2013
Benny Powell
23
[LETTERHEAD OF MARTINELLIMICK PLLC]
To the Board of Directors and Stockholders
Red Giant Entertainment, Inc.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We have audited the accompanying balance sheets of Red Giant Entertainment, Inc.
as of August 31, 2012 and December 31, 2011, and the related statements of
operations, stockholders' equity, and cash flows for each of the periods then
ending. Red Giant Entertainment, Inc.'s management is responsible for these
financial statements. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Red Giant Entertainment, Inc.
as of August 31, 2012 and December 31, 2011, and the results of its operations
and its cash flows for each of the periods then ending in conformity with
accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company's accumulated deficit and net loss raise
substantial doubt about its ability to continue as a going concern. Management's
plans regarding the resolution of this issue are also discussed in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
/s/ MartinelliMick PLLC
--------------------------------
MartinelliMick PLLC
Spokane, Washington
January 2, 2013
F-1
RED GIANT ENTERTAINMENT INC.
(formerly known as Castmor Resources Ltd.)
Balance Sheets
August 31, December 31,
2012 2011
-------- --------
ASSETS
Current Assets
Cash in Banks $ 269 $ 97
Inventory 10,928 16,301
Prepaid Expenses 20,000 --
-------- --------
Total Current Assets 31,197 16,398
Computer Equipment - net of depreciation 3,277 --
Intellectual Property - net of amortization 19,500 23,400
-------- --------
TOTAL ASSETS $ 53,974 $ 39,798
======== ========
LIABILITIES & STOCKHOLDERS' EQUITY
Accounts Payable & Accrued Expenses $ 19,776 $ --
-------- --------
Commitments & Contingencies -- --
-------- --------
STOCKHOLDERS' EQUITY
Preferred stock,$0.0001 par value; 100,000,000 shares authorized;
no shares issued -- --
Common Stock, $0.0001 par value; 900,000,000 shares authorized;
434,922,000 & 240,000,000 shares issued and outstanding, respectively 43,492 24,000
Additional paid in capital -- 6,676
Discount on Common Stock (1,947) --
Accumulated earning (deficit) (7,347) 9,122
-------- --------
Total Stockholders' Equity 34,188 39,798
-------- --------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 53,974 $ 39,798
======== ========
The accompanying notes are an integral part of these financial statements.
F-2
RED GIANT ENTERTAINMENT INC.
(formerly known as Castmor Resources, Ltd.)
Statements of Operations
8 months ended 12 months ended
August 31, December 31,
2012 2011
------------ ------------
Sales $ 97,486 $ 53,286
Cost of Sales 69,651 27,563
------------ ------------
Gross Profit 27,835 25,723
Expenses
Advertising & marketing 962 3,902
Depreciation & amortization 3,956 5,850
General & administrative 3,362 5,269
Travel & entertainment 2,014 1,580
Payroll & related expenses 7,302 --
Meeting & conventions 5,213 --
Professional fees 21,495 --
------------ ------------
Total Expense 44,304 16,601
------------ ------------
Net Income (loss) before taxes (16,469) 9,122
Income taxes -- --
------------ ------------
Net Income (loss) $ (16,469) $ 9,122
============ ============
Net income per share, basic and diluted $ (0.00) $ 0.00
============ ============
Weighted average number of common shares outstanding,
basic & diluted 208,730,500 240,000,000
============ ============
The accompanying notes are an integral part of these financial statements.
F-3
RED GIANT ENTERTAINMENT INC
(formerly known as Castmor Resources, Ltd.)
Statement of Stockholders' Equity
Additional Discount Accumulated Total
Preferred Stock Common Stock Paid in on Common Earning Shareholder
Sh Amt Sh Amt Capital Stock (Deficit) Equity
------- -------- ----------- --------- --------- -------- -------- --------
Beg. bal, January 1, 2011 -- $ -- 240,000,000 $ 24,000 $ 6,676 $ -- $ -- $ 30,676
Net Income 9,122 9,122
------- -------- ----------- --------- --------- -------- -------- --------
Balance December 31, 2011 -- -- 240,000,000 24,000 6,676 -- 9,122 39,798
Contributed capital -- -- -- -- 10,869 -- -- 10,869
Recapitalization from
reverse merger -- -- 194,922,000 19,492 (17,545) (1,947) -- --
Net Loss (16,469) (16,469)
------- -------- ----------- --------- --------- -------- -------- --------
Balance August 31, 2012 -- $ -- 434,922,000 $ 43,492 $ -- $ (1,947) $ (7,347) $ 34,198
======= ======== =========== ========= ========= ======== ======== ========
The accompanying notes are an integral part of these financial statements.
F-4
RED GIANT ENTERTAINMENT
(formerly known as Castmor Resources, Ltd.)
Statements of Cash Flow
8 months ended 12 months ended
August 31, December 31,
2012 2011
-------- --------
OPERATING ACTIVITIES
Net Income $(16,469) $ 9,122
Adjustments to reconcile net income (loss) to net cash
provided by operating activities:
Depreciation & amortization 3,956 5,850
Inventory 5,373 (16,301)
Prepaid expenses (20,000) --
Accounts payable & accrued expenses 19,776 --
-------- --------
Net Cash Used by Operating Activities (7,364) (1,329)
-------- --------
INVESTING ACTIVITIES
Computer equipment purchased (3,333) --
-------- --------
Net Cash Used by Investing Activities (3,333) --
-------- --------
FINANCING ACTIVITIES
Capital contributed 10,869 1,426
-------- --------
Net Cash Provided by Financing Activities 10,869 1,426
-------- --------
Net Cash Increase for Period 172 97
Cash at Beginning of Period 97 --
-------- --------
Cash at End of Period $ 269 $ 97
======== ========
Supplemental cash flow information:
Interest paid $ -- $ --
======== ========
Income taxes paid $ -- $ --
======== ========
Non-cash Investing and Financing Activities
Shareholder contribution of intellectual property $ -- $ 29,250
======== ========
The accompanying notes are an integral part of these financial statements.
F-5
RED GIANT ENTERTAINMENT, INC.
(formerly known as Castmor Resources, Inc.)
Notes to the Financial Statements
August 31, 2012
ORGANIZATION AND DESCRIPTION OF BUSINESS
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") All income and expenses in these financial
statements have been recharacterized for reporting purposes to be all inclusive
for the corporate entity. The Company was originally a publishing company, but
has expanded its operations to include mass media and graphic novel artwork
development.
On June 11, 2012, Castmor Resources Ltd., a Nevada corporation entered into a
Share Exchange Agreement (the "Share Exchange Agreement") with Red Giant
Entertainment Inc., and Benny Powell, who had owned 100% of the issued and
outstanding shares in RGE. Pursuant to the terms and conditions of the Share
Exchange Agreement, RGE exchanged 100% of the outstanding shares in RGE for
forty million (40,000,000; 240,000,000 post split) newly-issued restricted
shares of the Company's common stock. Due to the recapitalization and reverse
merger with Castmor Resources Ltd, 32,487,000 shares (194,922,000 post split)
were issued in the entity. The Company subsequently approved a 6 to 1 forward
stock split of all shares of record in June, 2012.
The exchange resulted 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. All share information has been restated for both the
reverse merger and the forward stock split for all periods presented.
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The financial statements of the Company have been prepared in accordance with
the generally accepted accounting principles in the United States of America.
Because a precise determination of many assets and liabilities is dependent upon
future events, the preparation of financial statements for a period necessarily
involves the use of estimates that have been made using careful judgment. The
financial statements have, in management's opinion been properly prepared within
reasonable limits of materiality and within the framework of the significant
accounting policies summarized below:
ACCOUNTING METHOD
The Company's financial statements are prepared using the accrual basis of
accounting in accordance with accounting principles generally accepted in the
United States of America and have been consistently applied in the preparation
of the financial statements.
ADVERTISING
Advertising costs are expensed as incurred. The Company expensed advertising
costs of $962 and $109 for the periods ending August 31, 2012 and December 31,
2011, respectively.
ASSET RETIREMENT OBLIGATIONS
The Company has adopted ASC 410, ASSET RETIREMENT AND ENVIRONMENTAL OBLIGATIONS,
which requires that the fair value of a liability for an asset retirement
obligation be recognized in the period in which it is incurred. ASC 410 requires
the Company to record a liability for the present value of the estimated site
restoration costs with corresponding increase to the carrying amount of the
related long-lived assets. The liability will be accreted and the asset will be
depreciated over the life of the related assets. Adjustments for changes
resulting from the passage of time and changes to either the timing or amount of
the original present value estimate underlying the obligation will be made. As
at August 31, 2012 and December 31, 2011, the Company does not have any asset
retirement obligations.
F-6
RED GIANT ENTERTAINMENT, INC.
(formerly known as Castmor Resources, Inc.)
Notes to the Financial Statements
August 31, 2012
CASH AND CASH EQUIVALENTS
For purposes of the statement of cash flows, the Company considers all highly
liquid investments and short-term debt instruments with original maturities of
three months or less to be cash equivalents. As at August 31, 2012 and December
31, 2011, there were $269 and $97 of cash equivalents, respectively.
COST OF GOODS SOLD
Cost of goods sold includes the cost of creating services or artwork,
advertising and books.
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 no common stock equivalents outstanding at August 31, 2012
and December 31, 2011.
FAIR VALUE MEASUREMENTS
Topic 820 in the Accounting Standards Codification (ASC 820) defines fair value,
establishes a framework for measuring fair value in generally accepted
accounting principles and expands disclosures about fair value measurements. ASC
820 applies whenever other standards require (or permit) assets or liabilities
to be measured at fair value but does not expand the use of fair value in any
new circumstances. In this standard, the FASB clarifies the principle that fair
value should be based on the assumptions market participants would use when
pricing the asset or liability. In support of this principle, ASC 820
establishes a fair value hierarchy that prioritizes the information used to
develop those assumptions. The fair value hierarchy is as follows:
* Level 1 inputs -- Unadjusted quoted process in active markets for
identical assets or liabilities that the entity has the ability to
access at the measurement date.
* Level 2 inputs -- Inputs other than quoted prices included in Level 1
that are observable for the asset or liability, either directly or
indirectly. These might include quoted prices for similar assets and
liabilities in active markets, and inputs other than quoted prices
that are observable for the asset or liability, such as interest rates
and yield curves that are observable at commonly quoted intervals.
* Level 3 inputs -- Unobservable inputs for determining the fair values
of assets or liabilities that reflect an entity's own assumptions
about the assumptions that market participants would use in pricing
the assets or liabilities.
The Company currently does not have any assets that are measured at fair value
on a recurring or non-recurring basis, consequently, the Company did not have
any fair value adjustments for assets and liabilities measured at fair value at
August 31, 2012 and December 31, 2011, nor gains or losses reported in the
statement of operations that are attributable to the change in unrealized gains
or losses relating to those assets and liabilities still held at the reporting
date for the periods ended August 31, 2012 and December 31, 2011.
INCOME TAXES
The Company was a limited liability company until May 9, 2012. As an LLC, no
income tax provision was made at the Company level and all taxable income and
deductions were passed directly to the equity owner. The Company will be
evaluating the tax ramifications of the change in entity status and the
organizational changes to determine future tax issues. Currently the Company
expects to recognize losses in 2012. The Company further expects the losses to
be reserved against for deferred tax purposes.
F-7
RED GIANT ENTERTAINMENT, INC.
(formerly known as Castmor Resources, Inc.)
Notes to the Financial Statements
August 31, 2012
The Company has adopted ASC 740, INCOME TAXES, which requires the Company to
recognize deferred tax liabilities and assets for the expected future tax
consequences of events that have been recognized in the Company's financial
statements or tax returns using the liability method. Under this method,
deferred tax liabilities and assets are determined based on the temporary
differences between the financial statement and tax bases of assets and
liabilities using enacted tax rates in effect in the years in which the
differences are expected to reverse.
LONG-LIVED ASSETS IMPAIRMENT
Long-lived assets of the Company are reviewed for impairment whenever events or
circumstances indicate that the carrying amount of assets may not be
recoverable, pursuant to guidance established in ASC 360, PROPERTY, PLANT AND
EQUIPMENT. Management considers assets to be impaired if the carrying value
exceeds the future projected cash flows from related operations (undiscounted
and without interest charges). If impairment is deemed to exist, the assets will
be written down to fair value. Fair value is generally determined using a
discounted cash flow analysis.
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are recorded at historical cost and capitalized.
Depreciation is calculated on a straight-line basis over the estimated useful
life of the asset. The Company currently has equipment being depreciated for
estimated lives of three to five years. Depreciation for the periods ended
August 31, 2012 and December 31, 2011 was $56 and zero, respectively.
RECENT ACCOUNTING PRONOUNCEMENTS
In July 2012, the Financial Accounting Standards Board ("FASB") issued
Accounting Standards Update ("ASU") No. 2012-02, "INTANGIBLES--GOODWILL AND
OTHER (TOPIC 350): TESTING INDEFINITE-LIVED INTANGIBLE ASSETS FOR IMPAIRMENT"
(the "Update"). The Update simplifies the guidance for testing the decline in
the realizable value (impairment) of indefinite-lived intangible assets other
than goodwill. Examples of intangible assets subject to the guidance include
indefinite-lived trademarks, licenses and distribution rights. The new standard
is effective for fiscal years beginning after September 15, 2012. As of August
31, 2012, none of the Company's intangible assets are amortized as
indefinite-lived intangible assets. Therefore, the adoption of this amendment is
not expected to have a material impact on the Company's financial position or
results of operations.
In September 2011, the FASB issued ASU No. 2011-08, "Intangibles--Goodwill and
Other (Topic 350): TESTING GOODWILL FOR IMPAIRMENT." This amendment permits, but
does not require, an entity to first assess qualitative factors to determine
whether it is more likely than not that the fair value of a reporting unit is
less than its carrying amount as a basis for determining whether it is necessary
to perform the two-step goodwill impairment test. The amendment is required to
be adopted by the Company beginning October 1, 2012, although early adoption is
permitted. The Company will consider assessing qualitative factors to determine
whether it is more likely than not that the fair value of a reporting unit is
less than its carrying amount as a basis for determining whether it is necessary
to perform the two-step goodwill impairment test in future periods. The adoption
of this amendment is not expected to have a material impact on the Company's
financial position or results of operations.
In May 2011, the FASB issued ASU No. 2011-04, Fair Value Measurement (Topic
820): AMENDMENTS TO ACHIEVE COMMON FAIR VALUE MEASUREMENTS AND DISCLOSURE
REQUIREMENTS IN U.S. GAAP AND INTERNATIONAL FINANCIAL REPORTING STANDARDS
(IFRS). Among other things, the guidance expands the disclosure requirements
around fair value measurements categorized in Level 3 of the fair value
hierarchy and requires disclosure of the level in the fair value hierarchy of
items that are not measured at fair value in the statement of financial position
but whose fair value must be disclosed. It also clarifies and expands upon
existing requirements for measurement of the fair value of financial assets and
liabilities as well as instruments classified in shareholders' equity. The
F-8
guidance is effective for interim and annual periods beginning after December
15, 2011. We are currently evaluating the impact this update will have on our
financial statements.
REVENUE RECOGNITION
Revenue for the Company is recognized from three primary sources: Advertising
Revenue, Publishing Sales and Creative Services. Revenue was processed through
our Paypal Account and Project Wonderful accounts where applicable.
Advertising Revenue comes from the following sources and is stated at net after
commissions:
* Keenspot: Revenue is earned on a net 90 basis and is based upon
traffic to Red Giant property Web sites. It is calculated on a Cost
Per Thousand (CPM) of verified impressions and varies based upon bids
by advertisers and other customary factors. In exchange for
advertising, hosting, IT, and sales management, Keenspot takes 50%
commission of ad revenue for their services.
* Project Wonderful: Revenue is paid immediately and based upon bids by
advertisers for a set amount of time at the prevailing highest winning
rate. Project Wonderful takes a 25% commission of ad revenue for their
services.
Publishing Revenue comes from the following sources:
* Kickstarter Campaigns: These are presales for books and revenue is
recognized only once the books arrive and are shipped to the buyers.
* Direct Sales: Through our online store, we sell directly to clients
and the transactions process through our Paypal account. All orders
are shipped immediately and revenue is recognized immediately.
Creative Services are artwork, writing, advertising, and other creative
endeavors we handle for outside clients. Revenue is recognized upon completion
of the services and payment has been tendered.
Shipping and Handling for purchases are paid directly by the consumer through
Paypal. The Company has not established an allowance for doubtful accounts, as
all transactions are handled through Paypal directly by the consumer.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenues and expenses for the reporting period. The
Company reviews its estimates on an ongoing basis. The estimates were based on
historical experience and on various other assumptions that the Company believes
to be reasonable under the circumstances. Actual results could differ from these
estimates. The Company believes the judgments and estimates required in its
accounting policies to be critical in the preparation of the Company's financial
statements.
NOTE 2 - MANAGEMENT STATEMENT REGARDING GOING CONCERN
The Company is currently generating revenues from operations sufficient to meet
its operating expenses. However, as the Company completed the first year of
operation in 2011, management believes that given the current economic
environment and the continuing need to strengthen our cash position, there is
still doubt about the Company's ability to continue as a going concern.
Management is currently pursuing various funding options, including seeking debt
or equity financing, licensing opportunities, as well as a strategic or other
transaction, to obtain additional funding to continue the development of, and
successfully commercialize, its products. There can be no assurance that the
F-9
RED GIANT ENTERTAINMENT, INC.
(formerly known as Castmor Resources, Inc.)
Notes to the Financial Statements
August 31, 2012
Company will be successful in its efforts and this raises substantial doubt
about the Company's future. Should the Company be unable to obtain adequate
financing or generate sufficient revenue in the future, the Company's business,
results of operations, liquidity and financial condition would be materially and
adversely harmed, and the Company will be unable to continue as a going concern.
The Company believes that its ability to execute its business plan, and
therefore continue as a going concern, is dependent upon its ability to do the
following:
* obtain adequate sources of funding to fund long-term business
operations;
* enter into a licensing or other relationship that allows the Company
to commercialize its products;
* manage or control working capital requirements; and
* develop new and enhance existing relationships with product
distributors and other points of distribution for the Company's
products.
There can be no assurance that the Company will be successful in achieving its
short- or long-term plans as set forth above, or that such plans, if
consummated, will enable the Company to obtain profitable operations or continue
in the long-term as a going concern.
NOTE 3 - INVENTORY
As of August 31, 2012 and December 31, 2011, inventory consisted of physical
copies of published books, as well as artwork that's used for digitally
distributed works for advertising revenue and future publications. The inventory
is valued at the cost to produce.
NOTE 4 - INTELLECTUAL PROPERTY
The Company's intellectual property consists of graphic novel artwork and was
contributed by a shareholder to the Company and valued at $29,250, which was
determined based on the historical costs for artists and printing. The
intangible is being amortized over its life of five years. Amortization cost for
the year periods ended August 31, 2012 and December 31 2011 $3,900 and $5,850,
respectively. The Company expects to amortize the remaining $19,500 over the
remaining life of approximately four years at $5,850 per year.
NOTE 5 - PROVISION FOR INCOME TAXES
Income taxes are provided based upon the liability method. Under this approach,
deferred income taxes are recorded to reflect the tax consequences in future
years of differences between the tax basis of assets and liabilities and their
financial reporting amounts at each year-end. A valuation allowance is recorded
against deferred tax assets if management does not believe the Company has met
the "more likely than not" standard imposed by accounting standards to allow
recognition of such an asset.
At August 31, 2012, the Company had net deferred tax assets calculated at an
expected rate of 34%, noted in the table below, of approximately $2,400. As
management of the Company cannot determine that it is more likely than not that
the Company will realize the benefit of the net deferred tax asset, a valuation
allowance equal to the net deferred tax asset was recorded at August 31, 2012.
The significant components of the net deferred tax asset calculated with the
estimated effective income tax rate at August 31, 2012 and December 31, 2011
were as follows:
F-10
RED GIANT ENTERTAINMENT, INC.
(formerly known as Castmor Resources, Inc.)
Notes to the Financial Statements
August 31, 2012
2012
--------
Deferred tax assets
Net operating loss carry forward $ 7,300
--------
Net deferred income tax asset 2,400
Deferred tax asset valuation allowance (2,400)
--------
Net deferred tax asset $ --
========
At August 31, 2012, the Company had net income tax operating loss carry forwards
of approximately $7,300, which expire in the years 2022 through 2032. The change
in the allowance account from December 31, 2011 August 31, 2012 to was $2,400.
For the tax year ended December 31, 2011, the predecessor entity to Red Giant
Entertainment, Inc. was a limited liability company, and as such, all tax
benefits and obligations passed through the entity to its members. No provisions
have been made at December 31, 2011, nor does management believe that any tax
modifications would have a material effect on the financials.
Although Management believes that its estimates are reasonable, no assurance can
be given that the final tax outcome of these matters will not be different than
that which is reflected in our tax provisions. Ultimately, the actual tax
benefits to be realized will be based upon future taxable earnings levels, which
are very difficult to predict.
ACCOUNTING FOR INCOME TAX UNCERTAINTIES AND RELATED MATTERS
The Company may be assessed penalties and interest related to the underpayment
of income taxes. Such assessments would be treated as a provision of income tax
expense on the financial statements. For the years ended August 31, 2012 and
December 31, 2011, no income tax expense has been realized as a result of
operations and no income tax penalties and interest have been accrued related to
uncertain tax positions. The Company has not filed a tax return for the new
entity. These filings will be subject to a three year statute of limitations. No
adjustments have been made to reduce the estimated income tax benefit at fiscal
year end. Any valuations relating to these income tax provisions will comply
with U.S. generally accepted accounting principles.
NOTE 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.
During the eight months ended, August 31, 2012, $10,869 of contributed capital
was added to additional paid in capital.
In June, 2012, Castmor Resources Ltd., entered into Share Exchange Agreement
(the "Share Exchange Agreement") with Red Giant Entertainment Inc., ("RGE"), and
Benny Powell, who had owned 100% of the issued and outstanding shares in RGE.
Pursuant to the terms and conditions of the Share Exchange Agreement, RGE
F-11
RED GIANT ENTERTAINMENT, INC.
(formerly known as Castmor Resources, Inc.)
Notes to the Financial Statements
August 31, 2012
exchanged 100% of the outstanding shares in RGE for forty million (240,000,000
post split) newly-issued restricted shares of the Company's common stock. Due to
the recapitalization and reverse merger of Castmor Resources Ltd, an additional
32,487,000 (194,922,000 post split) shares were issued. The Company approved a 6
to 1 stock split of all shares issued in June of 2012. All share information has
been restated for both the reverse merger and the forward stock split for all
periods presented.
NOTE 7 - RELATED PARTIES
Benny Powell was an officer and director of both parties to the merger. See Note
1. Mr. Powell continues as the Company's sole officer and director post merger.
Mr. Powell also provides rent and other services to the Company through his
other ventures.
NOTE 8 - SUBSEQUENT EVENTS
Management has evaluated subsequent events through December 27, 2012. There was
no event of which management was aware that occurred after the balance sheet
date that would require any adjustment to, or disclosure in, the accompanying
consolidated financial statements.
F-1
