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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 10, 2014
Red Giant Entertainment, Inc.
(Exact name of registrant as specified in its charter)
Nevada 000-53310 98-0471928
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
614 E. Hwy 50, Suite 235, Clermont, FL 34711
(Address of principal executive offices) (Zip Code)
(866) 926-6427
(Issuer's telephone/facsimile numbers, including area code)
Not Applicable
(former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (See: General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17CFR240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17CFR240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17CFR240.13e-4(c))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
PROMOTION AGREEMENT WITH TOYS "R" US - DELAWARE, INC. ("TRU")
On June 16, 2014, we entered into a Promotion Agreement (the "Promotion
Agreement") with TRU for the distribution of our Giant-Size Line of Comics.
Under the Promotion Agreement, TRU has agreed to distribute our Giant-Size Comic
books free of charge to customer purchasing other products at TRU's Toys "R" Us
and Babies "R" Us stores. Under the Promotion Agreement, we will begin providing
Giant Size Comic Books in the first week of November 2014, with a weekly
rotation as follows: Giant-Size Action, Giant-Size Fantasy, Giant-Size
Adventure, and Giant-Size Thrills on weeks one through four, with a quarterly
Giant Size edition available for any fifth weeks of a month. Each issue will
consist of two stories plus advertising. Under the Promotion Agreement, we
agreed to provide TRU with TRU exclusive covers for each book, a full page
interior advertisement, and co-branded bags for distribution of the books. TRU
may terminate the Promotion Agreement upon 10 days written notice.
The description above of the Promotion Agreement does not purport to be complete
and are qualified in its entirety by reference to the full text of the Promotion
Agreement, a copy of which is filed as Exhibit 99.1 hereto.
SECTION 9 - EXHIBITS
ITEM 9.01 - EXHIBITS
Exhibit
Number Description
------ -----------
99.1 Promotion Agreement between the Registrant and Toys "R" Us - Delaware,
Inc. dated as of June 16, 2014.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Red Giant Entertainment, Inc.
Dated: July 10, 2014 /s/ Benny R. Powell
--------------------------------------
By: Benny R. Powell
Its: Chief Executive Officer, President,
Chief Financial Officer, and Secretary
