Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Nov. 30, 2013 | Jan. 13, 2014 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'Red Giant Entertainment, Inc. | ' |
Entity Central Index Key | '0001411179 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Nov-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--08-31 | ' |
Well-known Seasoned Issuer | 'No | ' |
Voluntary Filer | 'No | ' |
Reporting Status Current | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 519,863,070 |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2014 | ' |
Balance_Sheets
Balance Sheets (USD $) | Nov. 30, 2013 | Aug. 31, 2013 |
Current Assets | ' | ' |
Cash and cash equivalents | $39 | $14,937 |
Accounts receivable, net of allowance for doubtful accounts of $0 and $0, respectively | 2,095 | ' |
Inventory | 50,992 | 52,107 |
Prepaid and other current assets | 89,092 | 82,000 |
Total Current Assets | 142,218 | 149,044 |
Property and equipment, net of accumulated depreciation of $1,573 and $996, respectively | 9,971 | 10,548 |
Intangible assets, net of accumulated amortization of $17,063 and $15,600, respectively | 12,187 | 13,650 |
TOTAL ASSETS | 164,376 | 173,242 |
Current Liabilities | ' | ' |
Accounts payable and accrued expenses | 72,213 | 81,332 |
Due to related parties | 42,301 | 39,187 |
Note payable | 100,710 | 100,710 |
Derivative liability | 490,206 | 271,321 |
Total Current Liabilities | 705,430 | 492,550 |
Long term loans | 15,148 | ' |
TOTAL LIABILITIES | 720,578 | 492,550 |
COMMITMENTS AND CONTINGENCIES | ' | ' |
Stockholders' Deficit | ' | ' |
Preferred stock: 100,000 authorized; $0.0001 par value 0 shares issued and outstanding | ' | ' |
Common stock: 900,000,000 authorized; $0.0001 par value 457,558,273 and 434,922,000 shares issued and outstanding | 45,756 | 43,492 |
Additional paid in capital | 123,989 | ' |
Treasury stock, at cost, 1,785,900 shares | -55,000 | -55,000 |
Accumulated deficit | -670,947 | -305,853 |
Total Stockholders' (Deficit) | -556,202 | -319,308 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $164,376 | $173,242 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Nov. 30, 2013 | Aug. 31, 2013 |
Current Assets | ' | ' |
Allowance for account receivable | $0 | $0 |
Accumulated depreciation | 1,573 | 996 |
Intellectual property, net of accumulated amortization | $17,063 | $15,600 |
Stockholders' (Deficit) Equity | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 100,000 | 100,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 900,000,000 | 900,000,000 |
Common stock, shares issued | 457,558,273 | 434,922,000 |
Common stock, shares outstanding | 457,558,273 | 434,922,000 |
Treasury stock, shares | 1,785,900 | 1,785,900 |
Statements_of_Operations_unaud
Statements of Operations (unaudited) (USD $) | 3 Months Ended | |
Nov. 30, 2013 | Nov. 30, 2012 | |
Statements Of Operations | ' | ' |
Revenues | $3,379 | $105,937 |
Cost of sales | 2,378 | 47,474 |
Gross Profit | 1,001 | 58,463 |
Selling and marketing | 52,731 | 1,497 |
General & administrative | 45,879 | 3,954 |
Compensation | 14,242 | 12,040 |
Professional | 18,970 | 1,200 |
Depreciation and amortization | 2,040 | 1,629 |
Total operating expenses | 133,862 | 20,320 |
Net profit ( loss ) from operations | -132,861 | 38,143 |
Other income (expense) | ' | ' |
Interest expense | -90,648 | ' |
Change in derivative | -73,385 | ' |
Gain (loss) on settlement of debt | -68,200 | ' |
Income taxes | ' | -5,700 |
NET PROFIT (LOSS) | ($365,094) | $32,443 |
Basic and dilutive loss per share | $0 | $0 |
Weighted average number of shares outstanding | 438,927,644 | 434,922,000 |
Statements_of_Cash_Flow_Unaudi
Statements of Cash Flow (Unaudited) (USD $) | 3 Months Ended | |
Nov. 30, 2013 | Nov. 30, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net income (loss) | ($365,094) | $32,443 |
Adjustment to reconcile Net Income to net cash provided by operations: | ' | ' |
Depreciation & amortization | 2,040 | 1,629 |
Amortization of deferred financing costs | 90,648 | ' |
Change in derivative | 73,385 | ' |
Loss on settlement of debt | 68,200 | ' |
(Increase) decrease in operating assets: | ' | ' |
Accounts receivable | -2,095 | ' |
Inventory | 1,115 | -16,366 |
Prepaid expenses and other assets | -7,092 | -25,040 |
Increase (decrease) in operating liabilities: | ' | ' |
Accounts payable and accrued expenses | -9,119 | 9,506 |
Total adjustments | 217,082 | -30,271 |
Net Cash (Used in) Operating Activities | -148,012 | 2,172 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Shareholder loans, net | 3,114 | ' |
Proceeds from Loan(s) | 130,000 | ' |
Net Cash Provided by Financing Activities | 133,114 | ' |
Net increase (decrease) in cash and cash equivalents | -14,898 | 2,172 |
Cash and cash equivalents, beginning of period | 14,937 | 269 |
Cash and cash equivalents, end of period | 39 | 2,441 |
Supplemental cash flow information | ' | ' |
Cash paid for interest | ' | ' |
Cash paid for taxes | ' | ' |
Non-cash transactions: | ' | ' |
Expenses paid from proceeds of debt | 15,500 | ' |
Debt converted to equity | $60,000 | ' |
Organization_and_Description_o
Organization and Description of Business | 3 Months Ended |
Nov. 30, 2013 | |
Notes to Financial Statements | ' |
Note 1. Organization and Description of Business | ' |
Red Giant Entertainment LLC (the “LLC”) was formed in the State of Florida, U.S.A., on January 1, 2011. On May 9, 2012, the LLC 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 LLC 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 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 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 Castmore Resources Ltd., which changed its name to Red Giant Entertainment, Inc. (the “Company”). The Company subsequently approved a 6 to 1 forward stock split of all shares of record in June, 2012. The Company’s fiscal year end is August 31. | |
The exchange resulted in RGE becoming a wholly-owned subsidiary of the Company. As a result of the Share Exchange Agreement, the Company’s 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. | |
On March 4, 2013, the Company acquired ComicGenesis, LLC (“ComicGenesis”), a Nevada limited liability company that operates a user-generated comic site that hosts over 10,000 independent webcomics. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | ||
Nov. 30, 2013 | |||
Notes to Financial Statements | ' | ||
Note 2. Summary of Significant Accounting Policies | ' | ||
Basis of Presentation | |||
The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which require 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 reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||
Principles of Consolidation | |||
The Company operates under the name of Red Giant Entertainment, Inc. and its wholly owned subsidiaries RGE and ComicGenesis. The companies were incorporated for the intentions of developing brand names. Any activities of these subsidiaries or holdings have been included in the consolidated financial statements, with elimination of any intercompany accounts and transactions. | |||
Unaudited Interim Financial Statements | |||
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. | |||
In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. | |||
Reclassification | |||
Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses. | |||
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. | ||
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. | |||
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 three months ended November 30, 2013 and 2012 was $577 and $166, respectively. | |||
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. Based upon its most recent analysis, the Company believes that no impairment of property existed at November 30, 2013 and August 31, 2012. | |||
Recent Accounting Pronouncements | |||
We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. | |||
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. | |||
Cost of Goods Sold | |||
Cost of goods sold includes the cost of creating services or artwork, advertising and books. | |||
Advertising | |||
Advertising costs are expensed as incurred. The Company expensed advertising costs of $25,014 and $771 for the periods ending November 30, 2013 and 2012, respectively. | |||
Stock Based Compensation | |||
The Company issues restricted stock to consultants for various services. Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete. The Company recognized consulting expenses and a corresponding increase to additional paid-in-capital related to stock issued for services. Stock compensation for the periods presented were issued for past services provided, accordingly, all shares issued are fully vested, and there is no unrecognized compensation associated with these transactions. For agreements requiring future services, the consulting expense is to be recognized ratably over the requisite service period. | |||
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. | |||
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. | |||
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 stockholders 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 approximately 61,000,000 common stock equivalents outstanding at November 30, 2013. |
Management_Statement_Regarding
Management Statement Regarding Going Concern | 3 Months Ended | ||
Nov. 30, 2013 | |||
Notes to Financial Statements | ' | ||
Note 3. Management Statement Regarding Going Concern | ' | ||
The Company is currently generating revenues from operations sufficient to meet its operating expenses. However, our 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 | ||
• | evelop 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. |
Inventory
Inventory | 3 Months Ended |
Nov. 30, 2013 | |
Notes to Financial Statements | ' |
Note 4. Inventory | ' |
As of November 30, 2013, inventory consisted of physical copies of published books, as well as artwork that is used for digitally distributed works for advertising revenue and future publications. The inventory is valued at the cost to produce. |
Intellectual_Property
Intellectual Property | 3 Months Ended |
Nov. 30, 2013 | |
Notes to Financial Statements | ' |
Note 5. Intellectual Property | ' |
The Company's intellectual property consists of graphic novel artwork and was contributed by a stockholder 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 three months ended November 30, 2013 and 2012 was $1,463 and $1,463, respectively. |
Convertible_Notes_Payable
Convertible Notes Payable | 3 Months Ended | ||||
Nov. 30, 2013 | |||||
Notes to Financial Statements | ' | ||||
Note 6. Convertible Notes Payable | ' | ||||
The Company entered into lending arrangements with several lending institutions, each with convertible features. The Company evaluated the terms of the convertible notes, with outstanding face values totaling $243,000, in accordance with ASC Topic No. 815 - 40, Derivatives and Hedging – Contracts in Entity’s Own Stock and that the underlying common stock is indexed to the Company's common stock. The Company determined that the conversion features meet the definition of a liability and therefore bi-furcated the conversion feature and accounted for it as a separate derivative liability. The Company evaluated the conversion feature for a beneficial conversion feature. The effective conversion price was compared to the market price on the date of the note and was deemed to be less than the market value of underlying common stock at the inception of the note. Therefore, the Company recognized a debt discount on the notes in the amount of $243,000 on the origination date. The debt discount was recorded as reduction (contra-liability) to the Convertible Notes Payable. The debt discount is being amortized over the term of the notes. Additionally, the notes called for an immediate withholding of $15,500 for service charges, which has been treated as an original issue discount or deferred financing costs, a contra-liability charge, which is to be amortized as finance cost over the life of the loan. Interest expense, in the amount of $90,648, was recognized for the three month period ended November 30, 2013. | |||||
A derivative liability, in the amount of $490,206 has been recorded, as of November 30, 2013, related to the above notes. The Company recognized a change in the derivative liability, resulting in a loss in the amount of $73,385. The derivative value was calculated using the Black-Scholes method. Assumptions used in the derivative valuation were as follows: | |||||
Weighted Average: | |||||
Dividend rate | 0 | % | |||
Risk-free interest rate | 0.08 | % | |||
Expected lives (years) | 0.298 | ||||
Expected price volatility | 315 | % | |||
Forfeiture Rate | 0 | % | |||
Summary of Convertible Notes Payable: | |||||
Original value | $ | 243,000 | |||
Deferred finance cost | (11,016 | ) | |||
Unexpired debt discount | (116,126 | ) | |||
$ | 115,858 | ||||
Provision_for_Income_Taxes
Provision for Income Taxes | 3 Months Ended |
Nov. 30, 2013 | |
Notes to Financial Statements | ' |
Note 7. 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 November 30, 2013, the Company expected no net deferred tax assets calculated at an expected rate of 37.6%. The Company has applied a 100% valuation allowance on the deferred tax assets attributable to the Net Operating Losses incurred. | |
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. At November 30, 2013, the tax return for 2011 and 2012 has not being filed. 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. |
Capital_Stock
Capital Stock | 3 Months Ended |
Nov. 30, 2013 | |
Notes to Financial Statements | ' |
Note 8. 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. For the 3 months ended February 28, 2013, no additional capital was contributed. | |
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 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. | |
During the three month period ending November 30, 2013, the Company issued 22,636,273 shares of its common stock in satisfaction of obligation to $60,000 of convertible notes payable. The Company recognized a loss in the amount of $68,200 resulting from the excess in the fair market value of the stock above that of the retired debt. |
Related_Parties
Related Parties | 3 Months Ended |
Nov. 30, 2013 | |
Notes to Financial Statements | ' |
Note 9. 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. | |
The Company purchases print materials through Active Media Publishing, Inc. (“AMPI”), an entity wholly owned by Mr. Powell. AMPI has certain arrangements with overseas printing companies, whereby the printing is facilitated to the Company. Agreement with AMPI states processing is at near cost prices on a non-exclusive basis. During the quarterly period ended November 30, 2013, the Company purchased print media in the amount of $3,750. | |
Keenspot has been paid or accrued commissions in the amount of approximately $917 during the quarterly period ended November 30, 2013. | |
The Company also from time to time have retained Glass House Graphics, a sole proprietorship owned by David Campiti, our Chief Operating Officer and a member of the Board, to provide creative services for us. The Company paid an aggregate of $12,575 to Glass House Graphics during the quarterly period ended November 30, 2013. | |
The Company does not own or lease property or lease office space. The officers of the Company provide office and storage space to the Company at no charge through their other ventures. | |
The Company does not have employment contracts with its key employees, including the controlling stockholder who is an officer of the Company, although it has independent contractor agreements with its other officers. | |
As of December 2013, the Company has retained Chris Crosby, one of the Company’s officers and directors, to also serve as web editor for the Company’s webcomics. Mr. Crosby will be compensated $1,500 per month for his web editing services, which the Company believe to be substantially less than the compensation the Company would pay for an independent third party to provide such services. | |
The amounts and terms of the above transactions may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties. |
Business_Segments
Business Segments | 3 Months Ended | |||
Nov. 30, 2013 | ||||
Notes to Financial Statements | ' | |||
Note 10. Business Segments | ' | |||
The Company generates revenues from three service offerings: Advertising, Book publishing and Creative. The Company's management measures its performance by revenue lines and does not allocate its selling, general and administrative expenses to each revenue offering. A summary of the lines of revenue are as follows: | ||||
For the Three Months Ended November 30 | ||||
2013 | 2012 | |||
Revenues | ||||
Advertising | 1,284 | 1,139 | ||
Book publishing | 2,095 | 96,548 | ||
Creative | -0- | 8,250 | ||
TOTAL: | 3,379 | 105,937 | ||
Cost of Sales | ||||
Advertising | 1,342 | 2,139 | ||
Book publishing | 1,036 | 42,135 | ||
Creative | -0- | 3,200 | ||
TOTAL: | 2,378 | 47,474 | ||
Gross Margin | ||||
Advertising | -58 | -1,000 | ||
Book publishing | 1,059 | 54,413 | ||
Creative | -0- | 5,050 | ||
TOTAL: | 1,001 | 58,463 |
Commitments_And_Contingencies
Commitments And Contingencies | 3 Months Ended |
Nov. 30, 2013 | |
Notes to Financial Statements | ' |
Note 11. Commitments And Contingencies | ' |
Some of the officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities that become available. They may face a conflict in selecting between the Company and other business interests. The Company has not formulated a policy for the resolution of such conflicts. Additionally, regarding this concern, the Company does not have employment agreements with its key officers and directors. | |
In the normal course of business, the Company may become a party to litigation matters involving claims against the Company. The Company's management is unaware of any pending or threatened assertions and there are no current matters that would have a material effect on the Company’s financial position or results of operations. |
Subsequent_Events
Subsequent Events | 3 Months Ended | ||
Nov. 30, 2013 | |||
Notes to Financial Statements | ' | ||
Note 12. Subsequent Events | ' | ||
In December 2013 and January 2014, four convertible debt holders converted an aggregate of $131,095.34 in principal and interest for an aggregate of 63,019,244 shares of the Company’s common stock. In December 2013, two debt holders also converted debt owed to them for an aggregate of 17,416,667 shares of the Company’s common stock. | |||
On January 6, 2014, the Company filed a Definitive Information Statement on Schedule 14C (the “Information Statement”) and is in process of mailing the Information Statement to stockholders. Under the Information Statement, the following actions were taken by written consent of stockholders holding a majority of the Company’s common stock have authorized the following actions, effective 20 calendar days after the date of mailing to the stockholders: | |||
-1 | the re-election of the Company’s Board of Directors; | ||
-2 | the approval of Messineo & Co., CPAs, LLC as the Company’s independent auditors for the fiscal year ending August 31, 2014; | ||
-3 | the filing of a Certificate of Amendment to Company’s the Articles of Incorporation to increase the number of authorized shares of common stock, par value $0.0001 per share from 900,000,000 to 3,000,000,000; | ||
-4 | the approval of the Company’s 2013 Stock Option Plan adopted by the Board of Directors on December 24, 2013; | ||
-5 | the casting of an advisory vote approving the compensation of our named executive officers; and | ||
-6 | the casting of an advisory vote on the frequency of future advisory votes to approve the compensation of our named executive officers to be every three years. | ||
Management has evaluated subsequent events through the date these financial statements were available to issue, the date of filing with the Securities and Exchange Commission. 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. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | ||
Nov. 30, 2013 | |||
Notes to Financial Statements | ' | ||
Basis of Presentation | ' | ||
The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP"), which require 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 reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |||
Principles of Consolidation | ' | ||
The Company operates under the name of Red Giant Entertainment, Inc. and its wholly owned subsidiaries RGE and ComicGenesis. The companies were incorporated for the intentions of developing brand names. Any activities of these subsidiaries or holdings have been included in the consolidated financial statements, with elimination of any intercompany accounts and transactions. | |||
Unaudited Interim Financial Statements | ' | ||
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. | |||
In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the financial position; (b) the result of operations; and (c) cash flows, have been made in order to make the financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. | |||
Reclassification | ' | ||
Certain amounts in the prior period financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported losses. | |||
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. | ||
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. | |||
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 three months ended November 30, 2013 and 2012 was $577 and $166, respectively. | |||
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. Based upon its most recent analysis, the Company believes that no impairment of property existed at November 30, 2013 and August 31, 2012. | |||
Recent Accounting Pronouncements | ' | ||
We have reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. | |||
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. | |||
Cost of Goods Sold | ' | ||
Cost of goods sold includes the cost of creating services or artwork, advertising and books. | |||
Advertising | ' | ||
Advertising costs are expensed as incurred. The Company expensed advertising costs of $25,014 and $771 for the periods ending November 30, 2013 and 2012, respectively. | |||
Stock-based Compensation | ' | ||
The Company issues restricted stock to consultants for various services. Cost for these transactions are measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. The value of the common stock is measured at the earlier of (i) the date at which a firm commitment for performance by the counterparty to earn the equity instruments is reached or (ii) the date at which the counterparty's performance is complete. The Company recognized consulting expenses and a corresponding increase to additional paid-in-capital related to stock issued for services. Stock compensation for the periods presented were issued for past services provided, accordingly, all shares issued are fully vested, and there is no unrecognized compensation associated with these transactions. For agreements requiring future services, the consulting expense is to be recognized ratably over the requisite service period. | |||
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. | |||
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. | |||
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 stockholders 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 approximately 61,000,000 common stock equivalents outstanding at November 30, 2013. |
Convertible_Notes_Payable_Tabl
Convertible Notes Payable (Tables) | 3 Months Ended | ||||
Nov. 30, 2013 | |||||
Notes to Financial Statements | ' | ||||
Derivative valuation | ' | ||||
Weighted Average: | |||||
Dividend rate | 0 | % | |||
Risk-free interest rate | 0.08 | % | |||
Expected lives (years) | 0.298 | ||||
Expected price volatility | 315 | % | |||
Forfeiture Rate | 0 | % | |||
Convertible notes | ' | ||||
Summary of Convertible Notes Payable: | |||||
Original value | $ | 243,000 | |||
Deferred finance cost | (11,016 | ) | |||
Unexpired debt discount | (116,126 | ) | |||
$ | 115,858 | ||||
Business_Segments_Tables
Business Segments (Tables) | 3 Months Ended | |||
Nov. 30, 2013 | ||||
Notes to Financial Statements | ' | |||
Revenues | ' | |||
A summary of the lines of revenue are as follows: | ||||
For the Three Months Ended November 30 | ||||
2013 | 2012 | |||
Revenues | ||||
Advertising | 1,284 | 1,139 | ||
Book publishing | 2,095 | 96,548 | ||
Creative | -0- | 8,250 | ||
TOTAL: | 3,379 | 105,937 | ||
Cost of Sales | ||||
Advertising | 1,342 | 2,139 | ||
Book publishing | 1,036 | 42,135 | ||
Creative | -0- | 3,200 | ||
TOTAL: | 2,378 | 47,474 | ||
Gross Margin | ||||
Advertising | -58 | -1,000 | ||
Book publishing | 1,059 | 54,413 | ||
Creative | -0- | 5,050 | ||
TOTAL: | 1,001 | 58,463 | ||
Organization_and_Description_o1
Organization and Description of Business (Details Narrative) | 12 Months Ended |
Aug. 31, 2013 | |
Organization And Description Of Business Details Narrative | ' |
Company incorporated date | 1-Jan-11 |
Company incorporated state | 'State of Florida |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details Narrative) (USD $) | 3 Months Ended | |
Nov. 30, 2013 | Nov. 30, 2012 | |
Depreciation | $577 | $166 |
Advertising costs | $25,014 | $771 |
Common stock equivalents outstanding | 61,000,000 | ' |
Minimum [Member] | ' | ' |
Property, Plant and Equipment estimated useful life | '3 Years | ' |
Maximum [Member] | ' | ' |
Property, Plant and Equipment estimated useful life | '5 Years | ' |
Intellectual_Property_Details_
Intellectual Property (Details Narrative) (USD $) | 3 Months Ended | |
Nov. 30, 2013 | Nov. 30, 2012 | |
Intellectual Property Details Narrative | ' | ' |
Intangible assets useful life | '5 years | ' |
Amortization cost | $1,463 | $1,463 |
Convertible_Notes_Payable_Deta
Convertible Notes Payable (Details) | 3 Months Ended |
Nov. 30, 2013 | |
Convertible Notes Payable Details | ' |
Dividend rate | 0.00% |
Risk-free interest rate | 0.08% |
Expected lives (years) | '3 months 18 days |
Expected price volatility | 315.00% |
Forfeiture Rate | 0.00% |
Convertible_Notes_Payable_Deta1
Convertible Notes Payable (Details 1) (USD $) | Nov. 30, 2013 | Aug. 31, 2013 |
Convertible Notes Payable Details 1 | ' | ' |
Original value | $243,000 | ' |
Deferred finance cost | -11,016 | ' |
Unexpired debt discounts | -116,126 | ' |
Total | $15,148 | ' |
Business_Segments_Details
Business Segments (Details) (USD $) | 3 Months Ended | |
Nov. 30, 2013 | Nov. 30, 2012 | |
Revenues | ' | ' |
Advertising | $1,284 | $1,139 |
Book publishing | 2,095 | 96,548 |
Creative | ' | 8,250 |
TOTAL: | 3,379 | 105,937 |
Cost of Sales | ' | ' |
Advertising | 1,342 | 2,139 |
Book publishing | 1,036 | 42,135 |
Creative | ' | 3,200 |
TOTAL: | 2,378 | 47,474 |
Gross Margin | ' | ' |
Advertising | -58 | -1,000 |
Book publishing | 1,059 | 54,413 |
Creative | ' | 5,050 |
TOTAL: | $1,001 | $58,463 |
Convertible_Notes_Payable_Deta2
Convertible Notes Payable (Details Narrative) (USD $) | 3 Months Ended | |
Nov. 30, 2013 | Nov. 30, 2012 | |
Convertible Notes Payable Details Narrative | ' | ' |
Interest expense | $90,648 | ' |
Derivative Liability | $490,206 | ' |
Provision_for_Income_Taxes_Det
Provision for Income Taxes (Details Narrative) | Nov. 30, 2013 |
Provision For Income Taxes Details Narrative | ' |
Expected rate of tax on deferred tax assets | 37.60% |
Valuation allowance on the deferred tax assets | 100.00% |
Capital_Stock_Details_Narrativ
Capital Stock (Details Narrative) (USD $) | 8 Months Ended | |
Aug. 31, 2012 | Nov. 30, 2013 | |
Capital Stock Details Narrative | ' | ' |
Contributed capital | $10,869 | ' |
Common stock issued | ' | 22,636,273 |
Convertible notes payable | ' | 60,000 |
Recognized a loss | ' | $68,200 |
Related_Parties_Details_Narrat
Related Parties (Details Narrative) (USD $) | 3 Months Ended |
Nov. 30, 2013 | |
Related Parties Details Narrative | ' |
Purchased print media | $3,750 |
Accrued commissions | 917 |
Paid to Glass House Graphics | $12,575 |