ITEM 2 - APPOINTMENT OF AUDITORS

On or about October 19, 2016, we dismissed our registered independent public accountant, D'Arelli Pruzansky, P.A., of Boca Raton, Florida ("DP"). DP's audit report on the financial statements of the Company for the fiscal year ended August 31, 2014 contained no adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting

principles, except that the audit reports on the financial statements of the Company for the fiscal year ended August 31, 2014 contained an uncertainty about the Company's ability to continue as a going concern.

Because the Company has no standing audit committee the Company's full Board of Directors participated in and approved the decision to change independent accountants.

In connection with its review of financial statements through August 31, 2014, and for the subsequent periods through November 10, 2016, there have been no disagreements with DP 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 DP would have caused it to make reference thereto in its reports on the financial statements for such periods.

During the fiscal year ended August 31, 2014, and through the interim period ended November 10, 2016, there were the following "reportable events" (as such term is defined in Item 304 of Regulation S-K). As disclosed in Part I, Item 4 of the Company's Form 10-Q/A for the quarterly period ended May 31, 2015, the Company's management determined that the Company's internal controls over financial reporting were not effective as of the end of such period due to the existence of material weaknesses related to the following:

* We do not have an audit committee or any other governing body to oversee management.
* Documentation of proper accounting procedures is not present and fundamental and fundamental elements of an effective control environment were not present as of May 31, 2015, including formalized monitoring procedures.
* While we now have five officers, there is still no segregation of duties with respect to internal controls, no management oversight, and no additional persons reviewing control documentation, and no control documentation is being produced at this time.

These material weaknesses have not been remediated as of the date of this Notice.

On November 14, 2016, the Company requested that DP furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. The Company provided DP with its disclosures in the Current Report on Form 8-K disclosing the dismissal of DP and requested in writing that it furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with such disclosures. DP's response is filed as Exhibit 16.1 to the Form 8-K/A filed on November 15, 2016.

On or about November 10, 2016, the Company engaged Fruci & Associates II, PLLC (the "New Accountant"), as its registered independent public accounting firm. The Company's Board of Directors approved the engagement of the New Accountant.

AUDIT FEES

DP was paid aggregate fees of approximately $25,000 for the year ended August 31, 2014 and for the reviews of the financial statements included in three of our quarterly reports on Form 10-Q during such fiscal year. The Company paid DP aggregate fees of approximately $13,000 for the year ended August 31, 2015 for professional services rendered for the audit of our annual financial statements.

AUDIT RELATED FEES

Neither of our independent registered public accounting firms was paid additional fees for the fiscal years ended August 31, 2014, August 31, 2015, or August 31, 2016 for assurance and related services reasonably related to the performance of the audit or review of our financial statements. The Company expects to pay DP $5,000 for its reference in the Company's forthcoming Form 10-K for the fiscal year ended August 31, 2015 to DP's audit opinion for the fiscal year ended August 31, 2014.

TAX FEES

Neither of our independent registered public accounting firms was paid additional fees for the fiscal years ended August 31, 2014, August 31, 2015, or August 31, 2016 for professional services rendered for tax compliance, tax advice, and tax planning during this fiscal year.

ALL OTHER FEES

Neither of our independent registered public accounting firms was paid any other fees for professional services during the fiscal years ended August 31, 2014, August 31, 2015, or August 31, 2016.

ADDITIONAL INFORMATION

There have been no proposals for action submitted to the company by any stockholders other than the proposals which are the subject of this Information Statement.

We are currently delinquent in filing our Form 10-K for the fiscal years ended August 31, 2015 and August 31, 2016 and Forms 10-Q for the quarterly periods ending November 30, 2015 through May 31, 2016 and November 30, 2016. We are aware of the delinquency and we are working with our auditor and our legal counsel to file the delinquent reports as soon as practicable.

We are currently delinquent in the filing of our annual report with the State of Nevada, which was due on June 30, 2016. We expect that the Company's need to comply with Nevada's corporation reporting fees will be eliminated following the completion of the merger announced in this Notice.

CONCLUSION

As a matter of regulatory compliance, we are sending you this Information Statement which describes the purpose and effect of the actions and amendment. Your consent to the actions is not required and is not being solicited in connection with this action.
This Information Statement is intended to provide our stockholders information required by the rules and regulations of the Securities Exchange Act of 1934, as amended.

RED GIANT ENTERTAINMENT, INC.

DATED: February 21, 2017

By Order of the Board of Directors

/s/ Benny R. Powell
-----------------------------------------
Benny R. Powell
President and CEO

EXHIBIT A

MAJORITY WRITTEN CONSENT

RED GIANT ENTERTAINMENT, INC.,
A NEVADA CORPORATION

The undersigned stockholders, constituting the majority stockholders of Red Giant Entertainment, Inc., a Nevada corporation (the "Corporation"), acting pursuant to the authority of Section 78.320 of the Nevada Revised Statutes and the Bylaws of the Corporation, and with the understanding that the execution of this consent is in lieu of holding an annual stockholders' meeting, do hereby adopt the following resolutions:

APPROVAL OF MINUTES

RESOLVED, that the minutes of the prior meetings and written consents of the stockholders of this Corporation, there being no objections, corrections, or modifications thereto offered, are hereby approved and adopted.

APPROVAL OF MERGER OF HOLDING COMPANY WITH SUBSIDIARY AND SETTING OF EXCHANGE RATIO

WHEREAS, that the undersigned shareholders, constituting the entire Board of Directors of the Corporation, have undertaken consideration of, and having been counseled by legal counsel, have concluded that a short-form merger of the Corporation with its Florida subsidiary, Red Giant Entertainment, Inc., is in the best interests of the Corporation and its stockholders, and that at this time it is also appropriate to address and reset the expansion of the Corporation's authorized and issued common stock in comparison with the Corporation's authorized and issued preferred stock, which has not been increased in authorized amount. We have reasoned that the REDG-NV/REDG-FL merger is effectively a reorganization and restructuring to counter the dilutive effects of more than a dozen convertible debt financings since 2013 and the consequences of debt instrument penalty provisions triggered by REDG's inability to file timely reports to the SEC. Since April 2015 the Corporation has twice-doubled our authorized common shares to avoid debt instrument penalty provisions triggered by the inability to issue shares as payment for debt. During this time we left unchanged our authorized amount of preferred shares. Reversing the common shares by 1,000 : 1 does not result in a restoration of the parity between the issued common and preferred shares to their respective levels before the April 2015 increase in authorized common shares. Instead, the reverse-split serves to reduce the dilutive bloat of the common share class, while the increase in authorized common shares we believe will allow us greater flexibility if we need to engage in dilutive financings in the near future. In addition, the Plan of Merger, with our resulting state of incorporation being Florida, will save us thousands of dollars in corporate governance-related filing fees. Thus, if we need to increase our authorized preferred shares, for instance, we can do so in Florida with a $35.00 filing fee. In Nevada this action would cost us at least $6,725.00, based upon the quantity of our authorized shares.

We did not obtain a report, opinion, or appraisal from an appraiser or financial advisor with respect to the reverse-split and no representative or advisor was retained on behalf of the unaffiliated stockholders to review or negotiate the transaction. We concluded that the additional expense of these independent appraisal procedures was unreasonable in relation to the Company's available cash resources and concluded that we could adequately establish the fairness of the reverse-split without the engagement of third parties.

Also, we arbitrarily determined the exchange ratio with a view towards reducing the amount of shares outstanding by a divisor that would increase the Corporation's quoted share price above a penny from its current price of $0.0001 per share.

Notwithstanding the foregoing, we believe that the potential positive effects of the reverse-split outweigh the potential disadvantages. In making this determination, took into account various negative factors, including: (i) the negative perception of reverse-splits held by some stock market participants; (ii) the adverse effect on liquidity that might be caused by a reduced number of shares outstanding; and (iii) the costs associated with implementing the reverse-split. The effect of the reverse-split upon the market price of our Common Stock cannot be predicted with any certainty, and the

history of similar stock splits for companies in similar circumstances to ours is varied. It is also possible that the reverse-split may not increase the per share price of our Common stock in proportion to the reduction in the number of shares of our Common Stock outstanding or result in a permanent increase in the per share price, which depends on many factors.

After considering the foregoing factors, we determined that merging REDG-NV with REDG-FL and reducing the proportionate number of issued and outstanding Common shares is in the Corporation's best interests and that of our stockholders, as without the reverse-split, we may continue to experience difficulties in obtaining additional affordable capital for our current business.

NOW, THEREFORE, IT IS HEREBY RESOLVED, that the majority stockholders of the Corporation hereby approve the merger of Red Giant Entertainment, Inc., a Nevada corporation ("REDG-NV"), with its wholly-owned subsidiary, Red Giant Entertainment, Inc., a Florida corporation ("REDG-FL"), resulting in REDG-FL being the survivor, and in conjunction with the merger, we hereby approve the setting of the ratio of exchange of the issued and outstanding REDG-NV Common Stock at a 1,000:1 ratio for REDG-FL Common Stock, and the setting of the ratio of exchange of the issued and outstanding REDG-NV Preferred Stock at a 1:1 ratio for REDG-FL Preferred Stock; and

RATIFICATION OF AUDITOR

WHEREAS, the Board has approved the appointment of Fruci & Associates II, PLLC ("F&A") as the Corporation's independent auditors for the fiscal years ending August 31, 2015 and August 31, 2016; and

WHEREAS, the majority stockholders deem it in the best interests of the Corporation to approve and ratify the Board's appointment of F&A as the Corporation's independent auditors for the fiscal years ending August 31, 2015 and August 31, 2016; and

NOW, THEREFORE, IT IS HEREBY RESOLVED, that the majority stockholders of the Corporation hereby ratify the appointment of F&A as the Corporation's independent auditors for the fiscal years ending August 31, 2015 and August 31, 2016, to make an audit of the books and accounts of the Corporation for such fiscal years and to make reports as of the last days of such fiscal years, at a remuneration to be fixed by the Board; the scope of such audit to be fixed and determined by the Board of Directors.

RATIFICATION OF ACTIONS

RESOLVED, that all actions taken by the officer and directors of the Corporation since the last meeting of the stockholders be, and they hereby are, ratified, approved and confirmed in all respects; except those acts which are violations of law, public policy or the fiduciary duty existing between said persons and the Corporation.

IN WITNESS WHEREOF, the undersigned stockholders, constituting the majority stockholders of the Corporation, have executed this Majority Written Consent as of November 17, 2016.

                                                  NUMBER OF          PERCENT OF
                                                   SHARES              SHARES
NAME AND ADDRESS OF             TITLE           BENEFICIALLY        BENEFICIALLY
  BENEFICIAL OWNER             OF CLASS             OWNED              OWNED
  ----------------             --------             -----              -----

Benny R. Powell                Common           146,801,600             1.69%
                               Preferred          7,500,000 (1)        17.24%

David Campiti                  Common            43,300,000             0.49%
                               Preferred          7,500,000 (1)        17.24%

                                       11

Chris Crosby                   Common            34,640,000             0.39%
                               Preferred          7,500,000 (1)        17.24%

Isen Robbins                   Common            43,300,000             0.49%
                               Preferred          7,500,000 (1)        17.24%

Aimee Schoof                   Common            43,300,000             0.49%
                               Preferred          7,500,000 (1)        17.24%

Mark Fischbach                 Common            75,000,000             0.87%
                               Preferred          5,000,000 (1)        11.49%

All Directors and officers     Common           386,341,600             4.46%
 as a group                    Preferred         42,500,000            97.77%

----------

1. Series Z Preferred shares have voting rights on all issues that Common Stock shareholders are entitled to vote. Series Z preferred shares have 100 votes for every preferred share owned.

Members of the Board:

-----------------------------------          -----------------------------------
Benny R. Powell, Director and                David Campiti, Director and
Shareholder                                  Shareholder


-----------------------------------          -----------------------------------
Chris Crosby, Director and                   Isen Robbins, Director and
Shareholder                                  Shareholder


-----------------------------------          -----------------------------------
Aimee Schoof, Director and                   Mark Fischbach, Director and
Shareholder                                  Shareholder

EXHIBIT 1

FORM OF AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER

OF

RED GIANT ENTERTAINMENT, INC., A NEVADA CORPORATION

AND

RED GIANT ENTERTAINMENT, INC., A FLORIDA CORPORATION

THIS AGREEMENT AND PLAN OF MERGER (the "Agreement") dated as of November 17, 2016, made and entered into by and between Red Giant Entertainment, Inc., a Nevada corporation ("REDG") and Red Giant Entertainment, Inc., a Florida corporation ("REDG-FL"), which corporations are sometimes referred to herein as the "Constituent Corporations."

W I T N E S S E T H:

WHEREAS, REDG is a corporation organized and existing under the laws of the State of State of Nevada, having been incorporated under the Nevada Revised Statutes (the "NRS") on June 27, 2005; and

WHEREAS, REDG-FL is a wholly-owned subsidiary corporation of REDG, organized and existing under the laws of the State of Florida, having been incorporated under the Florida Business Corporation Act on May 9, 2012 (the "FBCA"); and

WHEREAS, the respective Boards of Directors of REDG and REDG-FL have determined that it is desirable to merge REDG with and into REDG-FL and that REDG-FL shall be the surviving corporation (the "Merger") in compliance with
Section 607.1104 of the FBCA and Section 92A.190 of the NRS; and

WHEREAS, the parties intend by this Agreement to effect a reorganization under Section 368 of the Internal Revenue Code of 1986, as amended; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, and for other valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, REDG and REDG-FL hereto agree as follows:

ARTICLE I
MERGER

1.1 On the effective date of the Merger (the "Effective Date"), as provided herein, REDG shall be merged with and into REDG-FL, the separate existence of REDG shall cease and REDF-FL (hereinafter sometimes referred to as the "Surviving Corporation") shall continue to exist under the name of "Red Giant Entertainment, Inc." by virtue of, and shall be governed by, the laws of the

State of Florida. The address of the registered office of the Surviving Corporation in the State of Florida will be InvestmentAttorneys, SunTrust Plaza, Suite 1050, 201 Alhambra Circle, Coral Gables, Florida 33134.

ARTICLE II
ARTICLES OF INCORPORATION OF SURVIVING CORPORATION

2.1 The name of the Surviving Corporation shall be "Red Giant Entertainment, Inc." The Amended and Restated Articles of Incorporation of the Surviving Corporation, attached hereto as Exhibit A, shall be the Articles of Incorporation of REDG-FL (the "REDG-FL Articles") without change, unless and until amended in accordance with Article VIII of this Agreement or otherwise amended in accordance with applicable law.

ARTICLE III
BYLAWS OF THE SURVIVING CORPORATION

3.1 The Bylaws of the Surviving Corporation, attached hereto as Exhibit B, shall be the Bylaws of REDG-FL (the "REDG-FL Bylaws"), unless and until amended in accordance with Article VIII of this Agreement or otherwise amended in accordance with applicable law.

ARTICLE IV
EFFECT OF MERGER ON STOCK OF CONSTITUENT CORPORATIONS

4.1 On the Effective Date, (i) each outstanding share of Common Stock of REDG, par value $0.0001 per share (the "REDG Common Stock") shall be converted into 0.0001 shares of common stock, par value $0.0001 per share, of REDG-FL (the "REDG-FL Common Stock"), (ii) and each outstanding share of REDG-FL Common Stock held by REDG shall be retired and canceled; and (iii) each outstanding share of REDG Common Stock repurchased by REDG shall be retired and canceled. In addition, on the Effective Date, each outstanding share of REDG Series Z Preferred Stock, par value $0.0001 per share ("REDG Preferred Stock"), shall be converted into one (1.0) shares of REDG-FL Series Z Preferred Stock, par value $0.0001 per share (the "REDG-FL Preferred Stock"). The powers, designations, preferences, and rights of the REDG-FL Preferred Stock are described in more detail in the REDG-FL Articles, attached hereto as Exhibit A.

4.2 All options and rights to acquire REDG Common Stock, and all outstanding warrants or rights outstanding on the Effective Date to purchase REDG Common Stock, will automatically be converted into equivalent options, warrants and rights to purchase 0.0001 times the number of shares of REDG-FL Common Stock at 1/1000th of the exercise, conversion or strike price of such converted options, warrants and rights.

4.3 In lieu of issuing fractional shares of REDG-FL Common Stock or options or warrants to purchase fractional shares of REDG-FL Common Stock, to the extent that a holder's shares of REDG Common Stock, when aggregated together with shares of the same class, do not convert into whole shares of REDG-FL Common Stock, the resulting fractional shares shall be rounded up to the closest full one hundred (100) shares. To the extent that a holder's options to purchase REDG

Common Stock, when aggregated together, do not convert into options to purchase whole shares of REDG-FL Common Stock, the resulting fractional shares shall be rounded up to the closest full one hundred (100) shares of REDG-FL Common Stock. To the extent that a holder's warrants to purchase REDG Common Stock, when aggregated together, do not convert into warrants to purchase whole shares of REDG-FL Common Stock, the resulting fractional shares shall be rounded up to the closest full one hundred (100) shares of REDG-FL Common Stock.

4.4 After the Effective Date, (i) certificates representing shares of REDG Common Stock will represent unadjusted pre-split shares of REDG-FL Common Stock, and (ii) certificates representing shares of REDG Preferred Stock will represent shares of REDG-FL Preferred, and upon surrender of the same to the transfer agent for REDG, who also shall serve as the transfer agent for REDG-FL, the holder thereof shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of REDG-FL Common Stock or REDG-FL Preferred Stock into which such shares of REDG Common Stock, REDG Preferred Stock, shall have been converted pursuant to Article 4.1 and 4.3.

ARTICLE V
CORPORATE EXISTENCE, POWERS AND LIABILITIES OF THE SURVIVING
CORPORATION

5.1 On the Effective Date, the separate existence of REDG shall cease. REDG shall be merged with and into REDG-FL, the Surviving Corporation, in accordance with the provisions of this Agreement. Thereafter, REDG-FL shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and shall be subject to all the restrictions, disabilities and duties of each of the parties to this Agreement; all singular rights, privileges, powers and franchises of REDG and REDG-FL, and all property, real, personal and mixed and all debts due to each of them on whatever account, shall be vested in REDG-FL; and all property, rights, privileges, powers and franchises, and all and every other interest shall be thereafter the property of REDG-FL, the Surviving Corporation, as they were of the respective constituent entities, and the title to any real estate, chattel, copyright, patent, or other tangible or intangible property, whether by deed or otherwise, vested in REDG and REDG-FL, or either of them, shall not revert or be in any way impaired by reason of the Merger, but all rights of creditors and all liens upon the property of the parties hereto, shall be preserved unimpaired, and all debts, liabilities and duties of REDG shall thenceforth attach to REDG-FL, and may be enforced against it to the same extent as if said debts, liabilities and duties had been incurred or contracted by it.

5.2 REDG agrees that it will execute and deliver, or cause to be executed and delivered, all such deeds and other instruments and will take or cause to be taken such further or other action as the Surviving Corporation may deem necessary in order to vest in and confirm to the Surviving Corporation title to and possession of all the property, rights, privileges, immunities, powers, purposes and franchises, and all and every other interest of REDG and otherwise to carry out the intent and purposes of this Agreement.

ARTICLE VI
OFFICERS AND DIRECTORS OF SURVIVING CORPORATION

6.1 Upon the Effective Date, the officers and directors of REDG shall become the officers and directors of REDG-FL, and such persons shall hold office in accordance with the REDG-FL Bylaws until their respective successors shall have been appointed or elected.

6.2 If upon the Effective Date, a vacancy shall exist in the Board of Directors of the Surviving Corporation, such vacancy shall be filled in the manner provided by the REDG-FL Articles and Bylaws.

ARTICLE VII
DISSENTING SHARES

7.1 Neither the adoption by the Board of Directors, nor the approval by the majority shareholders, of the short-form merger or the reverse-split provides shareholders any right to dissent and obtain appraisal of or payment for such shareholder's shares under Sections 78 or 92A of the Revised Nevada Statutes, the Articles of Incorporation or the Bylaws.

ARTICLE VIII
APPROVAL BY SHAREHOLDERS, EFFECTIVE DATE, CONDUCT OF BUSINESS
PRIOR TO EFFECTIVE DATE

8.1 Promptly after the approval of this Agreement by the requisite number of shareholders of REDG, the respective Boards of Directors of REDG and REDG-FL will cause their duly authorized officers to make and execute Articles of Merger or other applicable certificates or documentation effecting this Agreement and shall cause the same to be filed with the Secretaries of State of Florida and Nevada, respectively, in accordance with the FBCA and the NRS. The Effective Date shall be the later date on which Articles of Merger are filed with the Secretary of State of Nevada and the Secretary of State of Florida.

8.2 The Boards of Directors of REDG and REDG-FL may amend this Agreement and the REDG-FL Articles or REDG-FL Bylaws at any time prior to the Effective Date, provided that an amendment made subsequent to the approval of the Merger by the shareholders of REDG may not (i) change the amount or kind of shares to be received in exchange for or on conversion of the shares of the REDG Common Stock or REDG Preferred Stock; or (ii) alter or change any of the terms and conditions of this Agreement or the REDG-FL Articles or REDG-FL Bylaws if such change would adversely affect the holders of the REDG Common Stock or REDG Preferred Stock.

ARTICLE IX
TERMINATION OF MERGER

9.1 This Agreement may be terminated and the Merger abandoned at any time prior to the Effective Date, whether before or after shareholder approval of this Agreement, by the consent of the Board of Directors of REDG and REDG-FL.

ARTICLE X
MISCELLANEOUS

10.1 GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without reference to its principles of conflicts of law.

10.2 EXPENSES. If the Merger becomes effective, the Surviving Corporation shall assume and pay all expenses in connection therewith not theretofore paid by the respective parties. If for any reason the Merger shall not become effective, REDG shall pay all expenses incurred in connection with all the proceedings taken in respect of this Merger Agreement or relating thereto.

10.3 AGREEMENT. An executed copy of this Merger Agreement will be on file at the principal place of business of the Surviving Corporation and, upon request and without cost, a copy thereof will be furnished to any shareholder.

10.4 COUNTERPARTS. This Merger Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

RED GIANT ENTERTAINMENT, INC.,
a Nevada corporation,

By: /s/ Benny R. Powell
   ---------------------------------------------
   Benny R. Powell, President

RED GIANT ENTERTAINMENT, INC.,
a Florida corporation

By: /s/ Benny R. Powell
   ---------------------------------------------
     Benny R. Powell, President

EXHIBIT A

FORM OF AMENDED AND RESTATED ARTICLES OF INCORPORATION

AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

RED GIANT ENTERTAINMENT, INC.

RED GIANT ENTERTAINMENT, INC., a corporation organized and existing under the Florida Business Corporation Act (the "Corporation"), does hereby certify:

1. The Corporation's original Articles of Incorporation were made effective on May 9, 2012 with the Florida Department of State, Division of Corporations.

2. In accordance with the provisions of ss.ss. 607.1003, 607.1006, and 607.1007 of the Florida Business Corporation Act, the Corporation's Board of Directors recommended, and the number of votes cast for the amendment by the shareholders was sufficient for approval, of the following amendments and the restatement of the Corporation's Articles of Incorporation:

FIRST:    NAME.

          The name of the corporation shall be:

                          RED GIANT ENTERTAINMENT, INC.

          (hereinafter the "Corporation").

SECOND:   DURATION, PURPOSE.

          SECTION 2.1. DURATION. The existence of the Corporation commenced upon
          the effective date of filing of its Articles of Incorporation with the
          Florida Department of State, Division of Corporations. The existence
          of the Corporation shall be perpetual.

          SECTION 2.2. PURPOSE. The purpose of the Corporation is to engage in
          any lawful act or activity for which corporations may be organized
          under the Florida Business Corporation Act (FBCA).

THIRD:    CAPITAL STOCK.

          SECTION 3.1. AUTHORIZED SHARES. The total number of shares of stock
          that the Corporation shall have authority to issue is TWENTY BILLION
          (20,000,000,000) shares.

          SECTION 3.2. ISSUANCE OF SHARES. The board of directors has authority
          to authorize and direct the issuance by the Corporation of shares of
          Preferred Stock and Common Stock at such times, in such amounts, to
          such persons, for such consideration as the board of directors shall
          determine to be adequate, and upon such terms and conditions as the
          board of ?directors may, from time to time, determine, subject only to
          the restriction, limitations, conditions and requirements imposed by
          the FBCA, other applicable laws and these Articles, as the same may,
          from time to time, be amended. Upon the receipt by the Corporation of
          the consideration for which the board authorized the issuance of
          shares of Preferred Stock or Common Stock, such shares shall be deemed
          fully paid and non-assessable.

          SECTION 3.3. DISTRIBUTIONS. The board of directors has authority to
          authorize and direct the payment of dividends and the making of other
          distributions by the Corporation in respect of the issued and
          outstanding shares of Preferred Stock (i) at such times, in such
          amount and forms, from such sources and upon such terms and conditions
          as it may, from time to time, determine upon, subject only to the
          restrictions, limitations, conditions and requirements imposed by the
          FBCA other applicable laws and these Articles, as the same may, from
          time to time, be amended, and (ii) in shares of the same class or
          series or in shares of any other class or series without obtaining the
          affirmative vote or the written consent of the holders of the shares
          of the class or series in which the payment or distribution is to be
          made.?

          SECTION 3.4. SHARE REPURCHASES. The board of directors has authority
          to authorize and direct the acquisition by the Corporation of the
          issued and outstanding shares of Preferred Stock and Common Stock at
          such times, in such amounts, from such persons, for such
          considerations, from such sources and upon such terms and conditions
          as the board of directors may, from time to time, determine upon,
          subject only to the restrictions, limitations, conditions and
          requirements imposed by the FBCA, other applicable laws and these
          Articles, as the same may, from time to time, be amended. Such
          acquired shares of the Corporation will be deemed cancelled
          automatically unless specifically reissued by action of the board of
          directors.

          SECTION 3.5. COMMON STOCK. Of the total number of authorized shares,
          the aggregate number of shares of common stock (referred to herein as
          "Common Stock") that the Corporation shall have authority to issue is
          NINETEEN BILLION EIGHT HUNDRED MILLION (19,800,000,000) with a par
          value of $0.0001 per share. Except as otherwise required by law or as
          otherwise provided in the terms of any class or series of stock having
          a preference over the Common Stock as to dividends or upon
          liquidation, the holders of Common Stock shall exclusively possess all

                                       2

          voting power, and each share of Common Stock shall have one vote. The
          Common Stock shall not have as a matter of right any preemptive or
          preferential right to subscribe for, purchase, receive, or otherwise
          acquire any part of any new or additional issue of stock of any class,
          whether now or hereafter authorized, or of any bonds, debentures,
          notes, or other securities of the Corporation, whether or not
          convertible into shares of stock of the Corporation.

          SECTION 3.6. PREFERRED STOCK. Of the total number of authorized
          shares, the aggregate number of shares of preferred stock (referred to
          herein as "Preferred Stock") that the Corporation shall have authority
          to issue is TWO HUNDRED MILLION (200,000,000) with par value of
          $0.0001 per share.

               A. BOARD AUTHORIZED TO FIX TERMS. The Board of Directors is
          authorized, subject to limitations prescribed by law, by resolution or
          resolutions to provide for the issuance of shares of preferred stock
          in one or more series, and, by filing a certificate when required by
          the FBCA, to establish from time to time the number of shares to be
          included in each such series and to fix the designation, powers,
          preferences and rights of the shares of each such series and the
          qualifications, limitations or restrictions thereof. The authority of
          the Board of Directors with respect to each series shall include, but
          not be limited to, determination of the following:

                    1. the number of shares constituting that series, including
          the authority to increase or decrease such number, and the distinctive
          designation of that series;

                    2. the dividend rate on the shares of that series, whether
          dividends shall be cumulative, and, if so, the date or dates from
          which they shall be cumulative and the relative rights of priority, if
          any, in the payment of dividends on shares of that series;

                    3. the voting rights, if any, of the shares of that series
          in addition to the voting rights provided by law and the terms of any
          such voting rights;

                    4. the terms and conditions, if any, upon which shares of
          that series shall be convertible or exchangeable for shares of any
          other class or classes of stock of the Corporation or other entity,
          including provision for adjustment of the conversion or exchange rate
          upon the occurrence of such events as the Board of Directors shall
          determine;

                    5. the right, if any, of the Corporation to redeem shares of
          that series and the terms and conditions of such redemption, including

                                       3

          the date or dates upon or after which they shall be redeemable and the
          amount per share payable in case of redemption, which amount may vary
          according to different conditions and different redemption dates;

                    6. the obligation, if any, of the Corporation to retire
          shares of that series pursuant to a retirement or sinking fund or fund
          of a similar nature for the redemption or purchase of shares of that
          series and the terms and conditions of such obligation;

                    7. the rights of the shares of that series in the event of
          voluntary or involuntary liquidation, dissolution or winding up of the
          Corporation, and the relative rights of priority, if any, in the
          payment of shares of that series;

                    8. the preemptive or preferential rights, if any, of the
          holders of shares of such series to subscribe for, purchase, receive,
          or otherwise acquire any part of any new or additional issue of stock
          of any class, whether now or hereafter authorized, or of any bonds,
          debentures, notes, or other securities of the Corporation, whether or
          not convertible into shares of stock with the Corporation, and

                    9. any other rights, preferences and limitations of the
          shares of that series as may be permitted by law.

               B. DIVIDEND PREFERENCE. Dividends on outstanding shares of
          preferred stock shall be paid or declared and set apart for payment
          before any dividends shall be paid or declared and set apart for
          payment on shares of common stock with respect to the same dividend
          period.

               C. RELATIVE LIQUIDATION PREFERENCE. If, upon any voluntary or
          involuntary liquidation, dissolution or winding up of the Corporation,
          the assets available for distribution to holders of shares of
          preferred stock of all series shall be insufficient to pay such
          holders the full preferential amount to which they are entitled, then
          such assets shall be distributed ratably among the shares of all
          series of preferred stock in accordance with their respective
          priorities and preferential amounts (including unpaid cumulative
          dividends, if any) payable with respect thereto.

               D. REISSUANCE OF PREFERRED STOCK. Subject to the conditions or
          restrictions on issuance set forth in the resolution or resolutions
          adopted by the Board of Directors providing for the issue of any
          series of shares of Preferred Stock, shares of Preferred Stock of any
          series that have been redeemed or repurchased by the Corporation

                                       4

          (whether through the operation of a sinking fund or otherwise) or
          that, if convertible or exchangeable, have been converted or exchanged
          in accordance with their terms, shall be retired and have the status
          of authorized and unissued shares of Preferred Stock of the same
          series and maybe reissued as a part of the series of which they were
          originally a part or may, upon the filing of an appropriate
          certificate with the Florida Department of State, Division of
          Corporations, be reissued as part of a new series of shares of
          Preferred Stock to be created by resolution or resolutions of the
          Board of Directors or as part of any other series of shares of
          Preferred Stock.

               E. SERIES Z-DESIGNATED PREFERRED STOCK.

                    1. Designation; Rank. This series of Preferred Stock shall
          be designated and known as "Series Z Preferred Stock." The number of
          shares constituting the Series Z Preferred shall be 100,000,000
          shares. Except as otherwise provided herein, the Series Z Preferred
          shall, with respect to rights on liquidation, winding up and
          dissolution, rank senior to the Corporation's common stock, par value
          $0.0001 per share (the "Common Stock"). The number of shares
          constituting such series may, unless prohibited by the Articles or by
          applicable law of the State of Florida and subject to Section 3
          herein, be increased or decreased from time to time by a resolution or
          resolutions of the Board, provided, that no decrease shall reduce the
          number of shares of Series Z Preferred to a number less than the
          number of shares then outstanding plus the number of shares issuable
          upon the exercise of outstanding options, rights, or warrants, or upon
          the conversion of any outstanding securities issued by the Corporation
          convertible into shares of Series Z Preferred. Shares of Series Z
          Preferred repurchased or redeemed by the Corporation shall be canceled
          and shall revert to authorized but unissued shares of Preferred Stock,
          undesignated as to series, subject to reissuance by the Corporation as
          shares of Preferred Stock of any one or more series other than the
          Series Z Preferred.

                    2. Liquidation Preference.

                        (a) Upon the liquidation, dissolution or winding up of
          the business of the Corporation, whether voluntary or involuntary,
          each holder of shares of Series Z Preferred shall be entitled to
          receive, for each share thereof, out of assets of the Corporation
          legally available therefor, a preferential amount in cash equal to
          (and not more than) the Original Issue Price (as defined below). All
          preferential amounts to be paid to the holders of shares of Series Z
          Preferred in connection with such liquidation, dissolution or winding
          up shall be paid before the payment or setting apart for payment of
          any amount for, or the distribution of any assets of the Corporation
          to the holders of (i) any other class or series of capital stock whose

                                       5

          terms expressly provide that the holders of Series Z Preferred should
          receive preferential payment with respect to such distribution (to the
          extent of such preference) and (ii) the Common Stock. If upon any such
          distribution the assets of the Corporation shall be insufficient to
          pay the holders of the outstanding Series Z Preferred (or the holders
          of any class or series of capital stock ranking on a parity with the
          Series Z Preferred as to distributions in the event of a liquidation,
          dissolution or winding up of the Corporation) the full amounts to
          which they shall be entitled, such holders shall share ratably in any
          distribution of assets in accordance with the sums which would be
          payable on such distribution if all sums payable thereon were paid in
          full.

                        (b) The Series Z Preferred "Original Issue Price" to the
          initial holder, Mark Fischbach (the "Initial Holder"), shall be $0.03
          per share. Subsequent issuances of Series Z Preferred shares may
          thereafter be sold to the initial holder or to others at such other
          price as then may be determined by the Board, with all subsequent
          purchases and their purchasers referred to as "Subsequent Purchasers."

                        (c) Any distribution in connection with the liquidation,
          dissolution or winding up of the Corporation, or any bankruptcy or
          insolvency proceeding, shall be made in cash to the extent possible.
          Whenever any such distribution shall be paid in property other than
          cash, the value of such distribution shall be the fair market value of
          such property as determined in good faith by the Board.

                        (d) For purposes hereof, any transaction or series of
          related transactions that constitute (i) the sale, conveyance,
          exchange, lease or other transfer of all or substantially all of the
          assets of the Corporation taken as a whole; or (ii) any acquisition of
          the Corporation by means of a consolidation, stock exchange, stock
          sale, merger or other form of corporate reorganization of the
          Corporation with any other entity in which the Corporation's
          stockholders prior to the consolidation or merger own less than a
          majority of the voting securities or economic interests of the
          surviving entity (or, if the surviving entity is wholly-owned
          subsidiary of another corporation following such merger or
          consolidation, the parent corporation of such surviving entity) (any
          such event, a "Reorganization Event") shall be deemed to be a
          liquidation unless otherwise determined by the holders of at least a
          majority of the shares of Series Z Preferred then outstanding.

                    3. Voting. Subject to the applicable rules and published
          guidance of (i) any national securities exchange on which the
          Corporation's common stock is listed; or (ii) any automated
          inter-dealer quotation system on which the Corporation's common stock
          is quoted:

                                       6

                        (a) For as long as the Initial Holder of Series Z
          Preferred continues to hold 5,000,000 shares of Series Z Preferred:

                        (i) On all matters submitted to a vote of the holders of
          the Common Stock, including, without limitation, the election of
          directors, the Initial Holder of Series Z Preferred shall be entitled
          to the number of votes on such matters equal to the number of shares
          of the Series Z Preferred held by such holder multiplied by the Factor
          (as defined below), on the record date for the determination of
          stockholders entitled to vote on such matters or, if no such record
          date is established, at the date such vote is taken or any written
          consent of stockholders is solicited. The Initial Holder of Series Z
          Preferred shall not vote as a separate class, but shall vote with the
          holders of the Common Stock, except as otherwise set forth herein, as
          required by law or as set forth in the Articles.

                        (ii) The "Factor" shall be 100, as equitably adjusted
          for any reorganization, recapitalization, reclassification, stock
          dividend, stock split, reverse stock split, combination or other like
          changes in the Corporation's capital structure. By way of
          illustration, and not in limitation, of the foregoing (a) if the
          Corporation effectuates a 2:1 forward split of its Common Stock,
          thereafter, the Factor adjusted to equal twice the Factor immediately
          prior to such split; (b) if the Corporation effectuates a 1:10 reverse
          split of its Common Stock, thereafter, the Factor shall be adjusted to
          equal one-tenth times what it had been calculated to be immediately
          prior to such split.

                        (iii) The Initial Holder of the Series Z Preferred shall
          have the right to appoint one member to the Board (such appointee, the
          "Series Z Director"). The Series Z Director may be removed without
          cause by, and only by, the affirmative vote of Initial Holder of the
          Series Z Preferred, given pursuant to a written consent of such
          Initial Holder. If the Series Z Director has not been elected or the
          Series Z directorship is vacant for any reason, such directorship may
          not be filled by stockholders of the Corporation other than by the
          Initial Holder of Series Z Preferred, voting exclusively and as a
          separate class. Subject to the specific voting rights of any other
          preferred stock of the Corporation, including Series Z Preferred held
          by shareholders other than the Initial Holder, the holders of record
          of the shares of Common Stock and of any other class or series of
          voting stock, exclusively and voting together as a single class, shall
          be entitled to elect the balance of the total number of directors of
          the Corporation.

                        (b) For all subsequent and other holders of Series Z
          Preferred:

                                       7

                        (i) On all matters submitted to a vote of the holders of
          the Common Stock, including, without limitation, the election of
          directors, the holder of Series Z Preferred shall be entitled to the
          number of votes on such matters equal to the number of shares of the
          Series Z Preferred held by such holder multiplied by the Factor (as
          defined below), on the record date for the determination of
          stockholders entitled to vote on such matters or, if no such record
          date is established, at the date such vote is taken or any written
          consent of stockholders is solicited. The holder of Series Z Preferred
          shall not vote as a separate class, but shall vote with the holders of
          the Common Stock, except as otherwise set forth herein, as required by
          law or as set forth in the Articles.

                        (ii) The "Factor" shall be 100, as equitably adjusted
          for any reorganization, recapitalization, reclassification, stock
          dividend, stock split, reverse stock split, combination or other like
          changes in the Corporation's capital structure. By way of
          illustration, and not in limitation, of the foregoing (a) if the
          Corporation effectuates a 2:1 forward split of its Common Stock,
          thereafter, the Factor adjusted to equal twice the Factor immediately
          prior to such split; (b) if the Corporation effectuates a 1:10 reverse
          split of its Common Stock, thereafter, the Factor shall be adjusted to
          equal one-tenth times what it had been calculated to be immediately
          prior to such split.

                    4. Protective Provisions. In addition to any other voting
          rights provided herein, by law, or in the Articles, the Corporation
          shall not, without the vote or consent of the holders of a majority of
          the shares of Series Z Preferred then outstanding:

                        (a) Increase the total number of authorized shares of
          Series Z Preferred or any series of preferred stock with a senior
          liquidation preference or greater voting rights (any "Senior
          Preferred") than the Series Z Preferred;

                        (b) Authorize or create (by reclassification or
          otherwise) any Senior Preferred;

                        (c) Approve any Reorganization Event or voluntary
          liquidation or dissolution of the Corporation;

                        (d) Approve any repurchase with respect to the Series Z
          Preferred (except as otherwise provided in the Articles or pursuant to
          a Redemption (as defined below)); or

                                       8

                        (e) Amend or repeal any provision of or add any
          provision to the Articles or the Bylaws of the Corporation if such
          action would adversely affect the rights, privileges, preferences or
          restrictions created for the benefit of the Series Z Preferred.

                    5. Redemption. To the extent that the Corporation in good
          faith determines to submit an application to have its common stock
          listed on a national securities exchange or quoted on an inter-dealer
          quotation system of any national securities association and reasonably
          determines that the voting rights set forth in this Designation would
          cause the Corporation's application to be rejected under the
          applicable rules and published guidance of such national securities
          exchange or national securities association, the Corporation shall
          have the option of redeeming the Series Z Preferred Stock for the
          Redemption Price (as defined below), payable at each holder's option
          either (i) in cash; or (ii) in shares of common stock equal to the
          number of shares of Series Z Preferred Stock held by such holder
          multiplied by the Factor. As used herein, "Redemption Price" means the
          number of shares of Series Z Preferred Stock held by such holder
          multiplied by the product of the Factor and the average closing price
          of the Common Stock for the ten trading days immediately preceding the
          Redemption Payment Date. The Redemption Price shall be due and payable
          or issuable, as the case may be, within five trading days of the date
          on which the notice of the payment therefor is provided by such holder
          (the "Redemption Payment Date").

                    6. No Reissuance of Series Z Preferred. Any shares of Series
          Z Preferred acquired by the Corporation by reason of purchase,
          conversion or otherwise shall be cancelled, retired, and eliminated
          from the shares of Series Z Preferred that the Corporation shall be
          authorized to issue. All such shares shall upon their cancellation
          become authorized but unissued shares of preferred stock and may be
          reissued as part of a new series of preferred stock subject to the
          conditions and restriction on issuance set forth in the Articles or in
          any certificate of determination creating a series of preferred stock
          or any similar stock or as otherwise required by law.

                    7. Severability. If any right, preference or limitation of
          the Series Z Preferred set forth herein is invalid, unlawful or
          incapable of being enforced by reason of any rule, law or public
          policy, all other rights, preferences and limitations set forth herein
          that can be given effect without the invalid, unlawful or
          unenforceable right preference or limitation shall nevertheless remain
          in full force and effect, and no right, preference or limitation
          herein shall be deemed dependent upon any other such right, preference
          or limitation unless so expressed herein.

                                       9

                    8. No Other Preferences. The shares of the Class Z Preferred
          shall have no other preferences, rights, restrictions, or
          qualifications, except as otherwise provided by law or the Articles.

FOURTH:   CORPORATE ADDRESS, REGISTERED OFFICE, AND AGENT.

          The street address of the Corporation's principal office shall be 614
          E. Hwy 50, Suite 235, Clermont, Florida 34711.

          The street address of the Corporation's registered office and the
          Corporation's registered agent at that address shall be
          InvestmentAttorneys, SunTrust Plaza, Suite 1050, 201 Alhambra Circle,
          Coral Gables, Florida 33134.

FIFTH:    DIRECTORS.

          The authorized number of Directors of the Corporation shall be not
          less than one nor more than seven. The exact number of Directors may
          be fixed within the limits specified by resolution adopted by the vote
          of the majority of Directors in office or by the vote of holders of
          shares representing a majority of the voting power at any annual
          meeting, or any special meeting called for such purpose. No reduction
          of the number of Directors shall have the effect of removing any
          Director prior to the expiration of his or her term. The exact number
          of Directors shall be six until changed as provided in this Section.
          The Bylaws may provide for the appointment of a provisional director.

          The names and addresses of the directors of the Corporation, who shall
          hold office until their respective successors have been elected and
          qualified or until their earlier resignations or removals from office
          are:

               Mr. Benny R. Powell Mr.          David Campiti
               614 E. Hwy 50, Suite 235         614 E. Hwy 50, Suite 235
               Clermont, Florida 34711          Clermont, Florida 34711

               Mr. Chris Crosby                 Mr. Isen Robbins
               614 E. Hwy 50, Suite 235         614 E. Hwy 50, Suite 235
               Clermont, Florida 34711          Clermont, Florida 34711

               Ms. Aimee Schoof                 Mr. Mark Fischbach
               614 E. Hwy 50, Suite 235         614 E. Hwy 50, Suite 235
               Clermont, Florida 34711          Clermont, Florida 34711

SIXTH:   LIMITATION OF DIRECTORS' AND OFFICERS' LIABILITY

          A director or officer of the Corporation shall not be personally
          liable to the Corporation or its stockholders for damages for breach
          of fiduciary duty as a director or officer, but this Article shall not
          eliminate or limit the liability of a director or officer for (i) acts
          or omissions which involve intentional misconduct, fraud or a knowing
          violation of law or (ii) the unlawful payment of distributions. Any
          repeal or modification of this Article by the stockholders of the
          Corporation shall be prospective only, and shall not adversely affect
          any limitation on the personal liability of a director or officer of
          the Corporation for acts or omissions prior to such repeal or
          modification.

SEVENTH:  INDEMNIFICATION.

          Every person who was or is a party or is threatened to be made a party
          to or is involved in any action, suit or proceedings, whether civil,
          criminal, administrative or investigative, by reason of the fact that
          he or she is or was a director, officer, or representative of the
          Corporation, shall be indemnified and held harmless to the fullest
          extent legally permissible under the law of the State of Florida from
          time to time against all expenses, liability and loss (including
          attorney's fees, judgments, fines and amounts paid or to be paid in
          settlement) reasonably incurred or suffered by him or her in
          connection therewith. Such right of indemnification shall be a
          contract right that may be enforced in any manner desired by such
          person. Such right of indemnification shall not be exclusive of any
          other right which such directors, officers, or representatives may
          have or hereafter acquire and, without limiting the generality of such
          statement, they shall be entitled to their respective rights of
          indemnification under any Bylaw, agreement, vote of stockholders,
          provision of law or otherwise, as well as their rights under this
          Article. Without limiting the application of the foregoing, the board
          of directors may adopt Bylaws from time to time with respect to
          indemnification to provide at all times the fullest indemnification
          permitted by the law of the State of Florida and may cause the
          Corporation to purchase and maintain insurance on behalf of any person
          who is or was a director, officer, or representative of the
          Corporation, is or was a director, officer, or representative of the
          Corporation as a director of officer of another corporation, or as the
          Corporation's representative in a partnership, joint venture, trust or
          other enterprise, against any liability asserted against such person
          and incurred in any such capacity or arising out of such status,
          whether or not the Corporation would have the power to indemnify such
          person.

                                       11

EIGHTH:  INCORPORATOR.

          The name and address of the incorporator of the Corporation is:

               Mr. Benny R. Powell
               614 E. Hwy 50, Suite 235
               Clermont, Florida 34711.

NINTH:   ADOPTION AND AMENDMENT OF BYLAWS

          The board of directors is expressly granted the exclusive power to
          adopt, amend or repeal the Bylaws of the Corporation.

TENTH:    AMENDMENT OF ARTICLES OF INCORPORATION.

          From time to time any of the provisions of these Amended and Restated
          Articles of Incorporation may be amended, altered or repealed, and
          other provisions authorized by the laws of the State of Florida at the
          time in force may be added or inserted in the manner and at the time
          prescribed by said law, and all rights at any time conferred upon the
          stockholders of the Corporation by these Amended and Restated Articles
          of Incorporation are granted subject to the provisions of this Article
          TENTH.

IN WITNESS WHEREOF, the Corporation has caused this Amended and Restated Articles of Incorporation to be signed and attested by its duly authorized officer in Clermont, Florida on this day of _______________, 2017.

STATE OF FLORIDA }
COUNTY OF LAKE } SS:

Sworn to and subscribed before me this ____ day of ______________________, 2017, by BENNY R. POWELL. He personally appeared before me at the time of this notarization. He is:

Personally Known to me ________________ OR

Produced Identification _______________

Type of Identification Produced:____________________________________.

Commission No.

ACCEPTANCE BY REGISTERED AGENT

Having been appointed the registered agent of RED GIANT ENTERTAINMENT, INC., the undersigned accepts such appointment and agrees to act in such capacity.

Dated this ______ day of ______________, 2017.

INVESTMENTATTORNEYS

By ____________________________
Russell C. Weigel, III
President

EXHIBIT B

FORM OF BYLAWS

BYLAWS
OF
RED GIANT ENTERTAINMENT, INC.
(A FLORIDA CORPORATION)

INDEX

                                                                           PAGE
                                                                          NUMBER
                                                                          ------

ARTICLE ONE - OFFICES

     1.       Principal Office.............................................   1
     2.       Other Offices................................................   1

ARTICLE TWO - MEETINGS OF SHAREHOLDERS

     1.       Place........................................................   1
     2.       Time of Annual Meeting.......................................   1
     3.       Call of Special Meetings.....................................   1
     4.       Conduct of Meetings..........................................   1
     5.       Notice and Waiver of Notice..................................   2
     6.       Business of Special Meeting..................................   2
     7.       Quorum.......................................................   2
     8.       Voting Per Share.............................................   3
     9.       Voting of Shares.............................................   3
     10.      Proxies......................................................   3
     11.      Shareholder List.............................................   4
     12.      Action Without Meeting.......................................   4
     13.      Fixing Record Date...........................................   4
     14.      Inspectors and Judges........................................   4
     15.      Voting for Directors.........................................   5

ARTICLE THREE - DIRECTORS

     1.       Number, Election and Term....................................   5
     2.       Vacancies....................................................   5
     3.       Powers.......................................................   5
     4.       Place of Meetings............................................   6
     5.       Annual Meeting...............................................   6
     6.       Regular Meetings.............................................   6
     7.       Special Meetings and Notice..................................   6
     8.       Quorum; Required Vote; Presumption of Assent.................   6
     9.       Action Without Meeting.......................................   6
     10.      Conference by Telephone or Similar Communications Equipment
              Meetings.....................................................   7
     11.      Committees...................................................   7
     12.      Compensation of Directors....................................   7
     13.      Chairman of the Board........................................   7

                                       i

ARTICLE FOUR - OFFICERS

     1.       Positions....................................................   8
     2.       Election of Specified Officers by Board......................   8
     3.       Election or Appointment of Other Officers....................   8
     4.       Salaries.....................................................   8
     5.       Term; Resignation............................................   8
     6.       President....................................................   8
     7.       Vice Presidents..............................................   9
     8.       Secretary....................................................   9
     9.       Treasurer....................................................   9
     10.      Assistant Treasurers and Assistant Secretaries...............   9
     11.      Other Officers, Employees and Agents.........................   9

ARTICLE FIVE - CERTIFICATES FOR SHARES

     1.       Issue of Certificates........................................  10
     2.       Legends for Preferences and Restrictions on Transfer.........  10
     3.       Facsimile Signatures.........................................  10
     4.       Lost Certificates............................................  10
     5.       Transfer of Shares...........................................  11
     6.       Registered Shareholders......................................  11
     7.       Redemption of Control Shares.................................  11

ARTICLE SIX - CONTRACTS, LOANS, CHECK AND DEPOSITS

     1.       Contracts....................................................  11
     2.       Loans........................................................  11
     3.       Checks, Drafts, Etc..........................................  11
     4.       Deposits.....................................................  12

ARTICLE SEVEN - GENERAL PROVISIONS

     1.       Dividends....................................................  12
     2.       Reserves.....................................................  12
     3.       Fiscal Year..................................................  12
     4.       Seal.........................................................  12
     5.       Gender.......................................................  12

ARTICLE EIGHT - INDEMNIFICATION OF DIRECTORS, OFFICERS, AND OTHERS

     1.       Right to Indemnification.....................................  12
     2.       Determination of Entitlement to Indemnification..............  13
     3.       Mandatory Advancement of Expenses............................  13

                                       ii

     4.       Written Claim Required, Deadline for Response................  13
     5.       Non-Exclusivity of Rights....................................  14
     6.       Authority to Indemnify and Obtain Insurance..................  14

ARTICLE NINE - AMENDMENTS OF BYLAWS........................................  14

ARTICLE TEN - EMERGENCY BYLAWS

     1.       Scope of Emergency Bylaws....................................  15
     2.       Call and Notice of Meeting...................................  15
     3.       Quorum and Voting............................................  15
     4.       Appointment of Temporary Directors...........................  15
     5.       Modification of Lines of Succession..........................  16
     6.       Change of Principal Office...................................  16
     7.       Limitation of Liability......................................  16
     8.       Repeal and Change............................................  16

                                      iii

                          RED GIANT ENTERTAINMENT, INC.

BYLAWS

ARTICLE ONE

OFFICES

Section 1. Principal Office. The principal office of Red Giant Entertainment, Inc., a Florida corporation (the "Corporation"), shall be located in the County of Lake, State of Florida, unless otherwise designated by the Board of Directors.

Section 2. Other Offices. The Corporation may also have offices at such other places, either within or without the State of Florida, as the Board of Directors of the Corporation (the "Board of Directors") may from time to time determine or as the business of the Corporation may require.

ARTICLE TWO

MEETINGS OF SHAREHOLDERS

Section 1. Place. All annual meetings of shareholders shall be held at such place, within or without the State of Florida, as may be designated by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof. Special meetings of shareholders may be held at such place, within or without the State of Florida, and at such time as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2. Time of Annual Meeting. Annual meetings of shareholders shall be held on such date and at such time fixed, from time to time, by the Board of Directors, provided that there shall be an annual meeting held every year at which the shareholders shall elect a Board of Directors and transact such other business as may properly be brought before the meeting.

Section 3. Call of Special Meetings. Special meetings of the shareholders shall be held if called by the Board of Directors, the President, or if the holders of not less than 50 percent of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date, and deliver to the Secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held.

Section 4. Conduct of Meetings. The Chairman of the Board (or in his absence, the Vice Chairman of the Board, if any, or if none, the President or such other designee of the Chairman of the Board) shall preside at the annual and special meetings of shareholders and shall be given full discretion in establishing the rules and procedures to be followed in conducting the meetings, except as otherwise provided by law or in these Bylaws.

Section 5. Notice and Waiver of Notice. Except as otherwise provided by law, written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 60 days before the day of the meeting, either personally or by first-class mail, by or at the direction of the President, the Secretary, or the officer or person calling the meeting, to each shareholder of record entitled to vote at such meeting. If the notice is mailed at least 30 days before the date of the meeting, it may be done by a class of United States mail other than first-class. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid. If a meeting is adjourned to another time and/or place, and if an announcement of the adjourned time and/or place is made at the meeting, it shall not be necessary to give notice of the adjourned meeting unless the Board of Directors, after adjournment, fixes a new record date for the adjourned meeting. Whenever any notice is required to be given to any shareholder, a waiver thereof in writing signed by the person or persons entitled to such notice, whether signed before, during or after the time of the meeting stated therein, and delivered to the Corporation for inclusion in the minutes or filing with the corporate records, shall be equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the shareholders need be specified in any written waiver of notice. Attendance of a person at a meeting shall constitute a waiver of (a) lack of or defective notice of such meeting, unless the person objects at the beginning to the holding of the meeting or the transacting of any business at the meeting, or (b) lack of defective notice of a particular matter at a meeting that is not within the purpose or purposes described in the meeting notice, unless the person objects to considering such matter when it is presented.