CUSIP No. 75657w107
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13G
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Page 1 of 4 | ||||
1
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NAME OF REPORTING PERSON
WHC Capital, LLC.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
46-1255766
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) x
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
OWNED BY
EACH REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
137,772,845*
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6
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SHARED VOTING POWER
____________
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7
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SOLE DISPOSITIVE POWER
137,772,845*
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8
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SHARED DISPOSITIVE POWER
____________
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*Consists of common stock which the reporting person has the right to acquire by way of conversion of a convertible note. See the Issuer's filings with the Securities and Exchange Commission for additional information regarding the Convertible Note.
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
137,772,845*
Consists of common stock which the reporting person has the right to acquire by way of conversion of a convertible note. See the Issuer's filings with the Securities and Exchange Commission for additional information regarding the Convertible Note.
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.99% (Based on the total of 1,379,107,586) outstanding shares of common stock.
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12
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TYPE OF REPORTING PERSON
CO
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CUSIP No. 75657w107
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13G
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Page 2 of 4 |
ITEM 1
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(a)
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NAME OF ISSUER Red Giant Entertainment, Inc.
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(b)
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ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
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614 E. Hwy 50, Suite 235
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Clermont, FL 34711
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ITEM 2
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(a)
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NAME OF PERSON FILING : WHC Capital, LLC.
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(b)
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
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200 Stonehinge Lane, Suite 3, Carle Place, NY 11514
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(c)
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CITIZENSHIP
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Delaware – United States of America.
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(d)
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TITLE OF CLASS OF SECURITIES
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Common Stock
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(e)
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CUSIP NUMBER
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75657w107
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ITEM 3
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If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:
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(a)
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o Broker or dealer registered under section 15 of the Act
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(b)
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o Bank as defined in section 3(a)(6) of the Act
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(c)
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o Insurance company as defined in section 3(a)(19) of the Act
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(d)
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o Investment company registered under section 8 of the Investment Company Act of 1940
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(e)
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o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
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(f)
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o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)
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(g)
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o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)
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CUSIP No. 75657w107
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13G
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Page 3 of 4 |
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(h)
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o A savings association as defined in section 3(b) of the Federal Deposit Insurance Act
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(i)
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o A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940
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(j)
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o Group, in accordance with Rule 13d-1(b)(1)(ii)(J)
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ITEM 4
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OWNERSHIP
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(a)
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Amount beneficially owned 137,772,845*
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Consists of common stock the reporting person had the right to acquire by way of a convertible note.
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(b)
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Percent of class: 9.99%
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(c)
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Number of shares as to which the person has:
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ITEM 5
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
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CUSIP No. 75657w107
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13G
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Page 4 of 4 |
ITEM 8
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
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ITEM 9
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NOTICE OF DISSOLUTION OF GROUP
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ITEM 10
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CERTIFICATION
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HOLDER | |||
/S/ Hamin Abdullah | |||
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By: Hamin Abdullah | ||
Its: Officer | |||
Date: 4/22/2014
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