0001214659-14-002944.txt : 20140422 0001214659-14-002944.hdr.sgml : 20140422 20140422171634 ACCESSION NUMBER: 0001214659-14-002944 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20140422 DATE AS OF CHANGE: 20140422 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Red Giant Entertainment, Inc. CENTRAL INDEX KEY: 0001411179 STANDARD INDUSTRIAL CLASSIFICATION: BOOKS: PUBLISHING OR PUBLISHING AND PRINTING [2731] IRS NUMBER: 980471928 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-85672 FILM NUMBER: 14776904 BUSINESS ADDRESS: STREET 1: 614 E. HWY 50, SUITE 235 CITY: CLERMONT STATE: FL ZIP: 34711 BUSINESS PHONE: 866-926-6427 MAIL ADDRESS: STREET 1: 614 E. HWY 50, SUITE 235 CITY: CLERMONT STATE: FL ZIP: 34711 FORMER COMPANY: FORMER CONFORMED NAME: Castmor Resources Ltd DATE OF NAME CHANGE: 20101103 FORMER COMPANY: FORMER CONFORMED NAME: Castmor Resources LTD DATE OF NAME CHANGE: 20070830 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WHC CAPITAL LLC CENTRAL INDEX KEY: 0001571982 IRS NUMBER: 461255766 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 303 MERRICK ROAD, #504 CITY: LYNBROOK STATE: NY ZIP: 11563 BUSINESS PHONE: (718) 530-0184 MAIL ADDRESS: STREET 1: 303 MERRICK ROAD, #504 CITY: LYNBROOK STATE: NY ZIP: 11563 SC 13G 1 n422140sc13g.htm n422140sc13g.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G

Under the Securities Exchange Act of 1934


Red Giant Entertainment, Inc.
 (Name of Issuer)


Common Stock, 0.0001 value per share


CUSIP # 75657w107


March 22, 2014

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)
x Rule 13d-1(c)
o Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 
 
 
CUSIP No.  75657w107
 
13G
  Page 1 of 4
1
NAME OF REPORTING PERSON
WHC Capital, LLC.
 
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
46-1255766
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
 
(a) ¨
(b) x
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Delaware
NUMBER OF
SHARES
OWNED BY
EACH REPORTING
PERSON WITH
5
SOLE VOTING POWER
 
137,772,845*
6
SHARED VOTING POWER
 
____________
7
SOLE DISPOSITIVE POWER
 
137,772,845*
8
SHARED DISPOSITIVE POWER
 
____________
*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.
9
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.
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
¨
11
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.
12
TYPE OF REPORTING PERSON
 
CO
 
 
 
 

CUSIP No.  75657w107
13G
  Page 2 of 4
 
ITEM 1
(a)
NAME OF ISSUER  Red Giant Entertainment, Inc.
     
 
(b)
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
     
   
614 E. Hwy 50, Suite 235
   
Clermont, FL 34711
     
ITEM 2  
(a)
NAME OF PERSON FILING : WHC Capital, LLC.
     
 
(b)
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
     
   
200 Stonehinge Lane, Suite 3, Carle Place, NY 11514
     
 
(c)
CITIZENSHIP
     
   
Delaware – United States of America.
     
 
(d)
TITLE OF CLASS OF SECURITIES
     
   
Common Stock
     
 
(e)
CUSIP NUMBER
     
   
75657w107
 
ITEM 3 
If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

 
(a)
o Broker or dealer registered under section 15 of the Act
 
(b)
o Bank as defined in section 3(a)(6) of the Act
 
(c)
o Insurance company as defined in section 3(a)(19) of the Act
 
(d)
o Investment company registered under section 8 of the Investment Company Act of 1940
 
(e)
o An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E)
 
(f)
o An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F)
 
(g)
o A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)
 
 
 
 
 
CUSIP No.  75657w107
13G
  Page 3 of 4
 
 
(h)
o A savings association as defined in section 3(b) of the Federal Deposit Insurance Act
 
(i)
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
 
(j)
o Group, in accordance with Rule 13d-1(b)(1)(ii)(J)


ITEM 4
OWNERSHIP

(a)
Amount beneficially owned 137,772,845*
 
Consists of common stock the reporting person had the right to acquire by way of a convertible note.

(b) 
Percent of class:  9.99%

(c) 
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 137,772,845

(ii) Shared power to vote or to direct the vote: ____________

(iii) Sole power to dispose or to direct the disposition of: 137,772,845

(iv) Shared power to dispose or to direct the disposition of: ___________

ITEM 5 
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  o

ITEM 6                  OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
N/A

ITEM 7                  IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
N/A
 
 
 
 
 
CUSIP No.  75657w107
13G
  Page 4 of 4
 
ITEM 8 
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

N/A

ITEM 9
NOTICE OF DISSOLUTION OF GROUP

N/A

ITEM 10  
CERTIFICATION

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired are not being held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
 


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
  HOLDER  
       
       
                /S/ Hamin Abdullah  
       
 
 By:   Hamin Abdullah  
     
  Its:    Officer  
       
 
Date:   4/22/2014