Exhibit 10.2








                          Red Giant Entertainment, LLC
                              Financial Statements
                                December 31, 2011









<PAGE>
                                Table of Contents


Report of Independent Registered Public Accounting Firm                   F-2

Statement of Assets, Liabilities, and Member Equity                       F-3

Statement of Income, Expenses and Member Equity                           F-4

Statement of Cash Flow                                                    F-5

Notes to the Financial Statements                                         F-6


                                      F-1
<PAGE>
                                                            Martinelli Mick PLLC
                                                               218 North Bernard
                                                               Spokane, WA 99201


To the Member of
Red Giant Entertainment, LLC

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying balance sheet of Red Giant  Entertainment,  LLC
as of December  31, 2011,  and the related  statements  of income,  expenses and
member  equity and cash flow for the year ended  December  31,  2011.  Red Giant
Entertainment,  LLC's management is responsible for these financial  statements.
Our responsibility is to express an opinion on these financial  statements based
on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The Company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the Company's  internal control over financial
reporting.  Accordingly  we express  no such  opinion.  An audit  also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Red Giant Entertainment, LLC as
of December 31, 2011,  and the results of its  operations and its cash flows for
the year ended  December  31,  2011 in  conformity  with  accounting  principles
generally accepted in the United States of America.

The accompanying  financial  statements have been prepared  assuming the Company
will continue as a going  concern.  As discussed in Note 2, the Company is newly
formed, has not yet established a reliable operating history, and the success of
future  operations.  These factors raise  substantial  doubt about the Company's
ability to continue as a going concern.  The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.



/s/ Martinelli Mick PLLC
---------------------------------
Martinelli Mick PLLC
Spokane, Washington
June 4, 2012

                                      F-2
<PAGE>
                           Red Giant Entertainment LLC
              Statements of Assets, Liabilities, and Member Equity
                             As of December 31, 2011


                                                                         2011
                                                                       --------
ASSETS

Current Assets
  Cash in Banks                                                        $     97
  Inventory                                                              16,301
                                                                       --------
      TOTAL CURRENT ASSETS                                               16,398
                                                                       --------
Fixed Assets
  Intellectual Property                                                  29,250
  Less Accumulated Amortization                                          (5,850)
                                                                       --------
      TOTAL FIXED ASSETS                                                 23,400
                                                                       --------

      TOTAL ASSETS                                                     $ 39,798
                                                                       ========

LIABILITIES & MEMBER EQUITY

Current Liabilities                                                    $     --
Member Equity                                                            39,798
                                                                       --------

      TOTAL LIABILITIES & MEMBER EQUITY                                $ 39,798
                                                                       ========



   The accompanying notes are an integral part of these financial statements.

                                      F-3
<PAGE>
                           Red Giant Entertainment LLC
                Statements of Income, Expenses and Member Equity
                      For the year ended December 31, 2011


                                                                         2011
                                                                       --------

Sales                                                                  $ 53,286
Cost of Sales                                                            27,563
                                                                       --------
      Gross Profit                                                       25,723
                                                                       --------
Expenses
  Bank service charges                                                      574
  Advertising & marketing                                                 3,902
  Amortization expense                                                    5,850
  Communication                                                           1,369
  Utilities                                                                 900
  Travel & entertainment                                                  1,580
  Other operating expense                                                 2,426
                                                                       --------
      Total Expenses                                                     16,601
                                                                       --------
Net Income                                                                9,122
                                                                       --------

Beginning Member Equity                                                      --
Member Contributions                                                     30,676
Member Distributions                                                         --
                                                                       --------
Ending Member Equity                                                   $ 39,798
                                                                       ========



   The accompanying notes are an integral part of these financial statements.

                                      F-4
<PAGE>
                           Red Giant Entertainment LLC
                             Statement of Cash Flow
                      For the year ended December 31, 2011


                                                                         2011
                                                                       --------
OPERATING ACTIVITIES
  Net Income                                                           $  9,122
  Depreciation & Amortization                                                --
  Adjustments to reconcile Net Income to net cash
   provided by operating activities:
     Amortization                                                         5,850
     Inventory                                                          (16,301)
     AccountsPayable                                                         --
     OtherPayables                                                           --
                                                                       --------
        NET CASH USED BY OPERATING ACTIVITIES                            (1,329)
                                                                       --------
INVESTING ACTIVITIES

        NET CASH USED BY INVESTING ACTIVITIES                                --
                                                                       --------
FINANCING ACTIVITIES
  Member Contributions                                                    1,426
  Member Distributions                                                       --
                                                                       --------
        NET CASH PROVIDED BY FINANCING ACTIVITIES                         1,426
                                                                       --------

Net Cash Increase for Period                                                 97
Cash at Beginning of Period                                                  --
                                                                       --------

CASH AT END OF PERIOD                                                  $     97
                                                                       ========

Supplemental cash flow information:
  Interest paid                                                        $     --
                                                                       ========
  Income taxes paid                                                    $     --
                                                                       ========
Non-cash
  Member contribution of intellectual property                         $ 29,250
                                                                       ========



   The accompanying notes are an integral part of these financial statements.

                                      F-5
<PAGE>
                            Red Giant Entertainment
                       Notes to the Financial Statements
                               December 31, 2011


ORGANIZATION AND DESCRIPTION OF BUSINESS

Red Giant Entertainment LLC (hereinafter "the Company"), was incorporated in the
State of Florida,  U.S.A.,  on January 1, 2011. The Company's fiscal year end is
December 31. On May 9, 2012,  the Company  incorporated  and changed its name to
Red Giant  Entertainment,  Inc. The Company was originally a publishing company,
but has expanded its  operations to include mass media and graphic novel artwork
development.

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial  statements  of the Company have been prepared in accordance  with
the generally  accepted  accounting  principles in the United States of America.
Because a precise determination of many assets and liabilities is dependent upon
future events, the preparation of financial  statements for a period necessarily
involves the use of estimates  that have been made using careful  judgment.  The
financial statements have, in management's opinion been properly prepared within
reasonable  limits of  materiality  and within the framework of the  significant
accounting policies summarized below:

ACCOUNTING METHOD
The  Company's  financial  statements  are prepared  using the accrual  basis of
accounting in accordance with accounting  principles  generally  accepted in the
United States of America and reported in US Dollars.

ADVERTISING
Advertising  costs are expensed as incurred.  The Company  expensed  advertising
costs of $3,902 for the year ending December 31, 2011.

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. As at December 31, 2011, there were
$97 of cash equivalents.

COST OF GOODS SOLD
Cost  of  goods  sold  includes  the  cost  of  creating  services  or  artwork,
advertising and books.

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.

                                      F-6
<PAGE>
     *    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.

The Company  currently  does not have any assets that are measured at fair value
on a recurring or non-recurring  basis,  consequently,  the Company did not have
any fair value adjustments for assets and liabilities  measured at fair value at
December 31, 2011 nor gains or losses  reported in the  statement of  operations
that are  attributable  to the change in unrealized  gains or losses relating to
those assets and liabilities still held at the reporting date for the year ended
December 31, 2011.

INCOME TAXES
The Company is a limited liability company. As a result, no income tax provision
is made at the Company level and all taxable  income and  deductions  are passed
directly to the equity owner.

RECENT ACCOUNTING PRONOUNCEMENTS
Management  does not believe that any recently  issued,  but not yet  effective,
accounting  standards if currently  adopted would have a material  effect on the
accompanying financial statements.

In June 2011,  the FASB  issued  authoritative  guidance  requiring  entities to
present  net  income  and other  comprehensive  income  (OCI) in one  continuous
statement  or two  separate,  but  consecutive,  statements  of net  income  and
comprehensive  income.  The option to present  items of OCI in the  statement of
changes in equity has been  eliminated.  The new  requirements are effective for
annual  reporting  periods  beginning  after  December  15, 2011 and for interim
reporting  periods  within those years.  We do not expect the adoption to have a
material impact on our financial statements.

In May 2011, the FASB issued further additional  authoritative  guidance related
to fair  value  measurements  and  disclosures.  The new  guidance  results in a
consistent  definition of fair value and common  requirements for measurement of
and disclosure about fair value between accounting principles generally accepted
in the United States (U.S. GAAP) and International Financial Reporting Standards
(IFRS).  The guidance is effective for fiscal years and interim  periods  within
those years  beginning  after December 15, 2011. We are currently  assessing the
impact of the guidance.

In April 2011, the FASB issued ASU No. 2011-17, "Revenue Recognition - Milestone
Method  (Topic  605)." This ASU  provides  guidance on defining a milestone  and
determining  when it may be appropriate to apply the milestone method of revenue
recognition for research and development transactions. This update was effective
in the second  quarter of 2011.  Adoption of this update is not  anticipated  to
have a material  impact on the  Company's  results  of  operation  or  financial
position.

In January 2011, the FASB issued ASU No. 2011-06,  "Fair Value  Measurements and
Disclosures (Topic 820):  Improving  Disclosures about Fair Value Measurements."
This ASU requires additional  disclosures about significant  unobservable inputs
and transfers within Level 1 and 2 measurements. Adoption of this update did not
have any impact on the Company's results of operation or financial position.

REVENUE RECOGNITION
Revenue for the Company is recognized  from three primary  sources:  Advertising
Revenue,  Publishing Sales and Creative Services.  Revenue in 2011 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.

                                      F-7
<PAGE>
     *    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 payment for
services.  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.

USE OF ESTIMATES
The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires 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
the reported  amounts of revenues and expenses  for the  reporting  period.  The
Company  reviews its estimates on an ongoing basis.  The estimates were based on
historical experience and on various other assumptions that the Company believes
to be reasonable under the circumstances. Actual results could differ from these
estimates.  The Company  believes the judgments  and  estimates  required in its
accounting policies to be critical in the preparation of the Company's financial
statements.

NOTE 2 - MANAGEMENT STATEMENT REGARDING GOING CONCERN

The Company is currently generating revenues from operations  sufficient to meet
its  operating  expenses.  However,  as the Company  completed the first year of
operation  in  2011,   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.  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

     *    develop  new  and  enhance   existing   relationships   with   product
          distributors  and  other  points  of  distribution  for the  Company's
          products.

                                      F-8
<PAGE>
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.

NOTE 3 - RELATED PARTY TRANSACTIONS

Red Giant Enterprises, Inc. uses a related business, Active Media Printing, LLC,
for printing services. During the year ended December 31, 2011, the Company paid
$5,050  to this  party.  Active  Media  Printing  is owned and  operated  by the
President of Red Giant Enterprises.

NOTE 4 - MEMBER EQUITY

The Company was wholly owned  throughout  2011. At December 31, 2011, the member
equity appeared was as follows:

                                                                       2011
                                                                     --------
Capital -
  Contributions                                                      $ 30,676
  Profit Distributions                                               $     --

Current Year Net Income (to be allocated)                            $  9,122
                                                                     --------

Total Member Equity at Year End                                      $ 39,798
                                                                     ========

NOTE 5 - INVENTORY

As of December 31,  2011,  inventory  consisted of physical  copies of published
books,  as  well  as  artwork  is  used  for  digitally  distributed  works  for
advertising revenue and future publications. The inventory is valued at the cost
to produce.

NOTE 6 - INTELLECTUAL PROPERTY

The Company's  intellectual  property  consists of graphic novel artwork and was
contributed  by the  Member to the  Company  and  valued at  $29,250,  which was
determined based on a per page cost for artists and printing.  The intangible is
being  amortized  over its life of five  years.  Amortization  cost for the year
ended  December  31,  2011 was  $5,850.  The  Company  expects to  amortize  the
remaining $23,400 over the remaining life of four years at $5,850 per year.

NOTE 7 - SUBSEQUENT EVENTS

Subsequent  events have been  evaluated  through June 4, 2012, the date that the
financial  statements  were  available  to be  issued  and have no effect on the
events of 2011.

                                      F-9