Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934,
RULES 13a-14(a) AND 15d-14(a)
AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Benny R. Powell, certify that:

1. I have reviewed this Annual Report on Form 10-K for
the year ended August 31, 2013 of Red Giant Entertainment, Inc. (the “registrant”).

2. Based upon my knowledge, this report does not contain
any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading with respect to the period covered by this report.

3. Based upon my knowledge, the financial statements,
and other financial information included in this report, fairly present in all material respects the financial condition, results
of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4. As the registrant’s sole certifying officer,
I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:

a. Designed such disclosure control and
procedures, or caused such disclosure controls and procedures to be designed under my  supervision, to ensure that material
information relating to the registrant, including its consolidated subsidiaries, is made known to  me by others within those
entities, particularly during the period in which this report is being prepared; b. Designed such internal control over
financial reporting, or caused such internal control over financial reporting to be designed under my  supervision, to
provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting principles; c. Evaluated the effectiveness of
the registrant’s disclosure controls and procedures and presented in this report my  conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such
evaluation; and d. Disclosed in this report any change in the registrant’s internal control over financial
reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting.

5. I have disclosed, based on my  most recent
evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the
registrants’ board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weakness
in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial information; and
b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.





|Date: February 20, 2014 |  | /s/ Benny R. Powell                        
|----------------------- |  | -------------------------------------------
|                        |  | Benny R. Powell,                           
|                        |  | CEO                                        
|                        |  | (Principal Executive and Financial Officer)
|                        |  |