Exhibit 4.3

          THIS NOTE AND THE COMMON STOCK  ISSUABLE UPON  CONVERSION OF
          THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED  WITH THE
          UNITED  STATES  SECURITIES  AND EXCHANGE  COMMISSION  OR THE
          SECURITIES  COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION
          FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933,
          AS  AMENDED,  AND  THE  RULES  AND  REGULATIONS  PROMULGATED
          THEREUNDER (THE "1933 ACT")

                                                                   US $50,000.00

                          RED GIANT ENTERTAINMENT, INC.
                         9% CONVERTIBLE REDEEMABLE NOTE
                                 DUE MAY 30 2015

     FOR VALUE RECEIVED, Red Giant Entertainment,  Inc. (the "Company") promises
to pay to the order of LG CAPITAL FUNDING, LLC and its authorized successors and
permitted  assigns  ("Holder"),  the  aggregate  principal  face amount of Fifty
Thousand Dollars exactly (U.S. $50,000.00) on May 30, 2015 ("Maturity Date") and
to pay interest on the principal amount outstanding  hereunder at the rate of 9%
per annum commencing on May 30, 2014. The interest will be paid to the Holder in
whose  name this Note is  registered  on the  records of the  Company  regarding
registration and transfers of this Note. The principal of, and interest on, this
Note are payable at 1218 Union Street, Suite #2, Brooklyn, NY 11225,  initially,
and if changed,  last  appearing on the records of the Company as  designated in
writing  by the  Holder  hereof  from time to time.  The  Company  will pay each
interest  payment and the outstanding  principal due upon this Note before or on
the Maturity Date, less any amounts  required by law to be deducted or withheld,
to the Holder of this Note by check or wire transfer addressed to such Holder at
the last address appearing on the records of the Company. The forwarding of such
check or wire  transfer  shall  constitute  a payment of  outstanding  principal
hereunder  and shall  satisfy and  discharge the liability for principal on this
Note to the  extent  of the sum  represented  by such  check  or wire  transfer.
Interest  shall be  payable  in Common  Stock (as  defined  below)  pursuant  to
paragraph 4(b) herein.

     This Note is subject to the following additional provisions:

     1. This Note is  exchangeable  for an equal aggregate  principal  amount of
Notes  of  different  authorized  denominations,  as  requested  by  the  Holder
surrendering  the same. No service charge will be made for such  registration or
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transfer or exchange, except that Holder shall pay any tax or other governmental
charges payable in connection therewith.

     2. The Company  shall be entitled to withhold from all payments any amounts
required to be withheld under applicable laws.

     3. This Note may be transferred  or exchanged  only in compliance  with the
Securities  Act of 1933, as amended  ("Act"),  and applicable  state  securities
laws. Any attempted  transfer to a non-qualifying  party shall be treated by the
Company as void. Prior to due presentment for transfer of this Note, the Company
and any agent of the  Company  may treat the  person in whose  name this Note is
duly  registered  on the  Company's  records  as the owner  hereof for all other
purposes,  whether or not this Note be overdue,  and neither the Company nor any
such agent shall be affected or bound by notice to the  contrary.  Any Holder of
this Note electing to exercise the right of conversion set forth in Section 4(a)
hereof,  in  addition to the  requirements  set forth in Section  4(a),  and any
prospective  transferee  of this  Note,  also is  required  to give the  Company
written  confirmation that this Note is being converted ("Notice of Conversion")
in the form annexed hereto as Exhibit A. The date of receipt  (including receipt
by telecopy) of such Notice of Conversion shall be the Conversion Date.

     4. (a) The  Holder of this Note is  entitled,  at its  option,  at any time
after 180 days,  to convert  all or any amount of the  principal  face amount of
this Note then  outstanding  into  shares of the  Company's  common  stock  (the
"Common  Stock")  without   restrictive   legend  of  any  nature,  at  a  price
("Conversion  Price") for each share of Common  Stock equal to 55% of the LOWEST
TRADING BID PRICE of the Common Stock as reported on the OTCQB marketplace which
the Company's shares are traded or any market upon which the Common Stock may be
traded in the future ("Exchange"),  for the TEN prior trading days including the
day upon which a Notice of Conversion is received by the Company  (provided such
Notice  of  Conversion  is  delivered  by  fax or  other  electronic  method  of
communication  to the Company after 4 P.M.  Eastern Standard or Daylight Savings
Time if the Holder wishes to include the same day closing price).  If the shares
have not been delivered  within 3 business days, the Notice of Conversion may be
rescinded.  Such conversion  shall be effectuated by the Company  delivering the
shares of Common  Stock to the Holder  within 3 business  days of receipt by the
Company of the Notice of Conversion. Once the Holder has received such shares of
Common Stock,  the Holder shall surrender this Note to the Company,  executed by
the  Holder  evidencing  such  Holder's  intention  to  convert  this  Note or a
specified portion hereof,  and accompanied by proper assignment hereof in blank.
Accrued,  but unpaid  interest  shall be subject to  conversion.  No  fractional
shares or scrip  representing  fractions of shares will be issued on conversion,
but the number of shares  issuable  shall be rounded to the nearest whole share.
IN THE EVENT THE COMPANY EXPERIENCES A DTC "CHILL" ON ITS SHARES, THE CONVERSION
PRICE SHALL BE DECREASED TO 45% INSTEAD OF 55% WHILE THAT "CHILL" IS IN EFFECT.

     (b) Interest on any unpaid principal  balance of this Note shall be paid at
the rate of 9% per annum.  Interest shall be paid by the Company in Common Stock
("Interest Shares").  Holder may, at any time, send in a Notice of Conversion to
the Company for Interest  Shares  based on the formula  provided in Section 4(a)
above.  The dollar  amount  converted  into  Interest  Shares  shall be all or a
portion of the accrued interest  calculated on the unpaid  principal  balance of
this Note to the date of such notice.

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     (c) During  the first 180 days the Note is in effect,  it may be prepaid at
140% of the face amount plus any accrued interest.  This Note may not be prepaid
after the 180th day. Such  redemption must be closed and funded within 3 days of
giving notice of redemption of the right to redeem shall be null and void.

     (d) Upon (i) a transfer  of all or  substantially  all of the assets of the
Company to any person in a single transaction or series of related transactions,
(ii) a reclassification,  capital  reorganization or other change or exchange of
outstanding  shares of the Common  Stock,  other than a forward or reverse stock
split or stock  dividend,  or (iii) any  consolidation  or merger of the Company
with or into another  person or entity in which the Company is not the surviving
entity (other than a merger which is effected solely to change the  jurisdiction
of incorporation of the Company and results in a reclassification, conversion or
exchange  of  outstanding  shares of Common  Stock  solely into shares of Common
Stock) (each of items (i), (ii) and (iii) being  referred to as a "Sale Event"),
then, in each case, the Company shall,  upon request of the Holder,  redeem this
Note in cash for 150% of the principal amount,  plus accrued but unpaid interest
through the date of  redemption,  or at the election of the Holder,  such Holder
may convert the unpaid  principal  amount of this Note (together with the amount
of accrued but unpaid interest) into shares of Common Stock immediately prior to
such Sale Event at the Conversion Price.

     (e)  In  case  of  any  Sale  Event  (not  to  include  a  sale  of  all or
substantially all of the Company's assets) in connection with which this Note is
not redeemed or  converted,  the Company shall cause  effective  provision to be
made so that the  Holder  of this  Note  shall  have the  right  thereafter,  by
converting  this Note, to purchase or convert this Note into the kind and number
of shares of stock or other  securities or property  (including cash) receivable
upon   such   reclassification,   capital   reorganization   or  other   change,
consolidation or merger by a holder of the number of shares of Common Stock that
could have been purchased  upon exercise of the Note and at the same  Conversion
Price,  as defined  in this  Note,  immediately  prior to such Sale  Event.  The
foregoing  provisions  shall similarly  apply to successive Sale Events.  If the
consideration  received by the holders of Common  Stock is other than cash,  the
value  shall be as  determined  by the  Board of  Directors  of the  Company  or
successor person or entity acting in good faith.

     5. No  provision of this Note shall alter or impair the  obligation  of the
Company,  which is absolute  and  unconditional,  to pay the  principal  of, and
interest on, this Note at the time,  place,  and rate,  and in the form,  herein
prescribed.

     6. The Company hereby  expressly waives demand and presentment for payment,
notice of non-payment, protest, notice of protest, notice of dishonor, notice of
acceleration  or intent to  accelerate,  and  diligence  in taking any action to
collect amounts called for hereunder and shall be directly and primarily  liable
for the payment of all sums owing and to be owing hereto.

     7. The Company agrees to pay all costs and expenses,  including  reasonable
attorneys' fees and expenses,  which may be incurred by the Holder in collecting
any amount due under this Note.

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     8. If one or more of the  following  described  "Events of  Default"  shall
occur:

     (a) The Company  shall  default in the payment of  principal or interest on
this Note or any other note issued to the Holder by the Company; or

     (b) Any of the  representations or warranties made by the Company herein or
in any  certificate  or  financial or other  written  statements  heretofore  or
hereafter  furnished  by or on  behalf of the  Company  in  connection  with the
execution and delivery of this Note, or the Securities  Purchase Agreement under
which this note was issued shall be false or misleading in any respect; or

     (c) The  Company  shall fail to perform or  observe,  in any  respect,  any
covenant,  term,  provision,  condition,  agreement or obligation of the Company
under this Note or any other note issued to the Holder; or

     (d) The  Company  shall (1)  become  insolvent;  (2) admit in  writing  its
inability to pay its debts generally as they mature;  (3) make an assignment for
the benefit of creditors or commence proceedings for its dissolution;  (4) apply
for or consent to the  appointment of a trustee,  liquidator or receiver for its
or for a substantial  part of its property or business;  (5) file a petition for
bankruptcy relief,  consent to the filing of such petition or have filed against
it an  involuntary  petition for bankruptcy  relief,  all under federal or state
laws as applicable; or

     (e) A trustee, liquidator or receiver shall be appointed for the Company or
for a substantial part of its property or business without its consent and shall
not be discharged within sixty (60) days after such appointment; or

     (f) Any governmental  agency or any court of competent  jurisdiction at the
instance of any governmental agency shall assume custody or control of the whole
or any substantial portion of the properties or assets of the Company; or

     (g) One or more  money  judgments,  writs or  warrants  of  attachment,  or
similar process, in excess of fifty thousand dollars ($50,000) in the aggregate,
shall be entered or filed against the Company or any of its  properties or other
assets and shall remain unpaid, unvacated,  unbonded or unstayed for a period of
fifteen  (15) days or in any event later than five (5) days prior to the date of
any proposed sale thereunder; or

     (h) The Company  shall have  defaulted on or breached any term of any other
note of similar debt instrument into which the Company has entered and failed to
cure such default within the appropriate grace period; or

     (i) The  Company  shall  have  its  Common  Stock  delisted  from a  market
(including the OTCQB marketplace) or, if the Common Stock trades on an exchange,
then trading in the Common Stock shall be suspended for more than 10 consecutive
days;

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<PAGE>
     (j) If a majority of the members of the Board of  Directors  of the Company
on the date hereof are no longer serving as members of the Board;

     (k) The Company  shall not deliver to the Holder the Common Stock  pursuant
to paragraph 4 herein without  restrictive  legend within 3 business days of its
receipt of a Notice of Conversion; or

     (l) The Company  shall not  replenish  the reserve set forth in Section 12,
within 3 business days of the request of the Holder; or

     (m) The Company  shall not be "current" in its filings with the  Securities
and Exchange Commission; or

     (n) The  Company  shall  lose the  "bid"  price  for its stock and a market
(including the OTCBB marketplace or other exchange)

Then,  or at any time  thereafter,  unless cured within 5 days,  and in each and
every such case,  unless such Event of Default shall have been waived in writing
by the Holder (which waiver shall not be deemed to be a waiver of any subsequent
default) at the option of the Holder and in the Holder's  sole  discretion,  the
Holder may consider this Note immediately due and payable,  without presentment,
demand,  protest  or  (further)  notice  of  any  kind  (other  than  notice  of
acceleration),  all of which are hereby expressly waived,  anything herein or in
any note or other instruments contained to the contrary notwithstanding, and the
Holder may immediately,  and without expiration of any period of grace,  enforce
any and all of the  Holder's  rights and remedies  provided  herein or any other
rights or remedies  afforded by law.  Upon an Event of Default,  interest  shall
accrue at a default  interest rate of 16% per annum or, if such rate is usurious
or not permitted by current law, then at the highest rate of interest  permitted
by law. In the event of a breach of Section  8(k) the penalty  shall be $250 per
day the  shares  are not issued  beginning  on the 4th day after the  conversion
notice was delivered to the Company. This penalty shall increase to $500 per day
beginning  on the 10th day. The penalty for a breach of Section 8(n) shall be an
increase  of the  outstanding  principal  amounts by 20%. In case of a breach of
Section 8(i),  the  outstanding  principal due under this Note shall increase by
50%. If this Note is not paid at maturity,  the outstanding  principal due under
this Note shall increase by 10%.

If the Holder shall  commence an action or proceeding to enforce any  provisions
of this Note, including,  without limitation,  engaging an attorney, then if the
Holder  prevails in such action,  the Holder shall be  reimbursed by the Company
for  its  attorneys'  fees  and  other  costs  and  expenses   incurred  in  the
investigation, preparation and prosecution of such action or proceeding.

     9. In case  any  provision  of this  Note is held by a court  of  competent
jurisdiction  to be excessive in scope or  otherwise  invalid or  unenforceable,
such provision shall be adjusted rather than voided, if possible,  so that it is
enforceable to the maximum extent possible,  and the validity and enforceability
of the  remaining  provisions  of this Note will not in any way be  affected  or
impaired thereby.

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     10.  Neither  this  Note  nor  any  term  hereof  may be  amended,  waived,
discharged  or  terminated  other  than by a  written  instrument  signed by the
Company and the Holder.

     11. The Company  represents  that it is not a "shell"  issuer and has never
been a "shell" issuer or that if it previously has been a "shell" issuer that at
least 12  months  have  passed  since  the  Company  has  reported  form 10 type
information  indicating it is no longer a "shell  issuer.  Further.  The Company
will instruct its counsel to either (i) write a 144- 3(a(9) opinion to allow for
salability  of the  conversion  shares or (ii) accept such opinion from Holder's
counsel.

      12.  Within 90 days of the issuance  date of this Note,  the Company shall
issue irrevocable  transfer agent instructions  reserving 3x the numer of shares
of Common Stock necessary to effect all conversions  under this Note (the "Share
Reserve").  The reserve shall be replenished as needed to allow for  conversions
of this Note.  Upon full  conversion of this Note,  any shares  remaining in the
Share  Reserve shall be  cancelled.  The Company shall pay all costs  associated
with issuing and delivering the shares.

     13.  The  Company  will give the  Holder  direct  notice  of any  corporate
actions,   including   but  not   limited  to  name   changes,   stock   splits,
recapitalizations  etc.  This  notice  shall be given to the  Holder  as soon as
possible under law.

     14. This Note shall be governed by and  construed  in  accordance  with the
laws of New York applicable to contracts made and wholly to be performed  within
the State of New York and shall be binding  upon the  successors  and assigns of
each party hereto.  The Holder and the Company  hereby  mutually  waive trial by
jury and consent to exclusive  jurisdiction and venue in the courts of the State
of New York. This Agreement may be executed in  counterparts,  and the facsimile
transmission of an executed  counterpart to this Agreement shall be effective as
an original.

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     IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by
an officer thereunto duly authorized.

Dated: May 30, 2014

                                    RED GIANT ENTERTAINMENT, INC

                                    By: /s/ Benny R. Powell
                                        ----------------------------------------
                                        Chief Executive Officer

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<PAGE>
                                    EXHIBIT A

                              NOTICE OF CONVERSION

     (To be Executed by the Registered Holder in order to Convert the Note)

     The undersigned hereby  irrevocably  elects to convert  $___________ of the
above Note into  _________  Shares of Common  Stock of Red Giant  Entertainment,
Inc.  ("Shares")  according to the  conditions set forth in such Note, as of the
date written below.

     If  Shares  are to be  issued  in the  name  of a  person  other  than  the
undersigned,  the undersigned  will pay all transfer and other taxes and charges
payable with respect thereto.

Date of Conversion: ____________________________________________________________

Applicable Conversion Price: ___________________________________________________

Signature: _____________________________________________________________________
           [Print Name of Holder and Title of Signer]

Address: _______________________________________________________________________

         _______________________________________________________________________

SSN or EIN: ____________________________________________________________________

Shares are to be registered in the following name: _____________________________

Name: _______________________________________________________________________

Address: _______________________________________________________________________

Tel: ___________________________________________________________________________

Fax: ___________________________________________________________________________

SSN or EIN: ____________________________________________________________________

Shares are to be sent or delivered to the following account:

Account Name: __________________________________________________________________

Address: _______________________________________________________________________


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