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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 3, 2013
Red Giant Entertainment, Inc.
(Exact Name of Registrant as Specified in Charter)
Nevada 001-34039 98-0471928
(State or other Jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
614 Hwy. 50, Suite 235, Clermont, FL 34711
(Address of principal executive offices) (Zip code)
(866) 926-6427
(registrant's telephone number, including area code)
Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE: This Amendment to Current Report on Form 8-K/A is being filed
to include the letter required under Item 4.01.
ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(1) PREVIOUS INDEPENDENT AUDITORS:
a. On April 3, 2013, Red Giant Entertainment, Inc. (the "Company) was informed
that our registered independent public accountant, MartinelliMick PLLC, of
Spokane, Washington, ("MMPLLC") had resigned.
b. MMPLLC's report on the financial statements for the year ended August 31,
2012 contained no adverse opinion or disclaimer of opinion and was not
qualified or modified as to audit scope or accounting, except that the
report contained an explanatory paragraph stating that there was
substantial doubt about the Company's ability to continue as a going
concern.
c. Through the period covered by the financial audit for the year ended August
31, 2012 and including its review of financial statements of the quarterly
periods through November 30, 2012 there have been no disagreements with
MMPLLC on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements
if not resolved to the satisfaction of MMPLLC would have caused them to
make reference thereto in their report on the financial statements, except
for unresolved issues relating to audit disclosures and the auditors have
requested additional information to support the representations previously
given to them by the Company. Through the interim period April 3, 2013 (the
date of resignation of the former accountant), there have been no
disagreements with MMPLLC on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which disagreements if not resolved to the satisfaction of MMPLLC would
have caused them to make reference thereto in their report on the financial
statements, except for unresolved issues relating to audit disclosures and
the auditors have requested additional information to support the
representations previously given to them by the Company.
The Company believes that any unresolved issues and the subsequently
requested information to support the prior representations, if supplied
prior to MMPLLC's resignation, would not have resulted in any material
change in the Company's financial statements and financial position and its
results of operations and cash flow for each of the periods that MMPLLC
performed auditing services.
d. We have authorized MM to respond fully to the inquiries of the successor
accountant
e. During the years ended August 31, 2012 and December 31, 2011 and the
interim period through April 8, 2013, there have been no reportable events
with us as set forth in Item 304(a)(1)(iv) of Regulation S-K.
f. On April 7, 2013, the Company provided a copy of the foregoing disclosures
to MM prior to the date of the filing of this Report and requested that MM
furnish it with a letter addressed to the Securities & Exchange Commission
stating whether or not it agrees with the statements in this Report. A copy
of the letter of MMPLLC is attached hereto as Exhibit 16.1 to this Current
Report.
(2) NEW INDEPENDENT ACCOUNTANTS:
a. Following approval by the Board of Directors on April 4, 2013, on April 5,
2013 the Company engaged Drake, Klein, Messineo, CPAs PA ("DKM") of
Clearwater, Florida, as its new registered independent public accountant.
During the years ended August 31, 2012 and December 31, 2011 and prior to
April 8, 2013 (the date of the new engagement), we did not consult with DKM
regarding (i) the application of accounting principles to a specified
transaction, (ii) the type of audit opinion that might be rendered on the
Company's financial statements by DKM, in either case where written or oral
advice provided by DKM would be an important factor considered by us in
reaching a decision as to any accounting, auditing or financial reporting
issues or (iii) any other matter that was the subject of a disagreement
between us and our former auditor or was a reportable event (as described
in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K,
respectively).
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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
EXHIBIT NO. DESCRIPTION LOCATION
----------- ----------- --------
16.1 Letter of MartinelliMick PLLC dated April Provided herewith
10, 2013 concerning its resignation as
principal independent registered public
accounting firm.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K/A to be signed on its
behalf by the undersigned hereunto duly authorized.
Red Giant Entertainment, Inc.
Dated: April 10, 2013 /s/ Benny Powell
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Benny Powell
Chief Executive Officer