UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
August 22, 2013 (April 3, 2013)
Date of Report (Date of earliest event reported)
Red Giant Entertainment, Inc.
(Exact name of registrant as specified in its charter)
NEVADA 001-34039 98-0471928
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
614 E. 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
(17CFR240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17CFR240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17CFR240.13e-4(c))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(1) Resignation of former independent public accountant.
a. On April 3, 2013, Red Giant Entertainment, Inc. (the "Company") was
informed that its registered independent public accountant, MartinelliMick
PLLC, of Spokane, Washington, ("MMPLLC") had resigned.
b. MMPLLC's reports on the financial statements for the year ended August 31,
2012 and on the financial statements for the year ended December 31, 2011
contained no adverse opinion or disclaimer of opinion and was not qualified
or modified as to audit scope or accounting, except that each of such
reports 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 the 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
requesting 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 MMPLLC), 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
requesting 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 MMPLLC 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 3, 2013, there have been no reportable events
as set forth in Item 304(a)(1)(iv) of Regulation S-K.
f. On August 22, 2013, the Company provided a copy of the foregoing
disclosures to MMPLLC prior to the date of the filing of this Report and
requested that MMPLLC furnish it with a letter addressed to the Securities
& Exchange Commission stating whether or not MMPLLC agrees with the
statements in this Report. Upon receipt of such letter from MMPLLC, an
Amendment to Current Report on Form 8-K/A with such letter attached as an
exhibit will be filed with the Securities and Exchange Commission.
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(2) Appointment of independent public accountant.
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 5, 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 the Company 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 the Company 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).
On May 10, 2013, after being informed that the engagement partner of DKM
terminated his employment with DKM and is practicing under registration of
Messineo & Co., CPAs, LLC ("M&Co."), we dismissed DKM and retained M&Co. as
disclosed in our Current Report on Form 8-K filed May 10, 2013.
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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: August 22, 2013
/s/ Benny Powell
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By: Benny Powell
Its: Chief Executive Officer, President,
Chief Financial Officer, and Secretary
