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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 9, 2014
Red Giant Entertainment, Inc.
(Exact name of registrant as specified in its charter)
Nevada 000-53310 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
(Issuer's telephone/facsimile numbers, 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 (See: General Instruction A.2. below):
[ ] 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) PREVIOUS INDEPENDENT AUDITORS:
a. On July 9, 2014, we were informed that our registered independent public
accountant, Messineo & Co., CPAs, LLC, of Clearwater Florida ("M&CO")
declined to stand for re-appointment.
b. M&CO's report on the financial statements for the year ended August 31,
2013 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 our ability to continue as a going concern.
c. Our Board of Directors participated in and approved the decision to change
our registered independent public accountants. Through the period covered
by the financial audit for the years ended August 31, 2013 and including
the review of financial statements of the quarterly periods through
February 28, 2014 there have been no disagreements with M&CO 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 M&CO would have caused them to make reference thereto in
their report on the financial statements. Through the interim period July
9, 2014 (the date M&CO declined to stand for re-appointment), there have
been no disagreements with M&CO 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 M&CO would have
caused them to make reference thereto in their report on the financial
statements.
d. We have authorized M&CO to respond fully to the inquiries of the successor
accountant
e. During the year ended August 31, 2013 and the interim period through July
9, 2014, there have been no reportable events with us as set forth in Item
304(a)(1)(v) of Regulation S-K.
f. The Company provided a copy of the foregoing disclosures to M&CO prior to
the date of the filing of this Report and requested that M&CO 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 such
letter is filed as Exhibit 16.1 to this Form 8-K.
(2) NEW INDEPENDENT ACCOUNTANTS:
On July 9, 2014, the Company engaged D'Arelli Pruzansky, P.A. ("DP") of Boca
Raton FL, as its new registered independent public accountant. During the years
ended August 31, 2013 and prior to July 9, 2014 (the date of the new
engagement), we did not consult with DP 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 DP, in either
case where written or oral advice provided by DP 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).
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
a. None
b. Exhibits
Number Exhibit
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16.1 Letter from Messineo & Co., CPAs, LLC, dated July 9, 2014,
regarding Change in Certifying Accountant.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.
Red Giant Entertainment, Inc.
Dated: July 9, 2014 /s/ Benny R. Powell
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By: Benny R. Powell
Its: Chief Executive Officer, President,
Chief Financial Officer, and Secretary
