SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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
[ ] 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 ------ ------- 16.1 Letter from Messineo & Co., CPAs, LLC, dated July 9, 2014,
regarding Change in Certifying Accountant.
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 -------------------------------------- By: Benny R. Powell Its: Chief Executive Officer, President, Chief Financial Officer, and Secretary
Office of the Chief Accountant
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
July 9, 2014
We have read the statements included in the Form 8-K dated July 9, 2014, of Red Giant Entertainment, Inc., to be filed with the Securities and Exchange Commission and are in agreement with the statements contained in Item 4.01 insofar as they relate to our firm.
/s/ Messineo & Co., CPAs, LLC --------------------------------------- Messineo & Co., CPAs, LLC Clearwater, Florida