8-K 1 g8333.txt 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): October 19, 2016 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) (877) 904-7334 (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)) SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. (a) Previous Independent Auditors: (i) On or about October 19, 2016, the Company dismissed D'Arelli Pruzansky, P.A. LLC ("Former Accountant") as its certifying accountant. On or about November 10, 2016, the Company engaged Fruci & Associates II, PLLC (the "New Accountant"), as its registered independent public accounting firm. The Company's Board of Directors approved the engagement of the New Accountant. (ii) The Former Accountant's audit reports on the financial statements of the Company for the fiscal year ended August 31, 2014 contained no adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit reports on the financial statements of the Company for the fiscal year ended August 31, 2014 contained an uncertainty about the Company's ability to continue as a going concern. (iii) Because the Company has no standing audit committee the Company's full Board of Directors participated in and approved the decision to change independent accountants. (iv) In connection with its review of financial statements through August 31, 2014, and for the subsequent periods through November 10, 2016, there have been no disagreements with the Former Accountant 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 the Former Accountant would have caused it to make reference thereto in its reports on the financial statements for such periods. (v) During the fiscal year ended August 31, 2014, and through the interim period ended November 10, 2016, there were the following "reportable events" (as such term is defined in Item 304 of Regulation S-K). As disclosed in Part I, Item 4 of the Company's Form 10-Q/A for the quarterly period ended May 31, 2015, the Company's management determined that the Company's internal controls over financial reporting were not effective as of the end of such period due to the existence of material weaknesses related to the following: * We do not have an audit committee or any other governing body to oversee management. * Documentation of proper accounting procedures is not present and fundamental and fundamental elements of an effective control environment were not present as of May 31, 2015, including formalized monitoring procedures. * While we now have five officers, there is still no segregation of duties with respect to internal controls, no management oversight, and no additional persons reviewing control documentation, and no control documentation is being produced at this time. These material weaknesses have not been remediated as of the date of this Current Report on Form 8-K. (vi) On November 14, 2016, the Company requested that the Former Accountant furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements (b) New Independent Auditors: On November 10, 2016, the Company engaged Fruci & Associates II, PLLC, as its registered independent public accounting firm. The independent accountant was engaged to audit the Company's financial statements for the fiscal years ended August 31, 2015 and August 31, 2016. During the two most recent fiscal years and the interim periods preceding the engagement, the Company has not consulted Fruci & Associates II, PLLC regarding (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, or (ii) any matter that was either the subject of a disagreement as that term is used in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K or a reportable event as that term is used in Item 304(a)(1)(v) and the related instructions to Item 304 of Regulation S-K. 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: November 14, 2016 /s/ Benny R. Powell -------------------------------------------- By: Benny R. Powell Its: Chief Executive Officer, President, Chief Financial Officer, and Secretary 3

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): April 15, 2016

Red Giant Entertainment, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-53310	98-0471928
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
614 E. Hwy 50, Suite 235, Clermont, FL		34711
(Address of principal executive offices)		(Zip Code)

(877) 904-7334

(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))

SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

LICENSE AGREEMENT WITH RELATED PARTY

On April 25, 2016, with an effective date retroactive to April 12, 2016, we entered into a License Agreement with our director Mark Fischbach. In exchange for 50% of net revenues, Mr. Fischbach licenses to us on an exclusive world-wide basis the copyright and license to his likeness as it pertains to the character behind the proposed MARKIPLIER COMIC, a four (4) part mini series, including any other adaptations, modifications or derivative works to the likeness, including without limitation (i) printing, publishing, vending and selling in all forms printed editions of the likeness; (ii) making and authorizing others to make electrical, transcription, mechanical, synchronization, dramatic and commercial uses of the likeness in any form, including without limitation web comics, digital comics and app comics; (iii) granting rights to publicly distribute the likeness for profit; (iv) to collect all fees and royalties becoming due for any of the above; (v) prosecuting, defending, and settling any third party action or claim relating to the likeness and the respective rights of the parties therein. The term of this agreement commences on the Effective Date and remains in full force and effect so long as any Property Rights to the likeness shall remain in perpetuity for the licenses so long as it remains in circulation in print and/or digital for a period of no less than 5 years.

The description above of the License Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement filed as Exhibit 10.1 hereto.

SECTION 3 - SECURITIES AND TRADING MARKETS

ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES

WARRANT EXERCISE

On April 25, 2016, we issued 581,066,667 shares to Typenex Co-Investment, LLC, upon its cashless exercise of a warrant using 3,200,000 shares of our common stock as payment. The warrant is dated June 21, 2013 and is filed as Exhibit 99.3 to our Current Report on Form 8-K filed on January 27, 2014. The issuance was made pursuant to a March 28, 2016 notice of exercise of warrant.

SECTION 8 - OTHER EVENTS

ITEM 8.01 OTHER EVENTS.

On April 15, 2016, we received a civil complaint from Lucas Hoppel, one of our lenders, alleging breach of contract for non-payment of loans. The complaint was filed in the circuit court of Lake County, Florida, Case No. 35-2016-CA-000653-AXXX-XX, and seeks $131,640 in principal, interest, and penalties. By agreement with Mr. Hoppel, our response to the complaint is due sixty days from the date of service.

SECTION 9 - EXHIBITS

ITEM 9.01 - EXHIBITS

Exhibit
Number		Description
10.1		License Agreement.

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: April 28, 2016	/s/ Benny R. Powell
	By: Benny R. Powell
	Its: Chief Executive Officer, President,
	Chief Financial Officer, and Secretary

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