UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) ofOF ~~the~~THE

~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of ~~earliest~~Earliest ~~event~~Event ~~reported~~Reported): February ~~December 31~~11, ~~2014~~2015

CIRCLE ENTERTAINMENT INC.

(Exact name of registrant as specified in its charter)

Delaware	001-33902	36-4612924
DELAWARE		001-33902	36-4612924
(State or other jurisdiction of incorporation)	~~(Commission File Number)~~	(~~I.R.S.~~Commission ~~Employer~~File ~~Identification No.~~Number)	(I.R.S. Employer Identification No.)

650 Madison Avenue New York, New York		10022
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (212) 838-3100

~~__________________________________________~~(Former name if changed since last report)

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Item 8~~ITEM 4.01 ~~Other~~ ~~Events~~CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

AsPrevious previously reported, on December 27, 2013, CEN Holdings, Inc. (“CEN Holdings”), an entity controlled by Paul C. Kanavos, the Company’s Chief Executive Officer, Robert F.X. Sillerman, and Brett Torino, each a greater than 10% stockholder of Circle Entertainment Inc. (the “Company”), delivered a letter to the independent ~~members~~registered ofpublic ~~the~~accounting Board of Directors of the Company in which CEN Holdings expressed its intent to acquire all of the Common Stock of the Company that they do not beneficially own for a purchase price of $0.03 per share pursuant to a short-form merger and related transactions (the “Proposal”).firm

On ~~December~~February 3111, ~~2014~~2015, ~~CEN~~Circle ~~Holdings~~Entertainment ~~delivered~~Inc. ~~a letter~~ (the “~~Letter~~Company”) towas notified by L.L. Bradford & Company, LLC (“Bradford”) that the firm resigned as the Company’s independent ~~members~~registered ofpublic accounting firm. Except as noted in the ~~Board~~paragraph ofimmediately ~~Directors~~below, the report of Bradford on the Company’s financial ~~withdrawing~~statements for the ~~Proposal~~two years ended December 31, 2013 and for the period then ended did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle.

InThe ~~addition~~report toof ~~the~~Bradford ~~Proposal~~on ~~(prior to being withdrawn),~~ the ~~Board has been evaluating a liquidation or dissolution of the~~ Company’s ~~because~~financial itstatements ~~does~~for not currently generate any revenue from its location-based entertainment line of business, which requires significant capital and financing, and it does not have any definitive funding commitments in place (or the ~~ability~~two toyears ~~complete~~ended ~~equity~~December ~~and/or debt financings) to fund short-term or long-term liquidity needs~~31, ~~including~~2013 ~~making~~contained ~~cash~~an explanatory ~~capital~~paragraph ~~contributions to the Orlando, Florida project in~~ which ~~the~~noted ~~Company~~that ~~has~~there awas ~~minority~~substantial ~~ownership~~doubt ~~interest~~as to ~~fund~~ the ~~project~~Company’s ~~development~~ability ~~costs~~to incontinue ~~excess~~as ofa ~~those~~going ~~budgeted~~concern ~~therefor. Thus~~because ~~far,~~ the ~~development~~Company ~~costs~~has ~~for~~limited ~~the~~available ~~Orlando~~cash, ~~Florida~~has ~~project~~a ~~have~~working ~~significantly~~capital ~~exceeded~~deficiency ~~the~~and ~~budgeted~~will ~~costs~~need ~~therefor~~to ~~and,~~rely ason a ~~result,~~certain ~~the~~funding ~~Company~~agreement isor ~~required~~secure tonew ~~fund its~~financing ~~ratable~~or ~~portion~~additional ofcapital ~~such excess costs~~ in order to ~~maintain~~pay its ~~minority ownership interest in the Orlando, Florida project~~obligations. The Company is not able to fund its ratable portion of these excess costs and unless it does so, its minority ownership interest in the Orlando, Florida project will be significantly diluted in terms of ownership and value.

~~The~~During ~~foregoing~~the ~~description~~years ended December 31, 2013 and 2012 and the interim period through February 11, 2015 (the date of resignation), (i) the ~~Letter~~Company ishad no disagreements with Braford on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not ~~complete~~resolved ~~and~~to isBradford’s ~~qualified~~satisfaction, inwould ~~its~~have ~~entirety~~caused byBradford to make reference to the ~~full~~subject ~~text~~matter of the ~~Letter,~~disagreement ~~which~~in isconnection ~~filed~~with ~~herewith~~its reports and (ii) there were no reportable events as ~~Exhibit~~defined ~~99.1~~in ~~and~~Item ~~incorporated~~304(a)(1)(v) ~~herein~~of byRegulation ~~reference~~S-K.

The Company provided Braford with a copy of the disclosures with respect to Bradford set forth herein in response to Item 9304(a) of Regulation S-K prior to filing this Current Report on Form 8-K with the Commission, and requested that Bradford furnish it with a letter addressed to the Commission stating whether it agrees with such disclosures and, if not, stating the respects in which it does not agree.01 Attached hereto as Exhibit 16.1 ~~Financial~~is ~~Statements~~a ~~and~~copy ~~Exhibits~~of Bradford’s letter stating its agreement with such statements.

New independent registered public accounting firm

On February 11, 2015 (the “Engagement Date”), the Audit Committee of the Company’s Board of Directors engaged RBSM LLP (“RBSM ”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ended December 31, 2014 and the fiscal year ending December 31, 2015.

During the two most recent fiscal years and through the Engagement Date, the Company has not consulted with RBSM regarding either: (i) the application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that RBSM concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (b) any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description of Exhibit
99.1		Letter from CEN Holdings, Inc. to the independent members of the Board of Directors of Circle Entertainment Inc.
16.1		Letter from L.L. Bradford & Company, LLC

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CIRCLE ENTERTAINMENT INC.
DATE: January 6, 2015	By:	/s/ Mitchell J. Nelson
Dated: February 11, 2015	By:	/s/ Mitchell J. Nelson
		Name: Mitchell J. Nelson
		Title: Executive Vice President, General Counsel and Secretary

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