UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): ~~August~~ April 196, ~~2013~~2015

RAINBOW CORAL CORP.

(Exact name of registrant as specified in its charter)


Florida	333-169554	27-3247562
(state or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)


495 Grand Blvd., Suite 206 Miramar Beach, Florida		32550
(address of principal executive offices)		(zip code)

(850)-269-7230

(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 (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 (17 CFR 240.14a-12)

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

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

~~ITEM~~Section ~~4.01.~~8 ~~Changes~~– inOther ~~Registrant’s Certifying Accountant.~~Events

OnItem ~~July 26, 2013, Rainbow Coral Corp~~8.01 ~~(the~~Other ~~“Company”) dismissed the registered independent public accountant, Messineo & Co, CPAs, LLC (“M&Co”) of Clearwater, Florida~~Events. M&Co’s report on the financial statements for the years ended March 31, 2013 and 2012, 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 the Company’s ability to continue as a going concern. Our Board of Directors participated in and approved the decision to change independent accountants.

~~Through~~Rainbow ~~the~~Coral ~~period~~Corp. ~~covered by~~ (the ~~financial~~“Company”) ~~audit~~files ~~for~~this ~~the~~Form ~~years~~8-K ~~ended~~to ~~March~~report ~~31,~~the ~~2013~~result ~~and~~of ~~2012~~the ~~and~~vote ~~through~~at the ~~current~~special ~~date,~~meeting ~~there~~of ~~have~~stockholders ~~been~~held ~~no disagreements with M&Co~~ on ~~any~~April ~~matter of accounting principles or practices~~6, ~~financial~~2015 ~~statement~~in ~~disclosure,~~accordance orwith ~~auditing~~the ~~scope~~Definitive orProxy ~~procedure~~Statement, ~~which~~filed ~~disagreements~~with ~~if not resolved to~~ the ~~satisfaction~~Securities ofand ~~M&Co~~Exchange ~~would~~Commission ~~have~~on ~~caused~~March ~~them~~4, to2015 ~~make~~and ~~reference~~circulated ~~thereto~~with ~~in their report on~~ the ~~financial~~stockholders ~~statements~~immediately thereafter. All ~~We have authorized DKM to respond fully to~~ the ~~inquiries~~proposals of the ~~successor~~board ~~accountant.~~of ~~During~~directors ~~the~~were ~~years~~approved ~~ended~~at ~~March 31, 2013 and~~ the ~~interim~~meeting ~~period through July 26, 2013, there have been no reportable events with us~~ as ~~set forth in Item 304(a)(1)(iv) of Regulation S-K.~~follows:

~~The~~1) Majority ~~Company~~votes ~~provided~~present avoted ~~copy~~FOR ofProposal ~~the~~1: ~~foregoing~~Reincorporate ~~disclosures~~the toCompany ~~M&Co~~from ~~prior~~Florida to ~~the~~Nevada ~~date of the filing of this Report and requested~~ that ~~M&Co~~will ~~furnish~~result ~~it with a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the statements~~ in ~~this Report. M&Co’s letter is filed as an exhibit to this 8-K.~~:

Also on July 26, 2013, the Company engaged GBH CPAs, PC (“GBH”) of Houston, Texas, as its new registered independent public accountant. During the years ended March 31, 2013 and 2012 and prior to July 25, 2013 (the date of the new engagement), we did not consult with GBH 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 GBH, in either case where written or oral advice provided by GBH 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).


	·	The Company being governed by the laws of the state of Nevada, and

	·	Shareholders’ right to receive one whole share of common stock of the Nevada company for each 100 shares of common stock of the company owned as of the record date of the reincorporation.

~~ITEM~~2) Majority ~~9.01.~~votes ~~Financial~~present ~~Statements~~voted FOR Proposal 2: Adoption of Nevada Articles of Incorporation to authorize the issuance of additional shares of common stock as a result of the reincorporation and ~~Exhibits~~one for 100 share reduction and adoption of Nevada bylaws.

(d3) Majority ~~Exhibits~~votes present voted FOR Proposal 3: Authorize the issuance of preferred stock with preferences, limitations, and relative rights designated by our board of directors.

Number	Exhibit
16.1	Letter from Messineo & Co, CPAs, LLC, dated August 19, 2013, regarding Change in Certifying Accountant. (Filed herewith.)

4) Majority votes present voted FOR Proposal 4: Ratification of our 2012 Stock Plan for directors, officers and consultants.

~~SIGNATURES~~5) Majority votes present voted FOR Proposal 5: To transact such other such business that may properly come before the special meeting

~~Pursuant~~· toApprove ~~the~~Nevada ~~requirements~~Amended ofand ~~the~~Restated ~~Securities~~Nevada ~~Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.~~Bylaws

	RAINBOW CORAL CORP.
Dated: August 19, 2013	/s/ Patrick Brown
	Patrick Brown
	Chairman of the Board Chief Executive Officer Principal Financial Officer

SIGNATURES

-Pursuant 2to -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.


	RAINBOW CORAL CORP.


Dated: April 15, 2015	/s/ Kimberly Palmer
	Kimberly Palmer
	President, Secretary, Treasurer, Principal Executive Officer, Principal Financial and Accounting Officer and Sole Director

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