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):
ITEM 4.01. Changes in Registrant’s Certifying Accountant.
History of auditor changes:
Our financial statements were previously audited by the firm of Peter Messineo, CPA (“PM”). In December 2012 Peter Messineo, CPA merged into the firm known as DKM Certified Public Accountants (“DKM). In April 2013 the agreement of DKM and PM was terminated. The successor firm named in (2) is a continuation of the original audit firm (PM).
(1) Previous Independent Auditors:
a. On June 28, 2013, the Company dismissed the registered independent public accountant, DKM Certified Public Accountants, of Clearwater Florida (“DKM”).
b. PM’s report on the consolidated financial statements for the years ended March 31, 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.
c. Our Board of Directors participated in and approved the decision to change independent accountants. Through the period covered by the financial audit for the year ended March 31, 2012 and through the current date, there have been no disagreements with PM or DKM 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 PM or DKM would have caused them to make reference thereto in their reports on the financial statements. Through the interim period June 28, 2013 (the date of dismissal), there have been no disagreements with PM or DKM 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 PM or DKM would have caused them to make reference thereto in their reports on the financial statements.
d. We have authorized PM and DKM to respond fully to the inquiries of the successor accountant.
e. During the year ended March 31, 2012 and the interim period through June 28, 2013, there have been no reportable events with us as set forth in Item 304(a)(1)(iv) of Regulation S-K.
f. The Company provided a copy of the foregoing disclosures to DKM prior to the date of the filing of this Report and requested that DKM 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:
a. On June 28, 2013, the Company engaged Messineo & Co, CPAs, LLC (“M&Co”) of Clearwater, Florida, as its new registered independent public accountant. During the year ended March 31, 2012 and prior to June 28, 2013 (the date of the new engagement), we did not consult with M&Co 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 M&Co, in either case where written or oral advice provided by M&Co 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).
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ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Number | Exhibit |
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16.1 | Letter from DKM Certified Public Accountants, dated June 28, 2013, regarding Change in Certifying Accountant. (Filed herewith.) |
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.
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| RAINBOW CORAL CORP. |
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Dated: July 18, 2013 | /s/ Patrick Brown |
| Patrick Brown |
| Chief Executive Officer |
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