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): ~~April~~ 6October 15, 2015

RAINBOW CORAL CORP.

(Exact name of registrant as specified in its charter)

Florida	333-169554	27-3247562
NV	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
871 Coronado Center Dr., Suite 200 Henderson, NV		89052
(address of principal executive offices)		(zip code)

(~~850~~702) 952-~~269-7230~~5000

(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))

~~Section~~ITEM 84.01. –Changes ~~Other~~in ~~Events~~Registrant’s Certifying Accountant

~~Item~~On 8October 15, 2015, GBH CPAs, PC of Houston, Texas (“GBH”) informed Rainbow Coral Corp.01 ~~Other~~(the ~~Events~~“Company”) of their resignation as our independent registered public accounting firm. GBH’s report on the financial statements for the years ended March 31, 2015 and 2014 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.

~~Rainbow~~Through ~~Coral~~the ~~Corp.~~period (covered by the ~~“Company”)~~financial ~~files~~audit ~~this~~for ~~Form~~the ~~8-K~~years toended ~~report~~March ~~the~~31, ~~result~~2015 and 2014 and including its review of the ~~vote~~financial atstatements of the ~~special~~quarterly ~~meeting~~periods through June 30, 2015, there have been no disagreements with GBH on any matter of ~~stockholders~~accounting ~~held~~principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of GBH would have caused them to make reference thereto in their report on ~~April~~the 6financial statements. Through the interim period ended October 15, 2015 in(the ~~accordance~~date ~~with~~GBH informed the ~~Definitive~~Company ~~Proxy~~that ~~Statement~~they would not stand for reappointment), ~~filed~~there have been no disagreements with GBH on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the ~~Securities~~satisfaction ~~and~~of ~~Exchange~~GBH ~~Commission~~would have caused them to make reference thereto in their report on the financial statements. During the years ended March 431, 2015 and ~~circulated~~2014 ~~with~~and the ~~stockholders~~interim ~~immediately~~period ~~thereafter. All~~through ~~the~~October ~~proposals~~15, of2015, ~~the~~there ~~board~~have ofbeen ~~directors~~no ~~were~~reportable ~~approved~~events atwith ~~the~~us ~~meeting~~ as ~~follows:~~set forth in Item 304(a)(1)(iv) of Regulation S-K.

~~1) Majority~~We ~~votes~~have ~~present~~authorized ~~voted~~GBH ~~FOR~~to ~~Proposal~~respond 1:fully ~~Reincorporate~~to the ~~Company~~inquiries ~~from~~of ~~Florida~~the tosuccessor ~~Nevada~~accountant. ~~that will result in:~~

	·	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.

During the years ended March 31, 2015 and 2014 and the interim period through October 15, 2015, there have been no reportable events with us as set forth in Item 304(a)(1)(iv) of Regulation S-K. The Company provided a copy of the foregoing disclosures to GBH prior to the date of the filing of this Report and requested that GBH 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) Majority~~On ~~votes~~October ~~present~~26, ~~voted~~2015, ~~FOR~~the ~~Proposal~~Company 2:engaged ~~Adoption~~Malone Bailey LLP of ~~Nevada~~Houston, ~~Articles~~Texas of(“Malone ~~Incorporation~~Bailey”) as its new independent registered public accounting firm. During the years ended March 31, 2015 and 2014 and prior to ~~authorize~~October 26, 2015 (the ~~issuance~~date ofMalone ~~additional~~Bailey ~~shares~~was engaged), we did not consult with Malone Bailey regarding (1) the application of ~~common~~accounting ~~stock~~principles asto a ~~result~~specified transaction, (ii) the type of audit opinion that might be rendered on the ~~reincorporation~~Company’s ~~and~~financial ~~one~~statements ~~for~~by ~~100~~Malone ~~share~~Bailey, ~~reduction~~in either case where written or oral advice provided by Malone Bailey would be an important factor considered by us in reaching a decision as to any accounting, auditing or financial reporting issued or (iii) any other matter that was the subject of a disagreement between us and ~~adoption~~our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of ~~Nevada~~Regulation ~~bylaws~~S-K, respectively.

~~3) Majority~~ITEM ~~votes~~9.01. ~~present~~Financial ~~voted~~Statements ~~FOR Proposal 3: Authorize the issuance of preferred stock with preferences, limitations,~~ and ~~relative rights designated by our board of directors~~Exhibits.

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

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


Number	Exhibit

16.1	Letter from GBH CPAs, PC, dated November 3, 2015, regarding Change in Certifying Accountant. (Filed herewith.)

~~· Approve Nevada Amended and Restated Nevada Bylaws~~SIGNATURES

~~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.

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.


	Rainbow Coral Corp.


Dated: November 4, 2015	/s/ Kimberly Palmer
	Kimberly Palmer
	Chief Executive Officer

	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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