ITEM 4.01. Changes in Registrant’s Certifying Accountant

On October 15, 2015, GBH CPAs, PC of Houston, Texas (“GBH”) informed Rainbow Coral Corp. (the “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.

Through the period covered by the financial audit for the years ended March 31, 2015 and 2014 and including its review of the financial statements of the quarterly periods through June 30, 2015, 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 satisfaction of GBH would have caused them to make reference thereto in their report on the financial statements. Through the interim period ended October 15, 2015 (the date GBH informed the Company that they would not stand for reappointment), 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 satisfaction of GBH would have caused them to make reference thereto in their report on the financial statements. 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.

We have authorized GBH to respond fully to the inquiries of the successor accountant.

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.

On October 26, 2015, the Company engaged Malone Bailey LLP of Houston, Texas (“Malone Bailey”) as its new independent registered public accounting firm. During the years ended March 31, 2015 and 2014 and prior to October 26, 2015 (the date Malone Bailey was engaged), we did not consult with Malone Bailey regarding (1) 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 Malone Bailey, 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 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.

ITEM 9.01. Financial Statements and Exhibits.

(d)  Exhibits

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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