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):
September 9, 1997
Rainbow Medical, Inc.
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(Exact name of registrant as specified in its Charter
Florida 33-25646 59-2720407
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(State of other jurisdiction Commission (I.R.S. Employer
of incorporation) File Number Identification No.)
631 N.W. 183rd Street, Miami, Florida 33169
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(Address of principal executive offices)
Registration's telephone number, including area code: (305) 651-2334
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT:
Not Applicable.
ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS:
Not Applicable.
ITEM 3: BANKRUPTCY OR RECEIVERSHIP:
Not Applicable.
ITEM 4: CHANGES IN REGISTRANT'S CERTIFYING ACCOUNT:
On September 9, 1997, the Registrant was advised that the
client/auditor relationship between Registrant and its principal
accountants, Miller, Ellin & Company, had ceased. Miller, Ellin &
Company's report on the Registrant's financial statements for either of
the past two years did not contain an adverse opinion, disclaimer
opinion nor was it qualified or modified as an uncertainty, audit scope
or accounting principles. On September 12, 1997, the Registrant held a
meeting of its Board of Directors. At such meeting, the resignation of
Miller, Ellin & Company was accepted. During the Registrant's two most
recent fiscal years and for all subsequent interim periods preceding
the resignation of Miller, Ellin & Company, there were no disagreements
with Miller, Ellin & Company on any matter of accounting principles or
practices, financial statements disclosure or auditing scope or
procedure. The firm of Rachlin, Cohen & Holtz has been engaged as an
independent accountant to audit the Registrant's financial statements.
ITEM 5: OTHER EVENTS:
Not Applicable.
ITEM 6: RESIGNATION OF REGISTRANT'S DIRECTORS:
Not Applicable.
ITEM 7: FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements: NONE
(b) Proforma Financial Information: NONE
(c) Exhibits: See attached letter from Miller, Ellin &
Company.
<PAGE>
SIGNATURES
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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 Medical, Inc.
(Registrant)
By: /s/ Roberto Novo
Date: September 16, 1997. ----------------------------------
--------------------- ROBERTO NOVO
2
MILLER, ELLIN & COMPANY
CERTIFIED PUBLIC ACCOUNTANTS
INTERNATIONAL PLAZA
7750 LEXINGTON AVENUE, NEW YORK, N.Y. 1OO22-12OO
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(212) 750-9100
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FAX (212) 750-2727
September 9, 1997
Mr. Mark Bryn
Bryn & AssociaTes
One Biscayne Tower, Suite 3599
Two South Biscayne Boulevard
Miami, FL 33131
Dear Mr. Bryn:
This is to confirm that the client-auditor relationship between Andover
Equities Corp. (Commission File No. 33-25646) and Miller, Ellin & Company, has
ceased.
Sincerely,
/s/ MILLER, ELLIN & COMPANY
MILLER, ELLIN & COMPANY
sr
cc: Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
