SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-KA
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 17, 1997
Rainbow Medical, Inc.
(Exact name of registrant as specified in its Charter
Florida 33-25646 59-2720407
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(State or other Commission (I.R.S. Employer
jurisdiction File Number (Identification No.)
of incorporation)
15512 N.W. 77th Court, Miami Lakes, Florida 33016
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(Address of principal executive offices)
Registrant'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:
As previously reported, on September 9, 1997, the Registrant
was advised that the client/auditor relationship between Registrant
and its principal accountants, Miller, Ellin & Company, had ceased.
In a subsequent letter, dated September 17, 1997, Miller, Ellin &
Company indicated that they had reviewed the Registrant's previous
disclosure under Item 4, dated September 9, 1997, and that Miller,
Ellin & Company agreed with such statements.
As previously reported, the firm of Rachlin, Cohen & Holtz has
been engaged as an independent accountant to audit the Registrant's
financial statements. During the past two fiscal years and
subsequent interim periods, the Registrant did not consult with the
new accountant regarding either the application of an accounting
principle or the type of opinion that would be rendered on 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, dated September 17, 1997.
<PAGE>
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.
Rainbow Medical, Inc.
(Registrant)
By: /s/ Robert Thomson
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ROBERT THOMSON
Date: October 24, 1997.
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
_____
FAX (212) 750-2727
September 17, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington DC 20549
Gentlemen:
We were previously the principal accountants for Andover Equities Corp. and on
August 9, 1996, we reported on the balance sheets of Andover Equities Corp. as
of May 31, 1996 and 1995 and the statements of operations and accumulated
deficit and cash flows for each of the three years in the period ended May 31,
1996. On September 9, 1997, we resigned. We have read Rainbow Medical, Inc.'s
statements included under Item 4 of its Form 8-K dated September 9, 1997 and we
agree with such statements.
Very truly yours,
/s/ MILLER, ELLIN & COMPANY
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MILLER, ELLIN & COMPANY
Certified Public Accountants
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