Attached files

file filename
EXCEL - IDEA: XBRL DOCUMENT - RAINBOW INTERNATIONAL, CORP.Financial_Report.xls
EX-31 - EXHIBIT 31 - RAINBOW INTERNATIONAL, CORP.rainbow10q2q12ex31.htm
EX-32 - EXHIBIT 32 - RAINBOW INTERNATIONAL, CORP.rainbow10q2q12ex32.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


FORM 10-Q


[x]     Quarterly Report Pursuant to Section 13 or 15(d) Securities Exchange Act of 1934 for Quarterly Period Ended November 30, 2012

-OR-

[ ]     Transition Report Pursuant to Section 13 or 15(d) of the Securities And Exchange Act of 1934 for the transaction period from _________ to________


Commission file number 333 -175337


RAINBOW INTERNATIONAL, CORP.

(Exact name of registrant as specified in its charter)


Nevada

 

 

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification)


Besiktas Emiran CAD. Naki Cendere Apt. No. 88/4, Istanbul, Turkey

(Address of principal executive offices, including zip code)

Registrant's Telephone number, including area code: (+ 90) 212 258 3495


Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  [x]   No [ ]


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes [x]   No [ ]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerate filer, or a small reporting company as defined by Rule 12b-2 of the Exchange Act):




Large accelerated filer          [  ]

 

Non-accelerated filer               [  ]

Accelerated filer                   [  ]

 

Smaller reporting company     [x]


Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  [ ]      No [x]


The number of outstanding shares of the registrant's common stock, January 18, 2013:   Common Stock  -  5,747,508



2




Rainbow International Corp

FORM 10-Q

For the quarterly period ended November 30, 2012

INDEX


PART 1 – FINANCIAL INFORMATION

 

 

 

 

 

Page

Item 1.  Financial Statements (Unaudited)

 

4

Item 2.  Management's Discussion and Analysis of

  Financial Condition and Results of Operations

 

17

Item 3.  Quantitative and Qualitative Disclosure

  About Market Risk

 

19

Item 4.  Controls and Procedures

 

19


PART II – OTHER INFORMATION



 

 

 

Item 1.  Legal Proceedings

 

21

Item 1A.  Risk Factors

 

21

Item 2.  Unregistered Sales of Equity Securities and

  Use of Proceeds

 

21

Item 3.  Defaults upon Senior Securities

 

21

Item 4.  Mine Safety Disclosures

 

21

Item 5.  Other Information

 

21

Item 6.  Exhibits

 

21

 

 

 

SIGNATURES

 

22



3




RAINBOW INTERNATIONAL CORP.

(A Development Stage Company)

Consolidated Balance Sheet


 

November 30,

May 31,

 

2012

2012

 

(Unaudited)

(Audited)

ASSETS

 

 

  Current assets:

 

 

    Cash

 $           3,972

 $               78

    Cash held in trust

                234

          243,114

      Total current assets

              4,206

          243,192

 

 

 

  Property and equipment, net

          262,872

                  -   

 

 

 

Other Assets

 

 

    Other assets

              6,651

              5,000

 Total Other Assets

              6,651

              5,000

      Total assets

 $        273,729

 $        248,192

 

 

 

LIABILITIES

 

 

  Current liabilities:

 

 

    Advances from shareholder

 $        356,580

 $           5,560

    Other

            23,174

-

      Total current liabilities

          379,754

              5,560

      Total liabilities

          379,754

              5,560

 

 

 

STOCKHOLDERS' EQUITY

 

 

  Common stock, $0.001 par value, 75,000,000 authorized, 5,747,508 and 3,500,000 shares issued and outstanding

              5,748

              3,540

  Capital in excess of par value

            18,852

            21,060

  Stock subscription

          641,982

          264,867

  Deficit accumulated during the development stage

         (772,608)

           (46,835)

      Total stockholders' equity

         (106,026)

          242,632

      Total liabilities and stockholders' deficit

 $        273,728

 $        248,192


The accompanying notes are an integral part of the consolidated financial statements.


4




RAINBOW INTERNATIONAL CORP.

(A Development Stage Company)

Consolidated Statements of Operations

 

 

 

 

 

Cumulative,

 

 

 

 

 

Inception,

 

Three Months

Three Months

Six Months

Six Months

April 22,

 

Ended

Ended

Ended

Ended

2011 Through

 

November 30,

November 30,

November 30,

November 30,

November 30,

 

2012

2011

2012

2011

2012

Sales

 $             -   

 $            -   

 $           -   

 $           -   

 $               -   

Cost of Sales

   -

  -

       -

                        -

     -

Gross Profit

   -

   -

     -

                        -

       -

 

 

 

 

 

 

General and administrative expenses:

 

 

 

 

 

  Exploration costs

 255,034

 

  378,567

 

 378,567

  Legal and professional fees

 54,106

 

 107,972

 

152,269

  Office costs

   4,076

 

53,823

 

 53,823

  Contract labor

 77,560

 

 121,383

 

 121,383

  Depreciation

   27,908

 

 27,908

 

 27,908

  Rent

 4,493

 

 4,493

 

 4,493

  Travel

  19,939

 

 19,939

 

19,939

  Other general and administrative

    9,387

   812

11,687

 3,350

 14,226

    Total operating expenses

   452,503

   812

725,772

 3,350

  772,608

    (Loss) from operations

(452,503)

    (812)

 (725,772)

 (3,350)

 (772,608)

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

  Interest Income

 

 

 

 

    -   

  Interest (expense)

 

 

 

 

 

    (Loss) before taxes

(452,503)

     (812)

 (725,772)

 (3,350)

(772,608)

 

 

 

 

 

 

Provision (credit) for taxes on income

   -   

     -   

      -   

 

   -   

    Net (loss)

 $ (452,503)

 $     (812)

 $(725,772)

 $    (3,350)

 $(772,608)

 

 

 

 

 

 

Basic earnings (loss) per common share

 $      (0.08)

 $    (0.00)

 $     (0.13)

 $      (0.00)

 

 

 

 

 

 

 

Weighted average number of shares outstanding

 5,747,508

 3,228,516

 5,747,508

 3,113,634

 


The accompanying notes are an integral part of the consolidated financial statements.


5




RAINBOW INTERNTIONAL CORP.

(A Development Stage Company)

Consolidated Statements of Cash Flows


 

 

 

Cumulative,

 

 

 

Inception,

 

Six Months

Six Months

April 22,

 

Ended

Ended

2011 Through

 

November 30,

November 30,

November 30,

 

2012

2011

2012

 

 

 

 

 Cash flows from operating activities:

 

 

 

  Net (loss)

 $(725,772)

 $(3,350)

 $(772,608)

 

 

 

 

 Adjustments to reconcile net (loss) to cash  

 

 

 

   provided (used) by developmental stage activities:

 

 

 

      Depreciation

 27,908

 

  27,908

       Rounding

     1

 

 1

   Change in current assets and liabilities:  

 

 

 

     Inventory

 

 

 

     Other assets

 (1,651)

 

 (6,651)

     Accounts payable and accrued expenses

 23,174

 (4,781)

    23,174

       Net cash flows from operating activities

  (676,340)

(8,131)

 (728,176)

 

 

 

 

 Cash flows from investing activities:

 

 

 

     Purchase of fixed assets

(290,780)

 

 (290,780)

       Net cash flows from investing activities

 (290,780)

       -   

 (290,780)

 

 

 

 

 Cash flows from financing activities:

 

 

 

   Proceeds from sale of common stock

 

 21,600

  24,600

    Stock subscription  

 377,114

 

 641,982

   Advances/(payments) from shareholder

 351,020

 

 356,580

       Net cash flows from financing activities

728,134

 21,600

  1,023,162

       Net cash flows

(238,986)

 13,469

  4,206

 

 

 

 

 Cash and equivalents, beginning of period

243,192

3,100

  -   

 Cash and equivalents, end of period

 $      4,206

 $  16,569

 $    4,206

 

 

 

 

 Supplemental cash flow disclosures:

 

 

 

   Cash paid for interest

 $               -   

 $            -   

 $            -   

   Cash paid for income taxes

 $               -   

 $            -   

 $            -                           


The accompanying notes are an integral part of the consolidated financial statements.


6




RAINBOW INTERNATIONAL CORP.

(An exploration stage company)

Notes to Financial Statements

November 30, 2012


Note 1 - Organization and summary of significant accounting policies:

Following is a summary of the Company’s organization and significant accounting policies:


Organization and nature of business –Rainbow International Corp., (“We,” or “the Company”) is a Nevada corporation incorporated on April 22, 2011.  The Company was primarily engaged in the distribution of Bohemian Crystal produced in the Czech Republic.  Since the reorganization of the Company, they have changed their primary purpose.  The Company is now primarily engaged in the acquisition and exploration of mining properties.


The Company has been in the exploration stage since the reorganization and has not yet realized any revenues from its planned operations.  Upon the location of commercially mineable reserves, the Company plans to prepare for mineral extraction and enter the development stage.


Basis of presentation – Our accounting and reporting policies conform to U.S. generally accepted accounting principles applicable to exploration stage enterprises.  Changes in classification of 2011 amounts have been made to conform to current presentations.


Use of estimates -The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.  


Cash and cash equivalents -For purposes of the statement of cash flows, we consider all cash in banks, money market funds, and certificates of deposit with a maturity of less than three months to be cash equivalents.


Property and Equipment – The Company values its investment in property and equipment at cost less accumulated depreciation.  Depreciation is computed primarily by the straight line method over the estimated useful lives of the assets ranging from three to five years.


7



Mineral Property Acquisition and Exploration Costs – The company expenses all costs related to the exploration of mineral properties in which it has secured exploration rights prior to establishment of proven and probable reserves.


Fair value of financial instruments and derivative financial instruments –The carrying amounts of cash, accounts payable, accrued expenses, and other current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates.  We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of foreign exchange, commodity price or interest rate market risks.


Federal income taxes - Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with Accounting Standards Codification regarding Accounting for Income Taxes, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carryforwards.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Deferred taxes are provided for the estimated future tax effects attributable to temporary differences and carryforwards when realization is more likely than not.


Net income per share of common stock – We have adopted Accounting Standards Codification regarding Earnings per Share, which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation.  In the accompanying financial statements, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period.  During the periods presented all instruments convertible to common stock are anti-dilutive.  We do not have a complex capital structure requiring the computation of diluted earnings per share.  Additionally, since the Company has a loss fully dilutive reporting of share is not required.


Note 2 - Uncertainty, going concern:

At November 30, 2012, we were engaged in a business and had suffered losses from exploration stage activities to date. In addition, we have minimal operating funds. Although management is currently attempting to identify business opportunities and is seeking additional sources of equity or debt financing, there is no assurance these


8


activities will be successful. Accordingly, we must rely on our officers to perform essential functions without compensation until a business operation can be commenced.  


These factors raise doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.


Note 3 - Federal income tax:

We follow Accounting Standards Codification regarding Accounting for Income Taxes. Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carryforwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carryforward has been recognized, as it is not deemed likely to be realized.


The provision for refundable Federal income tax consists of the following:


2011

     2012

Refundable Federal income tax attributable to:

Current operations

          $(136)

$(15,788)

Less, Nondeductible expenses

  -0-

        -0-

-Less, Change in valuation allowance

              136

   15,778

Net refundable amount

      -

                      -


The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:


   2011

      2012

Deferred tax asset attributable to:

Net operating loss carryover

 

$ 136

 

   $15,924

Less, Valuation allowance

 

 ( 136)

  

   (15,924)

 Net deferred tax asset

     -

-


At May 31, 2012, an unused net operating loss carryover approximating $46,835 is available to offset future taxable income; it expires beginning in 2031.  


Note 4 – Cumulative sales of stock:

Since its inception, we have issued shares of common stock as follows:


On May 27, 2011, the Company issued 3,000,000 shares of common stock at a price of $0.001 per share for a total cash proceeds of $3,000.


9



During February 2012, the Company issued 540,000 shares of common stock at a price of $0.04 per share and received proceeds in the amount of $21,600.


On May 15, 2012, the Company issued 2,207,508 shares of common at a price $0.12 per share for $264,867 in cash.  The Company has received these funds but has not issued the shares.  This is recorded as a stock subscription until issued.


The Company authorized but has not issued 2,500,000 shares of stock for the purchase of Aslanay Madencilik Sanayi Ve Ticaret Limited Sirketi, (translated -Aslanay Mining Trade and Ind. Limited Co.).  These shares are recorded as a stock subscription until issued.  The value of these shares is the net asset value of Aslanay Mining Trade and Ind. Limited Co at July 31, 2012 in the amount of $377,115.


Note 5 – Related Party Transactions:

During 2011, a Director of the Company loaned the Company an amount equal to $500.  The loan carries no stated interest and due on demand.


During 2012, a Director of the Company loaned the Company an amount equal to $5,060.  The loan carries no stated interest and due on demand.


On May 2012, a payment of $5,000 was applied to this account.  The balance at August 31, 2012 was $560.


During the period September 1, 2012 through November 30, 2012, a Director of the Company loaned the Company $351,020.  The loan carries no stated interest and is due on demand.


The balance of these related party transactions on November 30, 2012 was $356,580.


Note 6 – Change in Control:

On March 26, 2012, a change of control of the registrant was made when Emine Ozer acquired 2,856,312 common shares from selling shareholders which represented 80.69% of the issued and outstanding common shares.


Subsequently, based on the issuances of these shares Mr. Aslan Ozer became the majority shareholder of the registrant, owning 57.085 of the issued and outstanding common shares,


Effective April 1, 2012, Vladimir Bibik, the sole officer and director of the registrant appointed Donald L. Perks as president, chief executive officer, chief financial officer and director and thereafter resigned due to the change of control.


10



Donald L. Perks was the founder, officer and director of Canada Pay Phone, a telecommunications company, from 1994 to 2001.  Mr. Perks was an officer and director of Global Immune Technologies Inc,  a natural resource exploration company, from 2003 through February 2012.  


Note 7 – Business Combination:

On July 31, 2012, the Company acquired all of the member interests of Aslanay Madencilik Sanayi Ve Ticaret Limited Sirketi, (translated -Aslanay Mining Trade and Ind. Limited Co.) a Turkish enterprise, from Aslan Ozer, its sole member, for 2,500,000 common shares of the Company. The purchase is being accounted for as an acquisition as required by ACS 805.  The purchase is being reported and operating as a wholly owned subsidiary of the parent company.


11



Following is the proforma balance sheet and income statement as of the acquisition date, July 31, 2012:

 

Rainbow

Aslanay

Elim

Consol

ASSETS

 

 

 

 

     Current assets

 

 

 

 

     Cash

 $203,102

 $128,585

 $           -   

 $331,687

     Intercompany

30,000

 

 (30,000)

 -

     Other current assets

 

6,651

 

 6,651

 

 

 

 

 

     Total current assets

233,102

135,236

(30,000)

338,338

 

 

 

 

 

     Investment in subsidiary

377,115

 

(377,115)

 -

 

 

 

 

 

     Property and equipment

 

276,740

 

 276,740

 

 

 

 

 

Total assets

 $610,217

 $411,976

$(407,115)

 $615,078

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

     Current liability

 

 

 

 

     Intercompany

 $           -   

 $ 30,000

 $(30,000)

 $            -   

     Other

 560

4,862

 

 5,422

 

 

 

 

 

     Total current liability

560

34,862

 (30,000)

5,422

 

 

 

 

 

     Total liabilities

560

34,862

(30,000)

 5,422

 

 

 

 

 

Stockholders Equity

 

 

 

 

     Common stock/Share capital

3,540

530,495

(530,495)

 3,540

     Paid in surplus

21,060

 

 

 21,060

     Stock subscription

641,982

 

 

641,982

     Retained Deficit

(56,925)

(153,380)

153,380

(56,925)

 

 

 

 

 

     Total stockholders equity

609,657

377,115

(377,115)

609,657


Total liabilities and equity

 $610,217

 $411,976

$(407,115)

 $615,078


12




 

June through July 31, 2012

 

Rainbow

 

Aslanay

 

Elim

 

Consol

Revenue

 $          -   

 

 $          -   

 

 $           -   

 

 $            -   

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

     Exploration costs

 24,046

 

11,400

 

 

 

  35,446

     Office

 

 

30,531

 

 

 

  30,531

     Contract labor

20,000

 

  4,044

 

 

 

  24,044

     Legal and professional

 29,809

 

   -

 

 

 

  29,809

     Other

   285

 

   92

 

 

 

  377

 

 

 

 

 

 

 

 

Total expenses

 74,140

 

  46,067

 

    -

 

  120,207

 

 

 

 

 

 

 

 

Income/(loss) from operations

(74,140)

 

(46,067)

 

   -

 

 (120,207)

 

 

 

 

 

 

 

 

Other income/(expenses)

   -

 

    -

 

   -

 

       -

 

 

 

 

 

 

 

 

Income before income taxes

(74,140)

 

 (46,067)

 

 -

 

 (120,207)

Income taxes

    -

 

       -

 

   -

 

     -

 

 

 

 

 

 

 

 

Net income/(loss)

 $ (74,140)

 

 $(46,067)

 

 $            -   

 

 $(120,207)


13


Note 8 - Supplemental information – consolidated statements

 

November 30, 2012

 

Rainbow

 

Aslanay

 

Elim

 

Consol

ASSETS

 

 

 

 

 

 

 

     Current assets

 

 

 

 

 

 

 

     Cash

 $      234

 

 $    3,972

 

 $              -   

 

 $        4,206

     Intercompany

120,000

 

 

 

 (120,000)

 

      -

     Other current assets

 

 

6,651

 

 

 

  6,651

 

 

 

 

 

 

 

 

     Total current assets

 120,234

 

10,623

 

(120,000)

 

10,857

 

 

 

 

 

 

 

 

     Investment in subsidiary

(198,699)

 

 

 

  198,699

 

       -

 

 

 

 

 

 

 

 

     Property and equipment

 

 

 262,872

 

 

 

  262,872

 

 

 

 

 

 

 

 

Total assets

 $(78,465)

 

 $273,495

 

 $    78,699

 

 $   273,729

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Current liability

 

 

 

 

 

 

 

     Intercompany

 $           -   

 

 $120,000

 

 $(120,000)

 

 $               -   

     Other

 7,000

 

 16,174

 

 

 

  23,174

 

 

 

 

 

 

 

 

     Total current liability

7,000

 

136,174

 

 (120,000)

 

   23,174

 

 

 

 

 

 

 

 

     Loan from shareholder

 20,560

 

336,020

 

 

 

356,580

 

 

 

 

 

 

 

 

     Total liabilities

27,560

 

 472,194

 

 (120,000)

 

379,754

 

 

 

 

 

 

 

 

Stockholders Equity/(Deficit)

 

 

 

 

 

 

 

     Common stock/Share capital

5,748

 

530,495

 

(530,495)

 

 5,748

     Paid in surplus

18,852

 

 

 

 

 

  18,852

     Stock subscription

641,982

 

 

 

 

 

  641,982

     Retained Deficit

(772,607)

 

(729,194)

 

729,194

 

 (772,607)

 

 

 

 

 

 

 

 

     Total stockholders equity

(106,025)

 

(198,699)

 

 198,699

 

 (106,025)

 

 

 

 

 

 

 

 

Total liabilities and Deficit

 $(78,465)

 

 $273,495

 

 $    78,699

 

 $   273,729


14




 

Six Months Ended November 30, 2012

 

Rainbow

Aslanay

Elim

Consol

Revenue

 $           -   

 $            -   

 $            -   

 $              -   

 

 

 

 

 

Expenses:

 

 

 

 

     Exploration costs

   34,046

   344,521

 

378,567

     Office

 

    107,972

 

   107,972

     Contract labor

  40,000

    13,823

 

   53,823

     Legal and professional

   75,327

    46,056

 

121,383

     Depreciation expense

 

   27,908

 

27,908

     Rent

 

     4,493

 

4,493

     Travel

 

   19,939

 

  19,939

     Other

    585

   11,102

 

  11,687

 

 

 

 

 

Total expenses

  149,958

  575,814

      -

  725,772

 

 

 

 

 

Income/(loss) from operations

 (149,958)

 (575,814)

       -

 (725,772)

 

 

 

 

 

Other income/(expenses)

 (575,814)

     -

 575,814

          -

 

 

 

 

 

Income before income taxes

  (725,772)

 (575,814)

 575,814

  (725,772)

Income taxes

      -

      -

       -

          -

Net income/(loss)

 $(725,772)

 $(575,814)

 $575,814

 $(725,772)


Note 9 – Subsequent Events:

On December 5, 2012, the Company issued the $2,500,000 worth of shares of common stock associated with the purchase of Aslanay Madencilik Sanayi Ve Ticaret Limited Sirketi, (translated -Aslanay Mining Trade and Ind. Limited Co.).


Note 10 - New accounting pronouncements:

Recent Accounting Pronouncements

In December 2010, the FASB issued updated guidance on when and how to perform certain steps of the periodic goodwill impairment test for public entities that may have reporting units with zero or negative carrying amounts. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2010, with early adoption prohibited.  The adoption of this standard update did not impact the Company’s consolidated financial statements.

 

15



In May 2011, the FASB issued guidance to amend certain measurement and disclosure requirements related to fair value measurements to improve consistency with international reporting standards. This guidance is effective prospectively for public entities for interim and annual reporting periods beginning after December 15, 2011, with early adoption by public entities prohibited. The Company is currently evaluating this guidance, but does not expect its adoption will have a material effect on its consolidated financial statements.

 

In June 2011, the FASB issued new guidance on the presentation of comprehensive income that will require a company to present components of net income and other comprehensive income in one continuous statement or in two separate, but consecutive statements. There are no changes to the components that are recognized in net income or other comprehensive income under current GAAP. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011, with early adoption permitted.  The Company is currently evaluating this guidance, but does not expect its adoption will have a material effect on its consolidated financial statements.


16




ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION


Trends and Uncertainties.  

Demand for the registrant's products are dependent on general economic conditions, which are cyclical in nature.  Because a major portion of our activities are the receipt of revenues from our mining operations in the future, our business operations may be adversely affected by competitors and prolonged recessionary periods.  


There are no other known trends, events or uncertainties that have, or are reasonably likely to have, a material impact on our short term or long term liquidity.  Sources of liquidity will come from the sale of our products and services, as well as the private sale of our stock.  There are no material commitments for capital expenditure at this time.  There are no trends, events or uncertainties that have had or are reasonably expected to have a material impact on the net sales or revenues or income from continuing operations.  There are no significant elements of income or loss that do not arise from the registrant’s continuing operations.  There are no other known causes for any material changes from period to period in one or more line items of our financial statements.  


Capital and Source of Liquidity.   

For the six months ended November 30, 2012, we spent $290,780 on the purchase of fixed assets.  As a result, we had net cash flows from investing activities of -$290,780 for the six months ended November 30, 2012.


For the six months ended November 30, 2011, we did not pursue any investing activities.


For the period from Inception (April 22, 2011) through November 30, 2012, we purchased fixed assets of $290,780, resulting in net cash flows from investing activities of -$290,780 for the period.


For the six months ended November 30, 2012, we received stock subscriptions of $377,114 and received advances from shareholder of $351,020.  As a result, we had net cash flows from financing activities of $728,134 for the six months ended November, 2012.


For the six months ended November 30, 2011, we received proceeds from the sale of common stock of $21,600.  As a result, we had net cash flows from financing activities of $21,600 for the six months ended November 30, 2011.


For the period from inception (April 22, 2011) through November 30, 2012, we received proceeds from the sale of common stock of $24,600.  We received $641,982 from stock


17



subscriptions, and received advances from shareholder of $356,580.  As a result, we had net cash flows from financing activities of $1,023,162 for the period from inception (April 22, 2011) through November 30, 2012.


Our long-term liquidity is dependent on the continuation of operations and receipt of revenues.


Results of Operations.

For the three months ended November 30, 2012, we did not receive any revenues.  We had exploration costs of $255,034, legal and professional fees of $54,106, and office costs of $4,076.  We paid contract labor expenses of $77,560, depreciation expenses of $27,908, and rent expenses of $4,493.  We paid travel expenses of $19,939, and other general and administrative expenses of $9,387.  As a result, we had a net loss of $452,503 for the three months ended November 30, 2012.


Comparatively, for the three months ended November 30, 2011, we did not receive any revenues.  We had other general and administrative expenses of $812, and as a result had net loss of $812 for the three months ended November 30, 2011.


The $451,691 difference between the three months ended November 30, 2012 and the three months ended November 30, 2011 is a result of the company beginning operations.


For the six months ended November 30, 2012, we did not receive any revenues.  We had exploration costs of $378,567, legal and professional fees of $107,972, and office costs of $53,823.  We paid contract labor expenses of $121,383, depreciation expenses of $27,908, and rent expenses of $4,493.  We paid travel expenses of $19,939, and other general and administrative expenses of $11,687.  As a result, we had a net loss of $725,772 for the six months ended November 30, 2012.


Comparatively, for the six months ended November 30, 2011, we did not receive any revenues.  We had other general and administrative expenses of $3,350, and as a result had net loss of $3,350 for the six months ended November 30, 2011.


The $722,422 difference between the six months ended November 30, 2012 and the six months ended November 30, 2011 is a result of the company beginning operations.


For the period from Inception (April 22, 2011) through November 30, 2012, we did not receive any revenues.  We had exploration costs of $378,567, legal and professional fees of $152,269, and office costs of $53,823.  We paid contract labor expenses of $121,383, depreciation expenses of $27,908, and rent expenses of $4,493.  We paid travel expenses of $19,939, and other general and administrative expenses of $14,226.  As a result, we had a net loss of $772,608 for the period from Inception (April 22, 2011) through November 30, 2012.


18



Plan of Operation.

The registrant may experience problems, delays, expenses and difficulties, many of which are beyond the registrant’s control.  These include, but are not limited to, unanticipated problems relating to additional costs and expenses that may exceed current estimates and competition.


Critical Accounting Policies

The following accounting policies are considered critical by our management.  These and other accounting policies require that estimates be made based on assumptions and judgment, which affect revenues, expenses, assets, liabilities and disclosure of contingencies in our financial statements.  These estimates and assumptions are based on historical experience and on various other factors that are believed to be reasonable under the circumstances.  However, actual results may differ from these estimates under different and/or future circumstances.


Revenue Recognition

In general, we record revenue when persuasive evidence of an arrangement exists, services have been rendered or product delivery has occurred, and collectability is reasonably assured.  The following policies reflect specific criteria for the various revenue streams of the Company:


Revenue is recognized at the time the product is delivered or the service is performed.


Property and Equipment

Property and equipment are recorded at cost and are depreciated based upon estimated useful lives using the straight-line method. Estimated useful lives range from three to ten years.  At November 30, 2012, we believe the remaining carrying values of these assets are recoverable.


Stock-Based Compensation

We record stock based compensation in accordance with FASB ASC 718, Stock Compensation.   ASC 718 requires that the cost resulting from all share-based transactions be recorded in the financial statements and establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value-based measurement in accounting for share-based payment transactions with employees. The Statement also establishes fair value as the measurement objective for transactions in which an entity acquires goods or services from non-employees in share-based payment transactions.


Recent Pronouncements

We have determined that all recently issued accounting standards will not have a material impact on our financial statements, or do not apply to our operations.


19



Item 3.  Quantitative and Qualitative Disclosures About Market Risk


Not applicable for smaller reporting companies.



Item 4.  Controls and Procedures


During the period ended November 30, 2012, there were no changes in our internal controls over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


Evaluation of Disclosure Controls and Procedures


Under the supervision and with the participation of our management, including our chief executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of November 30, 2012.  Based on this evaluation, our chief executive officer and principal financial officers have concluded such controls and procedures to be effective as of November 30, 2012 to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms and to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.



20




PART II. OTHER INFORMATION



Item 1.   Legal Proceedings

None


Item 1A.  Risk Factors  

Not applicable for smaller reporting companies


Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

None


Item 3.   Defaults Upon Senior Securities.

None


Item 4.   Mine Safety Disclosures

Not Applicable


Item 5.   Other Information

None


Item 6.   Exhibits


Exhibit 31* - Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Exhibit 32* - Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS**    XBRL Instance Document

101.SCH**   XBRL Taxonomy Extension Schema Document

101.CAL**   XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**   XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**   XBRL Taxonomy Extension Label Linkbase Document

101.PRE**    XBRL Taxonomy Extension Presentation Linkbase Document

*  Filed herewith

**XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.




21




SIGNATURES


In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


 

 

 


RAINBOW INTERNATIONAL, CORP.

Dated: January 18, 2013

By: /s/ Donald Perks

 

Donald Perks

President, Chief Executive Officer and Chief Financial Officer





22