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~~February 3028, ~~2012~~2013

-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~~April 1822, 2013: Common Stock - 58,~~747~~247,508

Rainbow International Corp

FORM 10-Q

For the quarterly period ended ~~November~~February 3028, ~~2012~~2013

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		1716
Item 3. Quantitative and Qualitative Disclosure About Market Risk		1918
Item 4. Controls and Procedures		1918

PART II – OTHER INFORMATION

Item 1. Legal Proceedings		2120
Item 1A. Risk Factors		2120
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		2120
Item 3. Defaults upon Senior Securities		2120
Item 4. Mine Safety Disclosures		2120
Item 5. Other Information		2120
Item 6. Exhibits		2120
SIGNATURES		2221

RAINBOW INTERNATIONAL CORP.

(AAn ~~Development~~Exploration 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

February 28, 2013 and May 31, 2012


	*2/28/2013 (Unaudited*	*5/31/2012 (Audited)*
ASSETS
Current assets:
Cash	$ 11,344	$ 78
Cash held in trust	(437)	243,114
Total current assets	10,907	243,192

Property and equipment, net	234,496	-

Other Assets
Other assets	6,651	5,000
Total Other Assets	6,651	5,000
Total assets	$ 252,054	$ 248,192

LIABILITIES
Current liabilities:
Advances from shareholder	$ 518,590	$ 5,560
Other	23,735
Total current liabilities	542,325	5,560
Total liabilities	542,325	5,560

STOCKHOLDERS' EQUITY
Common stock, $0.001 par value, 75,000,000 authorized, 8,247,508 and 3,500,000 shares issued and outstanding	8,248	3,540
Capital in excess of par value	658,334	21,060
Stock subscription	-	264,867
Deficit accumulated during the development stage	(956,853)	(46,835)
Total stockholders' equity	(290,271)	242,632
Total liabilities and stockholders' deficit	$ 252,054	$ 248,192

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

RAINBOW INTERNATIONAL CORP.

(AAn ~~Development~~Exploration Stage Company)

Consolidated Statements of Operations (Unaudited)

					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

For the three and nine months ended February 28, 2013 and February 29, 2012


	*Three Months Ended February 28, 2013*	*Three Months Ended February 29, 2012*	*Nine Months Ended February 28, 2013*	*Nine Months Ended February 29, 2012*	*Cumulative, Inception, April 22, 2011 Through February 28, 2013*
Sales	$ -	$ -	$ -	$ -	$ -
Cost of Sales	-	-	-	-	-
Gross Profit	-	-	-	-	-
General and administrative expenses:
Exploration costs	51,273		429,840		429,840
Legal and professional fees	25,624		147,007		177,893
Office costs	(7,754)		100,218		46,069
Contract labor	40,776		94,599		162,159
Depreciation	28,376		56,284		56,284
Rent	7,813		12,306		12,306
Travel	4,025		23,964		23,964
Other general and administrative	34,112	19,220	45,800	22,570	48,338
Total operating expenses	184,245	19,220	910,018	22,570	956,853
(Loss) from operations	(184,245)	(19,220)	(910,018)	(22,570)	(956,853)
Other income (expense):
Interest Income					-
Interest (expense)
(Loss) before taxes	(184,245)	(19,220)	(910,018)	(22,570)	(956,853)
Provision (credit) for taxes on income	-	-	-		-
Net (loss)	$ (184,245)	$ (19,220)	$ (910,018)	$ (22,570)	$ (956,853)
Basic earnings (loss) per common share	$ (0.03)	$ (0.01)	$ (0.15)	$ (0.01)
Weighted average number of shares outstanding	5,873,754	3,540,000	5,873,754	3,255,237

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

RAINBOW INTERNTIONAL CORP.

(AAn ~~Development~~Exploration 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	$ -	$ -	$ -

For the nine months ended February 28, 2013 and February 29, 2012


	*Nine Months Ended February 28, 2013*	*Nine Months Ended February 29, 2012*	*Cumulative, Inception, April 22, 2011 Through February 28, 2013*
Cash flows from operating activities:
Net (loss)	$ (910,018)	$ (22,570)	$ (956,853)
Adjustments to reconcile net (loss) to cash provided (used) by developmental stage activities:
Depreciation	56,284		56,284
Rounding	1
Change in current assets and liabilities:
Inventory
Other assets	(1,651)	(5,281)	(6,651)
Accounts payable and accrued expenses	23,735		23,735
Net cash flows from operating activities	(831,649)	(27,851)	(883,485)
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	641,981	21,600	666,582
Stock subscription	(264,867)
Advances/(payments) from shareholder	513,030	3,500	518,590
Net cash flows from financing activities	890,144	25,100	1,185,172
Net cash flows	(232,285)	(2,751)	10,907
Cash and equivalents, beginning of period	243,192	3,100	-
Cash and equivalents, end of period	$ 10,907	$ 349	$ 10,907

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.

RAINBOW INTERNATIONAL CORP.

(An ~~exploration~~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~~2012 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.

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~~February 3028, ~~2012~~2013, 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 activities will be successful. Accordingly, we must rely on our officers to perform essential functions without compensation until a business operation can be commenced.

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


	2011	2012
Refundable Federal income tax attributable to:
Current operations	$ (136)	$ (15,788)
Less, Nondeductible expenses	0	0
Less, Change in valuation allowance	136	15,788
Net refundable amount	0	0

2012

Refundable Federal income tax attributable to:

Current operations

$(136)

$(15,788)

Less, Nondeductible expenses

-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


	2011	2012
Deferred tax asset attributable to:
Net operating loss carryover	$ 136	$ 15,924
Less Valuation allowance	(136)	(15,924)
Net deferred tax asset	0	0

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.

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. On December 5, 2012, the Company issued these shares.

Note 5 – Related Party Transactions:

During 2011, a ~~Director~~majority shareholder 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.~~9

During 2012, a majority shareholder 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~~majority shareholder of the Company loaned the Company $351,020. The loan carries no stated interest and is due on demand.

~~The~~During ~~balance~~the ofperiod ~~these~~December ~~related~~1, ~~party~~2012 ~~transactions~~to onFebruary ~~November~~28, 302013, ~~2012~~a ~~was~~majority shareholder of the Company loaned the Company $~~356~~167,~~580~~570. The loan carries no stated interest and is due on demand.

The balance of these related party transactions on February 28, 2013 was $ 518,590.

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.

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.

1110

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

	Rainbow	~~Aslanay~~	~~Elim~~Aslanay	~~Consol~~	Elim	Consol
ASSETS
Current assets
Cash	$ 203,102	~~$128,585~~	$ -128,585	~~$331,687~~	$ -	$ 331,687
Intercompany	30,000		~~(30,000)~~	-	(30,000)	-
Other current assets		~~6,651~~	6,651	~~6,651~~		6,651
Total current assets	233,102	~~135,236~~	~~(30~~135,~~000)~~236	~~338,338~~	(30,000)	338,338
Investment in subsidiary	377,115		~~(377,115)~~	-	(377,115)	-
Property and equipment		~~276,740~~	276,740	~~276,740~~		276,740
Total assets	$ 610,217	~~$411,976~~	$~~(407~~ 411,~~115)~~976	~~$615,078~~	$(407,115)	$ 615,078
LIABILITIES AND EQUITY
Current liability
Intercompany	$ -	~~$ 30,000~~	$( 30,000)	~~$ -~~	$ (30,000)	$ -
Other	560	~~4,862~~	4,862	~~5,422~~		5,422
Total current liability	560	~~34,862~~	~~(30~~34,~~000)~~862	~~5,422~~	(30,000)	5,422
Total liabilities	560	~~34,862~~	~~(30~~34,~~000)~~862	~~5,422~~	(30,000)	5,422
Stockholders Equity
Common stock/Share capital	3,540	~~530,495~~	(530,495)	~~3,540~~	(530,495)	3,540
Paid in surplus	21,060			~~21,060~~		21,060
Stock subscription	641,982			~~641,982~~		641,982
Retained Deficit	(56,925)	~~(153,380)~~	(153,380)	~~(56,925)~~	153,380	(56,925)
Total stockholders equity	609,657	377,115	(377,115)	609,657
Total stockholders' equity	609,657		377,115		(377,115)	609,657
Total liabilities and equity	$ 610,217	~~$411,976~~	$~~(407~~ 411,~~115)~~976	~~$615,078~~	$(407,115)	$ 615,078


	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)

	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)

Note 8 - Supplemental information – consolidated statements

	November 30, 2012
	February 28, 2013
	Rainbow	Aslanay	Elim	Consol
ASSETS
Current assets
Cash	$ ~~234~~(437)	$ 311,~~972~~344	$ -	$ 410,~~206~~907
Intercompany	120,000		(120,000)	-
Other current assets		6,651		6,651
Total current assets	~~120~~119,~~234~~563	1017,~~623~~995	(120,000)	1017,~~857~~558
Investment in subsidiary	(~~198~~332,~~699~~273)		~~198~~332,~~699~~273	-
Property and equipment		~~262~~234,~~872~~496		~~262~~234,~~872~~496
Total assets	$(78212,~~465~~710)	$~~273~~ 252,~~495~~491	$ 78212,~~699~~273	$ ~~273~~252,~~729~~054
LIABILITIES AND EQUITY
Current liability
Intercompany	$ -	$ 120,000	$(120,000)	$ -
Other	7,~~000~~561	16,174		23,~~174~~735
Total current liability	7,~~000~~561	136,174	(120,000)	23,~~174~~735
Loan from shareholder	2070,~~560~~000	~~336~~448,~~020~~590		~~356~~518,~~580~~590
Total liabilities	2777,~~560~~561	~~472~~584,~~194~~764	(120,000)	~~379~~542,~~754~~325
Stockholders Equity/(Deficit)
Common stock/Share capital	58,~~748~~248	530,495	(530,495)	58,~~748~~248
Paid in surplus	18658,~~852~~334			18658,~~852~~334
Stock subscription	~~641,982~~-			~~641,982~~-
Retained Deficit	(~~772~~956,~~607~~853)	(~~729~~862,~~194~~768)	~~729~~862,~~194~~768	(~~772~~956,~~607~~853)
Total stockholders equity	(106,025)	(198,699)	198,699	(106,025)
Total stockholders' equity	(290,271)	(332,273)	332,273	(290,271)
Total liabilities and Deficit	$(78212,~~465~~710)	$~~273~~ 252,~~495~~491	$ 78212,~~699~~273	$ ~~273~~252,~~729~~054

1413

	Six Months Ended November 30, 2012
	Nine Months Ended February 28, 2013
	Rainbow	~~Aslanay~~	~~Elim~~Aslanay	~~Consol~~	Elim	Consol
Revenue	$ -	~~$ -~~	$ -	~~$ -~~	$ -	$ -
Expenses:
Exploration costs	3445,~~046~~825	~~344,521~~	384,015	~~378,567~~		429,840
Office		~~107,972~~	100,218	~~107,972~~		100,218
Contract labor	4060,000	~~13,823~~	34,599	~~53,823~~		94,599
Legal and professional	7594,~~327~~044	~~46,056~~	52,963	~~121,383~~		147,007
Depreciation expense		~~27,908~~	56,284	~~27,908~~		56,284
Rent		~~4,493~~	12,306	~~4,493~~		12,306
Travel		~~19,939~~	23,964	~~19,939~~		23,964
Other	~~585~~760	~~11,102~~	45,039	~~11,687~~		45,799
Total expenses	~~149~~200,~~958~~629	~~575,814~~	-709,388	~~725,772~~	-	910,017
Income/(loss) from operations	(~~149~~200,~~958~~629)	~~(575,814)~~	-(709,388)	~~(725,772)~~	-	(910,017)
Other income/(expenses)	(~~575~~709,~~814~~388)	-	~~575,814~~-	-	709,388	-
Income before income taxes	(~~725~~910,~~772~~017)	~~(575,814)~~	~~575~~(709,~~814~~388)	~~(725,772)~~	709,388	(910,017)
Income taxes	-	-	-	-	-	-
Net income/(loss)	$(~~725~~910,~~772~~017)	~~$(575,814)~~	$~~575~~(709,~~814~~388)	~~$(725,772)~~	$ 709,388	$ (910,017)

Note 9 –- ~~Subsequent~~New ~~Events~~accounting pronouncements:

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.

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.

1615

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~~nine months ended ~~November~~February 3028, ~~2012~~2013, we ~~spent~~purchased ~~$290,780 on the purchase of~~ fixed assets~~. As~~ aof ~~result~~$290,780, weresulting ~~had~~in net cash ~~flows~~used ~~from~~by investing activities of -$290,780 for the ~~six~~period. For the nine months ended ~~November~~February 3029, 2012, we did not pursue any investing activities.

For the ~~six~~nine months ended ~~November~~February 3028, ~~2011~~2013, we ~~did~~received ~~not~~$641,981 ~~pursue~~as ~~any~~proceeds ~~investing~~from the sale of common stock. We spent $264,867 on stock subscriptions, and received advances from a shareholder of $513,030. As a result, we had net cash flows from financing activities of $890,144 for the nine months ended February 28, 2013.

For the ~~period~~nine ~~from~~months ~~Inception~~ended ~~(April~~February 2229, ~~2011)~~2012, ~~through~~we ~~November~~received 30$21,600 ~~2012,~~as weproceeds ~~purchased~~from ~~fixed~~the ~~assets~~sale of common stock and $~~290~~3,~~780~~500 as advances from a shareholder. As a result, ~~resulting~~we inhad net cash flows from ~~investing~~financing activities of -$~~290~~25,~~780~~100 for the ~~period~~nine months ended February 29, 2012.

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

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~~We ~~the~~have ~~three months ended November 30, 2012, we did~~ not ~~receive~~yet earned 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, 2011.16

~~The~~For the three months ended February 28, 2013, we had exploration costs of $~~451~~51,~~691~~273, ~~difference~~legal ~~between~~and ~~the~~professional ~~three~~fees ~~months~~of ~~ended~~$25,624, ~~November~~and 30gained $7,754 ~~2012~~on office costs. We spent $40,776 on contract labor, and ~~the~~$28,376 ~~three~~on ~~months~~depreciation. We ~~ended~~spent ~~November~~$7,813 30on rent, ~~2011~~$4,025 ison travel, and $34,112 on other general and administrative expenses. As a result, we had a net loss of $184,245 for the ~~company~~three ~~beginning~~months ~~operations~~ended February 28, 2013.

~~For~~Comparatively, for the ~~six~~three months ended ~~November~~February 3029, 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 $1119,~~687. As a result~~220, weresulting ~~had~~in a net loss of $~~725~~19,~~772~~220 for the ~~six months ended November 30, 2012~~period.

~~Comparatively,~~Our ~~for~~operations were minimal during the ~~six~~three months ended ~~November~~February 3029, ~~2011,~~2012. Our weoperating ~~did~~costs ~~not~~have ~~receive~~dramatically ~~any~~increased ~~revenues. We~~due ~~had~~to ~~other~~the ~~general~~costs ~~and administrative expenses~~ of ~~$3,350,~~exploration and ~~as a result had net loss~~ of ~~$3,350~~operating ~~for~~ the ~~six months ended November 30, 2011~~business.

~~The~~For the nine months ended February 28, 2013, we had exploration costs of $~~722~~429,~~422~~840, ~~difference~~legal ~~between~~and ~~the~~professional ~~six~~fees ~~months~~of ~~ended~~$147,007, ~~November~~and 30spent $100,218 ~~2012~~on office costs. We spent $94,599 on contract labor, and ~~the~~$56,284 ~~six~~on ~~months~~depreciation. We ~~ended~~spent ~~November~~$12,306 30on rent, ~~2011~~$23,964 ison travel, and $45,800 on other general and administrative expenses. As a result, we had a net loss of $910,018 for the ~~company~~nine ~~beginning~~months ~~operations~~ended February 28, 2013.

~~For~~Comparatively, for the ~~period~~nine ~~from~~months ~~Inception~~ended ~~(April~~February 2229, ~~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 $1422,~~226. As a result~~570, weresulting ~~had~~in a net loss of $~~772~~22,~~608~~570 for the period ~~from Inception (April 22, 2011) through November 30, 2012~~.

18Our operations were minimal during the nine months ended February 29, 2012. Our operating costs have dramatically increased as a result of increased exploration costs and the costs of operating the business.

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~~February 3028, ~~2012~~2013, 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.

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~~February 3028, ~~2012~~2013, 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~~February 3028, ~~2012~~2013. Based on this evaluation, our chief executive officer and principal financial officers have concluded such controls and procedures to be effective as of ~~November~~February 3028, ~~2012~~2013 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.

2019

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.

2120

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
Dated: April 22, 2013	By: /s/ Donald Perks
	Donald Perks President, Chief Executive Officer and Chief Financial Officer

2221

Filing Compare · RAINBOW INTERNATIONAL, CORP.