SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act
May 1, 2014
Date of Report (Date of Earliest Event Reported)
Rainbow International, Corp.
(Exact name of registrant as specified in its charter)
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| Nevada |
| 333-175337 |
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| (State or other jurisdiction of incorporation or organization) |
| (Commission File Number) |
| (I.R.S. Employer Identification Number) |
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| 17422 E. Progress Drive, Suite 107 |
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| Centennial, CO 80015 |
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| (Address of principal executive offices) |
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720-432-0214
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
EXPLANATORY NOTE
The purpose of this amendment on Form 8-K/A to the Current Report on Form 8-K filed on May 5, 2014 (the “Original Form 8-K”) by the registrant is to revise Item 5.01 to reflect additional details pertaining to the stock purchase agreement between the parties and the proposed operations of the registrant. Except as described in this Amendment, no other changes have been made to the Original Form 8-K. The Original Form 8-K continues to speak as of the date of the Original Form 8-K, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Original Form 8-K other than as expressly indicated in this Amendment.
Item 5.01
Changes in Control of Registrant
(a) On May 1, 2014, Lucia Ozer agreed to retire the 112,000,000 common shares representing 100% of the common shares she holds in the registrant. After the retirement, there will be 161,475,200 common shares and 5,000,000 Series A preferred shares issued and outstanding in the registrant.
On May 1, 2014, Donald Perks, the former officer and director of the registrant and the majority shareholder sold 57,475,200 common shares and 5,000,000 Series A preferred shares representing 100% of the common shares and preferred shares he holds in the registrant. Donald Corn utilized personal funds to purchase the common shares and Series A preferred shares for $25,000. After the retirement of the 112,000,000 common shares, Mr. Corn will hold 35.59% of the issued and outstanding common shares of the registrant and 100% of the voting Series A preferred shares resulting in a change of control in the registrant. The Series A preferred shares vote at a ratio of 100 to 1 common shares, or 500,000,000 common shares in this case. Therefore, Mr. Corn controls 84.28% of the registrant’s total issued and outstanding voting shares.
There are no arrangements or understandings between Mr. Corn and any other persons pursuant to which Mr. Corn was appointed as an officer and director of the registrant. Mr. Corn does not have a direct or indirect material interest in any currently proposed transaction in which the registrant is to be a participant and the amount involved exceeds $120,000.
The registrant intends to focus on investing in the commercial production of hemp cannabidiol (“CBD”), investing in CBD-related products and profitable CBD market niches.
Bulk CBDs: CBDs are made from the hemp plant under strict CO2 extraction procedures. Because hemp is not presently grown in Colorado or elsewhere in the US, the registrant has acquired several large sources from the EU where it can import bulk CBDs, under strict FDA-import guidelines. These CBD lines are very pure and do not contain elements that have made the CBDs from China as non-acceptable. Each bulk quantity of CBD extract will be individually laboratory-tested in the EU prior to payment and shipping to the registrant’s US location.
Once the bulk CBDs are received in the US, they will be re-formulated and shipped to bulk buyers; under a 50% pre-payment deposit, with full payment due upon delivery. The registrant presently has acquired a working relationship with over 20 companies wanting to acquire its bulk CBDs. The initial bulk CBDs will be acquired under contract for $0.078/mg of CBD ($78,000/kg) and resold for $0.098/mg to bulk clients ($98,000/kg) in kilogram lots (a kg is about the size of a 32 oz. Gatorade bottle). Eventually, based upon a large production run in late summer 2014, the registrant believes it can reduce the cost of its EU CBD contracts to around $0.038/mg ($38,000/kg) and thereafter reduce the costs to its buyers to around $0.078/mg ($78,000/kg).
Private CBDs: The registrant intends to also grow its own CBDs from hemp crops produced on contracted farming acreage along Colorado’s Front Range. These CBDs will be specifically formulated to include high concentrations of CBD and terpines.
CBDerm™ and CBDrops™: The registrant is in the process of developing CBDerm and CBDrops, products which can be applied topically (to the skin) or orally to provide relief. Management is of the opinion that CBDerm will be especially useful in helping customers with arthritic and joint pain. Simply apply the patch and leave it on for a designated period of time.
If the registrant is successful in developing its CBD product lines, it intends to seek patent protection as quickly as possible.
(b)
There are no arrangements, known to the registrant, the operation of which may at a subsequent date result in a change of control of the registrant.
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On May 1, 2014, Donald Perks, sole officer and director of the registrant, resigned in conjunction with the change of control of the registrant.
On May 1, 2014, Donald Corn was appointed the sole officer and director of the registrant. Mr. Corn has an extensive business marketing background and has been involved in developing leading edge product offerings in several industries, including the first BioTech Online database for medical researchers; the HUD HomeSource for real estate, and targeted mobile platform applications. Since then, Mr. Corn has worked as a private investor. Mr. Corn graduated from USMA in 1971. From 1971 to 1976, Mr. Corn had a distinguished career as an Officer in the Armed Forces, where he managed the largest supply and maintenance facility in the US Army; later engaged a second career as an IBM computer sales and marketing professional. Mr. Corn grew up in a large farming operation in Kansas and the Company believes he has a sufficient background to implement both hemp farming operations along the Front Range of Colorado, as well as a production/distribution and nationwide market organization to capitalize on these new growth industry.
Item 7.01
Regulation FD Disclosure
The information in this Item 7.01 is furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any information in the Report that is required to be disclosed solely by Regulation FD.
Immediately concurrently with the closing of this transaction by which Mr. Corn acquired control as set forth in Item 5.01, the registrant will cease all current operations. Moving forward and as more fully described under Item 5.01, the registrant plans to manufacture and distribute a product line of topical pain remedies using homeopathic ingredients developed from industrial cannabidiol. Additional information describing our new business model and objectives will be filed by amendment as soon as practicable.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
99.1
Stock Purchase Agreement
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
Rainbow International, Corp.
By: /s/ Donald R. Corn
Donald R. Corn
Chief Executive Officer
Dated: May 12, 2014
THE SECURITIES WHICH ARE THE SUBJECT OF THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "1933 ACT"), NOR REGISTERED UNDER ANY STATE SECURITIES LAW, AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE ISSUER.
STOCK PURCHASE AGREEMENT
THIS AGREEMENT is made and entered into this 1st day of May 2014, by and between Donald Perks (“Seller”) and Donald Corn (the “Buyer”).
In consideration of the mutual promises, covenants, representations and warranties contained herein, and other good and valuable consideration, and with the intent that, upon consummation of the transactions contemplated hereby, on the terms set forth herein, the parties hereto agrees as follows:
1.
SALE OF SECURITIES. Subject to the terms and conditions of this Agreement, Seller agrees to sell 57,475,200 common shares and 5,000,000 Series A preferred shares (the “Shares”) of Rainbow International, Corp., a Nevada corporation, (the “Issuer”) in consideration of Buyer paying Seller the sum of $25,000. As further consideration and as an inducement to Buyer agreeing to acquire the Shares, Seller waives all rights to any debt or monies due him from the Issuer.
2.
REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents and warrants to Buyer:
a.
Organization. Issuer is a corporation duly organized, validly existing, and in good standing under the laws of Nevada, and has all necessary corporate powers to own properties and carry on a business, and is duly qualified to do business and is in good standing in Nevada. All actions taken by the incorporators, directors, officers and shareholders of Issuer have been valid and in accordance with the laws of the State of Nevada.
b.
Capital. The authorized capital stock of Issuer consists of 700,000,000 common shares, $.001 par value per share and 10,000,000 preferred shares, $.001 par value. Currently there are 273,475,200 common shares and 5,000,000 preferred shares issued and outstanding. All such outstanding shares are, as of the date hereof, and at Closing, fully paid and non- assessable, free of all liens, encumbrances, options, restrictions and legal or equitable rights of others not a party to this Agreement. Other than as proved herein, there are not now, and at Closing, there will not be, any outstanding subscriptions, options, rights, warrants, convertible securities, or other agreements or commitments obligating Issuer to issue or to transfer from treasury any additional shares of its capital stock. None of the outstanding shares of Issuer are subject to any stock restriction agreements. All of the shareholders of Issuer have valid title to such shares and acquired their shares in a lawful transaction and in accordance with the laws of the State of Nevada.
c.
OTCQB Listing. The Issuer’s common stock is currently listed for trading on the OTCQB with the symbol of RNBI. The Issuer is a reporting company and current in its SEC reports.
d.
Ability to Carry Out Obligations. Issuer has the right, power, and authority to enter into and perform its obligations under this Agreement. The execution and delivery of this Agreement by Issuer and the performance by Issuer of its obligations hereunder will not cause, constitute, or conflict with or result in (a) any breach or violation or any of the provisions of or constitute a default under any license, indenture, mortgage, charter, instrument, articles of incorporation, bylaw, or other agreement or instrument to which Issuer or its shareholders are a party, or by which they may be bound, nor will any consents or authorizations of any party other than those hereto be required, (b) an event that would cause Issuer to be liable to any party, or (c) an event that would result in the creation or imposition or any lien, charge or encumbrance on any asset of Issuer or upon the securities of Issuer to be acquired by the Buyer.
e.
Full Disclosure. None of representations and warranties made by the Issuer, contain any untrue statement of a material fact, or omit any material fact the omission of which would be misleading under the circumstances by which it was made.
f.
Compliance with Laws. To the best of its knowledge, Issuer has substantially complied with, and is not in material violation of any federal, state, or local statute, law, rule and/or regulation.
g.
Litigation. Issuer is not (and has not been) a party to any suit, action, arbitration, or legal, administrative, or other proceeding, or pending governmental investigation. To the best knowledge of Issuer, there is no basis for any such action or proceeding and no such action or proceeding is threatened against Issuer. Issuer is not subject to or in default with respect to any order, writ, injunction, or decree of any federal, state, local, or foreign court, department, agency, or instrumentality.
h.
Conduct of Business. Prior to the closing, Issuer shall conduct its business in the normal course, and shall not
(1)
sell, pledge, or assign any assets
(2)
amend its Articles of Incorporation or Bylaws,
(3)
declare dividends, redeem or sell stock or other securities,
(4)
incur any liabilities,
(5)
acquire or dispose of any assets, enter into any contract, guarantee obligations of any third party, or
(6)
enter into any other transaction.
i.
Validity of Documents. All minutes, consents or other documents pertaining to Issuer to be delivered at or prior to closing shall be valid and in accordance with the laws of the State of Nevada.
j.
Title to Shares. Seller has good and marketable title to the Shares. The Shares are free and clear of all liens, security interest, pledges, charges, claims, encumbrances and restrictions of any kind. None of the Shares are subject to any voting trust or agreement. No person holds or has the right to receive any proxy or similar instrument with respect to the Shares. Except as provided in this Agreement, the Seller is not party to any agreement that offers or grants to any person the right to purchase or acquire the Shares. There is no applicable local, state or federal law, rule, regulation, or decree which would, as a result of the purchase of the Shares by the Buyer, impair, restrict or delay the Buyer’s voting rights with respect to the shares.
k.
At Closing. Issuer shall not have any material outstanding liabilities.
3.
REPRESENTATIONS AND WARRANTIES OF BUYER. Buyer represents and warrants to the Seller the following:
a.
Accredited Investor. The Buyer is an accredited investor within the meaning of United States Securities Laws and the Securities Act of 1933, as amended.
b.
Due Diligence. The undersigned has had an opportunity to ask questions of and receive answers from the Issuer or a person or persons acting on its behalf, concerning the terms and conditions of this investment and the financial condition, operations and prospects of the Issuer. Buyer understands that the Shares have not been registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws and are instead being offered and sold in reliance on exemptions from registration; and further understand that they are purchasing the Shares without being furnished any offering literature with respect to the Issuer.
4.
DOCUMENTS TO BE DELIVERED AT CLOSING.
a.
By the Issuer and Seller:
i.
The Shares to Buyer or his designee,
ii.
The resignation of Seller as an officer and director of Issuer.
iii.
All of the business and corporate records of Issuer, including but not limited to correspondence files, bank statements, checkbooks, savings account books, minutes of shareholder and directors meetings, financial statements, shareholder listings, stock transfer records, agreements and contracts.
b.
By the Buyer:
The Purchase Price in the amount of $25,000.
5.
MISCELLANEOUS PROVISIONS.
a.
Expenses. Each party shall bear all of the legal, accounting and other costs and expenses incurred by it in connection with the negotiation, preparation, execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.
b.
Further Assurances. From and after the date of this Agreement, each of the parties shall cooperate with one another, shall do and perform such actions and things, and shall execute and deliver such documents and instruments, as may be reasonable and necessary to effectuate the purposes and intents of this Agreement.
c.
Governing Law. This Agreement shall be governed by, and shall be construed and interpreted in accordance with, the laws of the State of Colorado without regard to conflict or choice of law principles. Jurisdiction and venue for any action and/or proceeding relating to or arising out of this Agreement shall be brought solely in the federal and/or state courts located in Denver County, Colorado. The prevailing party in any such action and/or proceeding shall be entitled to recover its reasonable attorney’s fees and costs from the other party.
d.
Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and arrangements, both oral and written, between the parties with respect to such subject matter. This Agreement may not be amended or modified in any manner, except by a written instrument executed by each of the parties hereto.
e.
Benefits; Binding Effect. This Agreement shall be for the benefit of, and shall be binding upon, the parties and their respective successors and assigns.
f.
Headings. The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of any or all of the provisions hereof.
g.
Counterparts; Telecopier. This Agreement may be executed in any number of counterparts and by the separate parties in separate counterparts, and via telecopier, each of which shall be deemed to constitute an original and all of which shall be deemed to constitute the one and the same instrument.
IN WITNESS WHEREOF, each of the undersigned has executed and delivered this Agreement on the date first written above.
SELLER
BUYER
/s/Donald Perks
/s/Donald Corn
____________________
_______________
Donald Perks
Donald Corn