UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q /A
Amendment No. 1
(MARK ONE)
þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended December 31, 2013
or
o TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to _________
Commission File Number: 333-169554
RAINBOW CORAL CORP.
(Exact name of registrant as specified in its charter)
Florida |
| 27-3247562 |
(State or other jurisdiction of |
| (I.R.S. Employer |
Incorporation or organization) |
| Identification Number) |
|
|
|
495 Grand Blvd., Suite 206 |
|
|
Miramar Beach, Florida |
| 32550 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (850) 269-7230
Indicate by check mark whether the registrant (1) has 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.
Yesþ Noo
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 (§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 þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o |
| Non-accelerated filer | o | Smaller reporting company | þ |
| (Do not check if smaller reporting company) |
|
| |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yeso Noþ
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 20,251,900 shares of common stock are issued and outstanding as of February 19, 2014
EXPLANATORY NOTE
The purpose of this Amendment No. 1 to our Quarterly Report on Form 10-Q for the period ended December 31, 2013 (“Form 10-Q”) is to submit Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the Interactive Data Files relating to our Form 10-Q for the period ended December 31, 2013, filed with the Securities and Exchange Commission on February 19, 2014.
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS.
2.1 | Stock Purchase Agreement, dated as of June 13, 2011, by and among Rainbow Coral Corporation and Father Fish Aquarium, Inc. (1) |
|
|
2.2 | Membership Interest Purchase Agreement, dated as of June 13, 2011 by and among Father Fish Aquarium, Inc. and Father Fish Aquarium, LLC. (1) |
|
|
3.1 | Articles of Incorporation of Rainbow Coral Corp. (2) |
|
|
3.2 | Articles of Amendment of Rainbow Coral Corp. (1) |
|
|
3.3 | Articles of Amendment of Rainbow Coral Corp. (3) |
|
|
3.4 | Bylaws of Rainbow Coral Corp. (2) |
|
|
3.5 | Articles of Incorporation of Father Fish Aquarium, Inc. (1) |
|
|
3.6 | Articles of Amendment of Father Fish Aquarium, Inc. (1) |
|
|
3.7 | Bylaws of Father Fish Aquarium, Inc. (1) |
|
|
3.8 | Articles of Organization of Father Fish Aquarium, LLC (1) |
|
|
3.9 | Articles of Amendment of Father Fish Aquarium, LLC (1) |
|
|
3.10 | Bylaws of Father Fish Aquarium, LLC (1) |
|
|
10.1 | Note from Rainbow Coral Corp. to Louis Foxwell (1) |
|
|
31.1 * | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer |
|
|
31.2 * | Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial and accounting officer |
|
|
32.1 * | Section 1350 Certification of principal executive officer and principal financial and accounting officer |
|
|
101 ** | XBRL Interactive Data |
* Previously filed or furnished.
** In accordance with Regulation S-T, the Interactive Data Files in Exhibit 101 to the Quarterly Report on Form 10-Q shall be deemed “furnished” and not “filed”.
(1) Incorporated by reference to the comparable exhibit filed with our Form 8-K filed on June 13, 2011
(2) Incorporated by reference to the comparable exhibit filed with our Registration Statement on Form S-1
(3) Incorporated by reference to the Registrant’s Form 10-K for the year ended March 31, 2013.
- 2 -
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| RAINBOW CORAL CORP. | |
|
|
|
| By: | /s/ Kimberly Palmer |
|
| Kimberly Palmer |
|
| President, Secretary, Treasurer, |
|
| Principal Executive Officer, |
|
| Principal Financial and Accounting |
|
| Officer and Sole Director |
|
|
|
| Dated: February 21, 2014 | |
- 3 -
