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RAINBOW INTERNATIONAL, CORP. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Change in Shell Company Status

September 4, 2014



Item 1.01 - Entry into a Material Definitive Agreement

On May 1, 2014, the Company entered into an oral agreement with Donald Corn, our Chief Executive Officer and the 100% owner of Checkin Homes, LLC, a Colorado land management company. Under this agreement, the Company issued Mr. Corn 3,500,000 common shares of the Company in order to purchase Checkin Homes as a wholly owned subsidiary of the Company.

Checkin Homes owns the lease on a 35 acre parcel of land near the Denver International Airport for the specific purpose of growing hemp crops licensed under the guidelines of the Colorado Department of Agriculture. This property is presently leased and Checkin Homes has been receiving rental revenue on the property since October 2013. In addition, as of June 2014, Checkin Homes has purchased and leased two smaller properties intended for hemp research and development. Checkin Homes has been receiving $1,000 per month in rental revenue from each of these properties.

Item 2.01 - Completion of Acquisition or Disposition of Assets

On May 1, 2014, the Company entered into an oral agreement with Donald Corn, our Chief Executive Officer and the 100% owner of Checkin Homes, LLC, as described above. Under this agreement, the Company is purchasing all of the assets of the Checkin Homes and operating it as a wholly owned subsidiary. The Company purchased Checkin Homes through the issuance of 3,500,000 common shares of the Company.

The Company has filed all of the information required on Form 10 under the Exchange Act on the Form 8-K/A filed with the SEC on May 28, 2014. The financial statements for Checkin Homes and the Pro Forma statements will be filed with the Form 10-K.

Item 3.02 - Unregistered Sales of Equity Securities

On May 1, 2014, the Company entered into an oral agreement with Donald Corn, our Chief Executive Officer and the 100% owner of Checkin Homes, LLC, as described above. Under this agreement, the Company issued Mr. Corn 3,500,000 common shares of the Company to purchase Checkin Homes, LLC as a wholly owned subsidiary.

These shares were issued under the private placement exemption of Section 4(a)(2). Mr. Corn has enough knowledge and experience in finance and business matters to be a "sophisticated investor", he had access to the type of information normally provided in a prospectus for a registered securities offering, and he has agreed not to resell or distribute the securities to the public.

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Item 5.06 - Change in Shell Company Status

On May 1, 2014, the Company acquired Checkin Homes, LLC from Donald Corn, our Chief Executive Officer, as a fully owned subsidiary. As a result of this acquisition, the Company has been receiving rent revenue from leased properties owned by Checkin Homes, LLC. The Company received between $2,200 and $3,000 in rent revenue per month since the acquisition.

As a result of this acquisition, the Company is no longer a shell company as defined by Rule 12b-2 of the Exchange Act as the Company can no longer be considered to have no or nominal operations and no or nominal assets.


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Source: Edgar Glimpses


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