UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549  FORM 10-Q  (MARK ONE)  [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2011  OR  [   ] 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)  Florida27-3247562(State or other jurisdiction of(I.R.S. EmployerIncorporation or organization)Identification Number)291 La Costa Rd.Nakomis, FL34275(Address of principal executive offices)(Zip Code)  Registrants telephone number, including area code: (941) 480-1230  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.  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 (§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 [   ]  No [X]  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[   ]Accelerated filer[   ]Non-accelerated filer[   ]Smaller reporting company[X](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)  Yes [   ]  No [X]  Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 11,000,000 shares of common stock are issued and outstanding as of July 31, 2011.    TABLE OF CONTENTS

PagePART I  FINANCIAL INFORMATIONItem 1.Financial StatementsBalance Sheets (Unaudited)3Statement of Operations (Unaudited)4Statement of Stockholders Equity (Unaudited)5Statement of Cash Flows (Unaudited)6Notes to Financial Statements (Unaudited)7Item 2.Managements Discussion and Analysis of Financial Condition and Results of Operations9Item 3.Quantitative and Qualitative Disclosures About Market Risk9Item 4T.Controls and Procedures9PART II  OTHER INFORMATIONItem 1.Legal Proceedings11Item 1A.Risk Factors11Item 2.Unregistered Sales of Equity Securities and Use of Proceeds11Item 3.Defaults Upon Senior Securities11Item 4.Submission of Matters to a Vote of Security Holders11Item 5.Other Information11Item 6.Exhibits11
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this report contain or may contain forward-looking statements. These statements, identified by words such as "plan", "anticipate", "believe", "estimate", "should", "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward - looking statements. These forward-looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward-looking statements. These factors include, but are not limited to, our ability to secure suitable financing to continue with our existing business or change our business and conclude a merger, acquisition or combination with a business prospect, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. Readers should carefully review this report in its entirety, including but not limited to our financial statements and the notes thereto and the risks described in our Annual Report on Form 10-K for the fiscal year ended August 31, 2010. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the "SEC"), particularly our quarterly reports on Form 10-Q and our current reports on Form 8-K. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward-looking statements, to report events or to report the occurrence of unanticipated events.

OTHER PERTINENT INFORMATION

When used in this report, the terms, "we," the "Company," "our," and "us" refers to Rainbow Coral Corp. a Florida corporation.


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RAINBOW CORAL CORP.
Balance Sheets

June 30, 2011March 31, 2011(Unaudited)(Unaudited)ASSETSCURRENT ASSETSCash and cash equivalents$27,348$20,019Inventory9,733Total current assets37,08120,019Goodwill27,868TOTAL ASSETS$64,949$20,019LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT LIABILITIESAccounts payable and accrued liabilities$1,598$3,032Advances payable35,000Total current liabilities36,5983,032Note payable40,000TOTAL LIABILITIES76,5983,032STOCKHOLDERS (DEFICIT)Preferred Stock, $0.0001 par value; 10,000,000 shares authorized;
no shares issued and outstanding at June 30, 2011 and March 31, 2011Common Stock, $0.0001 par value; 250,000,000 authorized;
11,000,000 shares issued and outstanding at June 30, 2011 and March 31, 20111,1001,100Additional Paid-in Capital32,90032,900Accumulated Deficit(45,649)(17,013)Total stockholders' equity (deficit)(11,649)16,987TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)$64,949$20,019
The accompanying notes are an integral part of these financial statements.


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RAINBOW CORAL CORP.
Statement of Operations
(Unaudited)


|                                                     |  |                    |            |  
|---------------------------------------------------- |  | ------------------ | ---------- | -
|                                                     |  | Three months ended |           
|                                                     |  | June 30, 2011      |           
|                                                     |  |                    |            |  
|REVENUE                                              |  | $                  | 3,670      |  
|COST OF GOODS SOLD                                   |  |                    | 465        |  
|                                                     |  |                    | 3,205      |  
|                                                     |  |                    |            |  
|OPERATING EXPENSES                                   |  |                    |            |  
|Sales, general and administrative expenses           |  |                    | 31,841     |  
|                                                     |  |                    |            |  
|LOSS FROM OPERATIONS                                 |  |                    | (28,636    | )
|                                                     |  |                    |            |  
|                                                     |  |                    |            |  
|NET LOSS                                             |  | $                  | (28,636    | )
|                                                     |  |                    |            |  
|                                                     |  |                    |            |  
|NET LOSS PER COMMON SHARE  
Basic and fully diluted |  | $                  | (0.00      | )
|                                                     |  |                    |            |  
|WEIGHTED AVERAGE COMMON SHARES OUTSTANDING           |  |                    | 11,000,000 |  

The accompanying notes are an integral part of these financial statements.  4   RAINBOW CORAL CORP.
Statement of Stockholders Equity (Deficit)
(Unaudited)

AdditionalCommon StockPaid-InAccumulatedSharesAmountCapitalDeficitTotalBALANCE, MARCH 31, 201111,000,000$1,100$32,900$(17,013)$16,987Net loss(28,636)(28,636)BALANCE, JUNE 30, 201111,000,000$1,100$32,900$(45,649)$(11,649)
The accompanying notes are an integral part of these financial statements.


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RAINBOW CORAL CORP.
Statement of Cash Flows
(Unaudited)

Three months ended
June 30, 2011CASH (USED IN) OPERATING ACTIVITIES:Net loss$(28,636)Adjustments to reconcile net loss to net cash used in operating activities:Changes in operating assets and liabilities:Inventory(3,320)Accounts payable and accrued liabilities(1,944)NET CASH (USED IN) OPERATING ACTIVITIES(33,900)CASH PROVIDED BY INVESTING ACTIVITIESAcquisition of Father Fish, net of cash acquired6,229NET CASH PROVIDED BY INVESTING ACTIVITIES6,229CASH PROVIDED BY FINANCING ACTIVITIES:Proceeds from advances35,000NET CASH PROVIDED BY FINANCING ACTIVITIES35,000NET INCREASE IN CASH7,329CASH, at the beginning of the period20,019CASH, at the end of the period$27,348Supplemental Disclosures of Cash Flow Information:Cash paid during the period for:Interest$Taxes$Noncash investing and financing transactions:Acquisition of Father Fish for note payable$40,000
The accompanying notes are an integral part of these financial statements.


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RAINBOW CORAL CORP.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

June 30, 2011

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

RAINBOW CORAL CORP. (we, us, our, or the Company), a Florida corporation, was formed to build a Coral Farm facility to develop and propagate (or grow) live Coral, independent of the oceans, as a future Farm reserve against the decline of natural wild reefs. We intend to grow, harvest and distribute as many varieties of Hard and Soft sizes as possible of captive-bred Corals that are attractive, to as many consumers as possible who can maintain them in a healthy ecosystem aquarium. We believe that Coral and other marine aquarium livestock should be supplied by farms or captive breeders, rather than removed from the natural reefs. Nearly every other organism in the pet industry is captive bred. Dogs, cats, parrots, etc. are all farm raised.

The Company was incorporated on August 13, 2010 with its corporate headquarters located in Nokomis, Florida.  Through Board resolution, the Company's fiscal year has been changed from August 31 to March 31.

We were a development stage entity until June 13, 2011 when we acquired Father Fish Aquarium, Inc.  See Note 4.

NOTE 2. GOING CONCERN

The Company incurred a net loss of $28,636 during the three months ended June 30, 2011 and had net cash used in operating activities of $33,900 for the same period.  The Company does not expect to generate positive net income or generate positive cash flow from operating activities in the coming year.  The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Interim Financial Statements

The Company is currently a development stage enterprise reporting under the provisions of Accounting Standards Codification ("ASC") 915 "Development Stage Entities", which was previously Statement of Financial Accounting Standards ("SFAS") No. 7.

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included and such adjustments are of a normal recurring nature. These financial statements should be read in conjunction with the financial statements for the year ended March 31, 2011and notes thereto and other pertinent information contained in our Form 8-K the Company has filed with the Securities and Exchange Commission (the"SEC").

The results of operations for the three month period ended June 30, 2011 are not necessarily indicative of the results for the full fiscal year ending March 31, 2012.

Cash and Cash Equivalents

For the purpose of the financial statements cash equivalents include all highly liquid investments with maturity of three months or less.


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Earnings (Loss) per Share

The basic earnings (loss) per share are calculated by dividing the Company's net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per share are calculated by dividing the Company's net income (loss) available to common Shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no diluted shares outstanding for any periods reported.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Goodwill

Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and intangible assets of businesses acquired. We evaluate goodwill for impairment utilizing undiscounted projected cash flows in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 350, Intangibles  Goodwill and Other (ASC Topic 350). The Company has determined that there was no impairment of goodwill during the three months ended June 30, 2011.

Revenue and Cost Recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, product delivery has occurred or the services have been rendered, the price is fixed or determinable and collectability is reasonably assured. Revenue is recognized net of sales returns and allowances.

Recently Issued Accounting Pronouncements

The Company has adopted all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated to have a material effect on the financial position or results of operations of the Company.

NOTE 4. ACQUISITION OF FATHER FISH AQUARIUM, INC.

On June 13, 2011, Rainbow Coral Corp. entered into an agreement to purchase all of the assets and the business of Father Fish Aquarium, Inc. (Father Fish) for $50,000. Father Fish was owned and operated by Lou Foxwell, the Companys CEO and sole director. Rainbow Coral, as the surviving entity, will continue the business operations as a publicly-traded business under the same name of Rainbow Coral Corp. In the Agreement, the parties agreed that Rainbow Coral Corp would convey to Lou Foxwell at closing $10,000 cash and a note payable in the amount of $40,000.  The note bears interest at 6% per year and is payable in 16 monthly installments of $2,500 with a final balloon payment due in the 17th month.

NOTE 5. SUBSEQUENT EVENTS

We have evaluated events and transactions that occurred subsequent to June 30, 2011 through the date the financial statements were available to be issued, for potential recognition or disclosure in the accompanying financial statements. We did not identify any events or transactions that should be recognized or disclosed in the accompanying financial statements.


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

Overview

We are a Florida corporation which was formed to build a Coral Farm facility to develop and propagate (or grow) live Coral, independent of the oceans, as a future Farm reserve against the decline of natural wild reefs. We intend to grow, harvest and distribute as many varieties of Hard and Soft sizes as possible of captive-bred Corals that are attractive, to as many consumers as possible who can maintain them in a healthy ecosystem aquarium. We believe that Coral and other marine aquarium livestock should be supplied by farms or captive breeders, rather than removed from the natural reefs. Nearly every other organism in the pet industry is captive bred. Dogs, cats, parrots, etc. are all farm raised.

The Company was incorporated on August 13, 2010 with its corporate headquarters located in Nokomis, Florida.  Through Board resolution, the Company's fiscal year has been changed from August 31 to March 31.

We were a development stage entity until June 13, 2011 when we acquired Father Fish Aquarium, Inc.

Results of Operations

The following discussion should be read in conjunction with the condensed financial statements for the period ended June 30, 2011 and in conjunction with the Company's Form 8-K filed with the Securities and Exchange Commission (SEC) on June 13, 2011. Results of interim periods may not be indicative of results for the full year.

The Company was not formed until August 13, 2010; therefore, there is no basis for comparison to the results for the three months ended Juen 30, 2011.

The Company recognized revenue of $3,670 and cost of sales of $465 for the three months ended June 30, 2011 as a result of the acquisition of Father Fish.  This resulted in a loss from operations of $3,205 for that period.

General and administrative expenses were $31,841 for the six months ended June 30, 2011.

Liquidity and Capital Resources

At June 30, 2011 we had working capital of $483.

Net cash used in operating activities for the three months ended June 30, 2011 was $33,900.  We do not expect to achieve positive cash flow from operating activities in the near future.  We will require additional cash in order to fully implement our business plan.  There is no guarantee that we will be able funds when we need them or that funds will be available on terms that are acceptable to the Company.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As smaller reporting company, this information is not applicable.

ITEM 4T.  CONTROLS AND PROCEDURES

Management's Report On Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

- Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;


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- Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

- Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

As of June 30, 2011 management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of June 30, 2011.

Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Management's Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

We will create a position to segregate duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us. And, we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

We anticipate that these initiatives will be at least partially, if not fully, implemented by December 31, 2011.

Changes in internal controls over financial reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.


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PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

None.

ITEM 1A.  RISK FACTORS.

Not applicable to a smaller reporting company.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5.  OTHER INFORMATION.

None.

ITEM 6.  EXHIBITS.

31.1Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer31.2Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial and accounting officer32.1Section 1350 Certification of principal executive officer and principal financial and accounting officer101XBRL Interactive Data *
*  To be submitted by amendment

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/ Louis FoxwellLouis FoxwellPresident, Secretary, Treasurer,Principal Executive Officer,Principal Financial and AccountingOfficer and Sole DirectorDated: August 22, 2011

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