---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C.
20549

FORM 20-F/A

(Mark One)

______ Registration Statement Pursuant to Section 12(b) or (g)
of the Securities Exchange Act of 1934.

or

[ x ] Annual Report Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934 for the Fiscal Year Ended
December 31, 2008.

or

______ Transition Report Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act pf 1934.

For the transition period from _______to ________.

Commission file number 000-52145

Rainchief Energy
Inc.(Exact name of Registrant as specified in its
charter)

____________________________________(Translation of
Registrant's name into English)

Business Corporations Act (British
Columbia)(Jurisdiction of incorporation or organization)

#361, 1275 West 6thAvenue, Vancouver, BC, Canada,
V6H 1A6(Address of principal executive offices)

Securities registered or to be registered pursuant to Section
12(b) of the Act.

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------

Securities registered or to be registered pursuant to Section
12(g) of the Act.

Common Stock, without par value (Title of Class)

Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act.

(Title of Class)

---

Indicate the number of outstanding shares of each of the
issuer's classes of capital or common stock as of the close of the period
covered by the annual report: 23,818,852at December 31, 2008.

Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act.___ Yes [ x
] No

If this report is an annual or transition report, indicate by
check mark if the registrant is not required to filed reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 ___Yes [ x
] No

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) __[ x ]__ Yes No; and (2)
has been subject to such filing requirements for the past 90 days. [ x
] Yes ___ No.

Indicate which financial statement item the registrant elects to
follow: [ x ] Item 17 ___ Item 18.

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-accelerated filer. See
definition of accelerated filer and large accelerated filer in Rule 12b-2 of
the Exchange Act. (Check one):

Large accelerated filer ___ Accelerated filer ___
Non-accelerated filer [ x ]

If this is an annual report, indicated by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ___
Yes [ x ] No

---

|Item15. | Controls and Procedures
|------- | -----------------------

Disclosure Controls and
  Procedures

Under the supervision and
  participation of the Chief Executive Officer, the Interim Chief Financial
  Officer, has evaluated the effectiveness of our disclosure controls and
  procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act)
  as of the end of the period covered by this report. Based on that evaluation,
  the Chief Executive Officer and Chief Financial Officer have concluded that, as
  of December 31, 2008, these disclosure controls and procedures were not
  effective to ensure that all information required to be disclosed by us in the
  reports that we file or submit under the Exchange Act is: (i) recorded,
  processed, summarized and reported, within the time periods specified in the
  Commissions rule and forms; and (ii) accumulated and communicated to our
  management, including our Chief Executive Officer and Interim Chief Financial
  Officer, as appropriate to allow timely decisions regarding required disclosure,
  primarily due to the Companys minimal financial staff which prevents us from
  segregating duties, which management believes is a material weakness in our
  internal controls and procedures. We intend to address such weakness and work
  with outside advisors to improve our controls and procedures as and when the
  circumstances of the Company permit this.

Managements Annual Report on
  Internal Control Over Financial Reporting

Management is responsible for
  establishing and maintaining adequate internal control over financial reporting,
  as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). Internal
  control over financial reporting is a process designed by, or under the
  supervision of, our Chief Executive Officer and Chief Financial Officer, and
  effected by our Board, 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 generally
  accepted accounting principles.

Internal control over financial
  reporting includes those policies and procedures that (1) pertain to the
  maintenance of records that, in reasonable detail, accurately and fairly reflect
  the transactions and dispositions of the assets of the Company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
our receipts and expenditures are being made only in accordance with
authorizations of management and directors; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of our assets that could have a material effect on our financial
statements.

Because of its inherent
limitations, internal control over financial reporting may not prevent or detect
misstatements. Forward looking statements regarding the effectiveness of
internal controls during 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 and procedures may deteriorate.

Management completed an
assessment of the effectiveness of the Companys internal control over financial
reporting (ICFR) as of December 31, 2008, using the Committee of Sponsoring
Organizations of the Treadway Commission (COSO) framework as contemplated by
Rule 13a-15(c). Based on this assessment, the Company concluded that it did not
have effective internal controls over financial reporting as of December 31,
2008.

The Companys assessment of the
effectiveness of the ICFR at December 31, 2008 identified certain material
weaknesses as of that date:

| | 1. | Weakness: It is not possible to adequately
      segregate incompatible duties among the officers of the Company, because
      the Company has only two officers and one accounting consultant.
      Remediation: Appoint a new Chief Financial Officer, in addition to
      the current officers, to formally segregate the duties of maintaining
      accounting records and preparing financial statements, from the executive
      duties of the current officers. J. Robert Moynes, who has served as Chief
      Financial Officer from July 2008, will cease to serve in that position
      upon installation of a new individual as Chief Financial Officer.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 2. | Weakness:The Company is small, with only two
      officers (who also are the only directors), thereby creating a risk of
      override of existing controls by management. Remediation: Require
      the new Chief Financial Officers approval of all expenditures and other
      dispositions of assets.                                                                                                                                                                                                                                                                                                                                                            
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | 3. | Weakness: The Company maintains limited audit
      evidence in documentary form which is used to test the operating
      effectiveness of control activities. Remediation: Increase the
      documentation of expenditures and receipts, under the joint supervision of
      the new Chief Financial Officer, and the Chief Executive Officer, to
      insure received goods and third-party services conform to contract terms.                                                                                                                                                                                                                                     

---

The Company appointed a third director on June 9, 2009. This
director is independent as that term is defined by Rule 4200 (a) (15) of the
Marketplace Rules of NASDAQ and Canadian National Instrument 52-110, and will
not be involved in the day-to-day running of the Company. However, this
appointment will not result in the remediation of the weaknesses described
above. The Company intends to add additional levels of executive management and
personnel to remediate the weaknesses, in the specific manners described in
paragraphs 1 through 3 above, as and when the Company has sufficient financial
resources to effect the remediations.

This Annual Report does not
  include an attestation report of the Companys registered public accounting firm
  regarding internal control over financial reporting. Managements report was not
  subject to attestation by the Companys registered public accounting firm
  pursuant to temporary rules of the Securities and Exchange Commission that
  permit the Company to provide only managements report in this Annual
  Report.

Changes in Internal Control
  over Financial Reporting

As disclosed above, in fiscal
  2009, the Company completed its assessment of its ICFR in place for the year
  ended December 31, 2008, using the COSO framework. Although the assessment was
  completed, there were no changes in the ICFR during the 2008 fiscal year that have
  materially affected, or are reasonably likely to materially affect, the
  Companys ICFR.

SIGNATURES

The registrant hereby certifies
that it meets all of the requirements for filing on Form 20-FA and that it has
duly caused and authorized the undersigned to sign this amendment to the Annual
Report.

|                    | Rainchief Energy Inc.      
|------------------- | ---------------------------
|                    |                            
|                    |                            
|Date: June 30, 2009 | /s/
      Bradley J. Moynes
|                    | Bradley J. Moynes,         
|                    | CEO                        
|                    |                            
|                    |                            
|                    |                            
|Date: June 30, 2009 | /s/ J.
      Robert Moynes 
|                    | J. Robert Moynes,          
|                    | CFO                        

---