UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
  FORM
20-F
 (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)
   BusinessCorporationsAct
(British Columbia)
 
 (Jurisdiction
of incorporation or organization)
   #361,
1275 West 6th
Avenue,   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: 23,818,852
at December 31, 2008.
  1
  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




2


Rainchief
      Energy Inc.Table
      of ContentsPart
      IPage
      No.Item
      1.  Identity of Directors, Senior Management and
      Advisors
              5Item
      2.  Offer Statistics and Expected Timetable
              5Item
      3.  Key Information
              5Item
      4.  Information on the Company
              11Item
      5.  Operating and Financial Review and Prospects
              12Item
      6.  Directors, Senior Management and Employees
              15Item
      7.  Major Shareholders and Related Party
      Transactions
              17Item
      8.  Financial Information
              18Item
      9.  The Offer and Listing
              19Item
      10. Additional Information.
              20Item
      11.  Quantitative and Qualitative Disclosures About Market
      Risk
              29Item
      12.  Description of Securities Other Than Equity
      Securities
              29Part
      IIItem
      13.  Defaults, Dividend Arrearages and
    Delinquencies
              30Item
      14.  Material Modifications to the Rights of Security Holders
      and Use of Proceeds
              30Item
      15   Controls and Procedures
              30Item
      16   [Reserved by SEC]
              31Item
      16A Audit Committee Financial Expert
              31Item
      16B Code of Ethics
              31Item
      16C Principal Accountant Fees and Services
              31Item
      16D Exemptions from the Listing Standards for Audit
    Committees
              32Item
      16E Purchases of Equity Securities by the Issuer and Affiliated
      Purchasers
              32Item
      16F. Change in Registrant’s Certifying Accountant.
              32Item
      16G. Corporate Governance.
              32
  3
  Part
      IIIItem
      17.  Financial Statements
              33Item
      18.  Financial Statements
              33Item
      19.  Exhibits
              33Signatures
              34


4




PART
I




Introduction.  Rainchief
Energy Inc. (together with its subsidiaries, referred to as “Rainchief,”
“Company”, “we”, “our” or “us”), is a British Columbia corporation incorporated
on December 28, 2000. The business endeavor will seek to identify for evaluation
undervalued oil and gas properties in Western Canada for possible
acquisition.   The Company announced on January 23, 2009 a
material change notifying investors it has changed its name from Black Diamond
Brands Corp. and has changed its business from marketing and distribution of
wine and spirits to the oil and gas industry.




Item
1.  Identity of Directors, Senior Management and
Advisors.  The President & CEO of the Company is Bradley J.
Moynes, #361, 1275 West 6th
Avenue, Vancouver, BC, Canada, V6H 1A6; and the interim CFO of the Company is J.
Robert Moynes, #361-1275 West 6th
Ave. Vancouver, BC, Canada, V6H-1A6. and William E. Pfaffenberger is a Director
of the Company, #4-4522 Gordon Point Drive, Victoria, BC, V8N-6L4. See Item 6
for further information.




The
Company’s registered independent auditors are Watson Dauphinee & Masuch,
Chartered Accountants, Suite 420, 1501 West Broadway, Vancouver, British
Columbia, Canada, V6J-4Z6.  For further information, see Item 16C and
the consolidated financial statements under Item 8.




Item
      2.
            Offer
      Statistics and Expected Timetable.  Not
      applicable.




Item 3
            Key
      Information




A.
            Selected
      Financial Data.




The
following selected information should be read in conjunction with the Company’s
financial statements, and notes, filed with this Form 20-F.  This
information, and all other financial information in this Form 20-F, is stated in
Canadian dollars unless otherwise noted.




The
financial information is presented on the basis of generally accepted accounting
principles in Canada.  With respect to the Company’s consolidated
financial statements, there are no material differences from applying these
principles compared to applying United States generally accepted accounting
principles.  Please see note 16 of the consolidated financial
statements.




5




Selected
Consolidated Financial and Operating Data.




Year
      Ended December 31,Operating
      Data
            
            2008
            
            
            2007
            
            
            2006
            
            
            2005
            
            
            2004$
            
            
            
            $
            
            
            
            $
            
            
            
            $
            
            
            
            $Sales(discontinued
      operations)
            
            
            14,767
            
            
            
            3,965
            
            
            
            5,105
            
            
            
            124,847
            
            
            
            291,091Gross
      profit, net cost of sales(discontinued
      operations)
            
            
            (28,584
            )
            
            
            1,000
            
            
            
            3,204
            
            
            
            36,176
            
            
            
            123,516(Net
      loss)
            
            
            (485,973
            )
            
            
            (524,780
            )
            
            
            (440,672
            )
            
            
            (273,567
            )
            
            
            (118,432
            )(Loss)
      per common share – basic & diluted
            
            
            (0.03
            )
            
            
            (0.04
            )
            
            
            (0.04
            )
            
            
            (0.03
            )
            
            
            (0.01
            )Number
      of shares outstanding
            
            
            23,818,852
            
            
            
            17,418,852
            
            
            
            13,577,223
            
            
            
            10,735,447
            
            
            
            9,168,780As
      at December 31,Balance
      Sheet Data
            
            2008
            
            
            2007
            
            
            2006
            
            
            2005
            
            
            2004$
            
            
            
            $
            
            
            
            $
            
            
            
            $
            
            
            
            $Current
      Assets
            
            
            34,205
            
            
            
            79,862
            
            
            
            104,245
            
            
            
            46,150
            
            
            
            170,415Current
      Liabilities
            
            
            344,822
            
            
            
            451,077
            
            
            
            269,931
            
            
            
            194,375
            
            
            
            212,894Total
      Assets
            
            
            64,737
            
            
            
            112,313
            
            
            
            113,145
            
            
            
            55,517
            
            
            
            190,465Share
      Capital
            
            
            2,031,174
            
            
            
            1,567,600
            
            
            
            1,025,342
            
            
            
            599,198
            
            
            
            369,170Accumulated  Deficit
            
            
            (2,401,737
            )
            
            
            (1,915,764
            )
            
            
            (1,390,984
            )
            
            
            (950,312
            )
            
            
            (676,745
            )Dividends
      per common share
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            0






Exchange
Rates.




The
Company’s consolidated financial statements are stated in Canadian
dollars.  The Company realized a loss on foreign exchange of $7,597
and a loss of $6,664 for the years ended December 31, 2008 and 2006
respectively, and a gain of $15,933 for the year ended December 31,
2007.  These losses, and the gain, were due to currency exchange rate
fluctuations between the Canadian and United States dollar.




6




In this
Form 20-F/A, references to “dollars”, “$” or “Cdn$” are to Canadian dollars,
unless otherwise specified.  Reference to “US$” refers to United
States dollars. The Bank of Canada closing exchange rate on December 31, 2008
was Cdn$0.8210 per US$1.00.Since June 1, 1970, the government of Canada has
permitted a floating exchange rate to determine the value of the Canadian dollar
as compared to the United States dollar.  For the past five fiscal
years ended December 31, and for the period between January 1, 2008 and December
31, 2008, the following exchange rates were in effect for Canadian dollars
exchanged for United States dollars, expressed in terms of United States dollars
(based on the noon buying rates in New York City, for cable transfers in
Canadian dollars, as certified for customs purposes by the Federal Reserve Bank
of New York):




Year
      Ended
            
            AverageDecember
      31, 2004
            
            $
            1.3015December
      31, 2005
            
            $
            1.2116December
      31, 2006
            
            $
            1.1340December
      31, 2007
            
            $
            1.0747December
      31, 2008
            
            $
            1.0660




Month
      ended
            
            High
            
            
            LowJanuary
      31, 2008
            
            $
            0.9852
            
            
            $
            0.9940February
      28, 2008
            
            $
            0.9964
            
            
            $
            1.0047March
      31, 2008
            
            $
            0.9935
            
            
            $
            1.0035April
      30, 2008
            
            $
            0.9824
            
            
            $
            0.9904May
      31, 2008
            
            $
            0.9966
            
            
            $
            1.0039June
      30, 2008
            
            $
            0.9806
            
            
            $
            0.9873July
      31, 2008
            
            $
            0.9838
            
            
            $
            0.9904August
      31, 2008
            
            $
            0.9449
            
            
            $
            0.9522September
      30, 2008
            
            $
            0.9401
            
            
            $
            0.9505October
      31, 2008
            
            $
            0.8386
            
            
            $
            0.8551November
      30, 2008
            
            $
            0.8121
            
            
            $
            0.8285December
      31, 2008
            
            $
            0.8034
            
            
            $
            0.8165


B.
              Capitalization
      and Indebtedness.





The
following table sets forth our capitalization as of December 31, 2008,
using:





·
            23,818,852
      shares outstanding on an actual
basis; and


·
            23,818,852
      shares outstanding on an as-adjusted basis to reflect changes through May
      31, 2009.




On July
9, 2008, the Company completed a brokered private placement of 1,000,000 units
at a price of US$0.15 per unit, raising gross proceeds of $153,810
(US$150,000).  One unit consists of one common share and one share
purchase warrant.  One warrant entitles the holder to purchase one
additional common share of the Company exercisable at a price of US$0.25 per
share until June 15, 2009.  The Company paid finders’ fees in the
amount of $15,381 (US$15,000) and issued 100,000 share purchase warrants to the
finder.





On
November 14, 2008, the Company completed a non-brokered private placement of
200,000 units at a price of US$0.10 per unit, raising gross proceeds of $24,708
(US$20,000).  One unit consists of one common share




7




and one
share purchase warrant.  One warrant entitles the holder to purchase
one additional common share of the Company exercisable at a price of US$0.15 per
share until November 5, 2009.





On
December 19, 2008 the Company completed a non-brokered private placement of
50,000 units at a price of US$0.10 per unit, raising gross proceeds of $6,110
(US$5,000). One unit consists of one common share and one share purchase
warrant. One warrant entitles the holder to purchase one additional common share
of the Company exercisable at a price of US$0.15 per share until December 1,
2009.





You
should read this information together with our consolidated financial
statements, including the related notes, and Item 5, “Operating and Financial
Review and Prospects.”








Dec.
      31, 2008
            
            
            As
      adjusted
              May
      31,
              2009*(audited)
            
            
            (unaudited)$
            
            
            $Cash
      and cash equivalents
            
            
            23
            
            
            
            17,879Long-term
      obligations, less current portion
            
            
            -
            
            
            
            -Shareholders’
      deficiencyShare
      capital, without par value(December
      31, 2007 $1,567,600)
            
            
            2,031,174
            
            
            
            2,098,674Contributed
      Surplus
            
            
            90,478
            
            
            
            91,765Accumulated
      deficit
            
            
            2,401,737
            
            
            
            2,467,737Shareholders’
      deficiency
            
            
            280,085
            
            
            
            277,298Total
      Capitalization (long-term debt plus shareholders’
    deficiency)
            
            
            280,085
            
            
            
            277,298





None of
the capitalization referred to above is secured or guaranteed. All amounts in
respect of capitalization including long term debt are unsecured and not
guaranteed.





Capitalization
at May 31, 2009 reflects receipt of $125,000 from sale of equity subsequent to
December 31, 2008.  See Note 13(b) (Subsequent Events) to the
consolidated financial statements included with this Report.




C.
                  Reasons
      for the Offer and Use of Proceeds.  Not
  applicable.




D.
                Forward
      Looking-Statements and Risk
Factors.




Forward-looking
Statements.  In this document, we are showing you a picture
which is part historical (events which have happened) and part predictive
(events which we believe will happen).  Except for the historical
information, all of the information in this document make up "forward looking"
statements.  Specifically, all statements (other than statements of
historical fact) regarding our financial position, business strategy and plans
and objectives are forward-looking statements.  These forward-looking
statements are based on the beliefs of management, as well as assumptions made
by and information currently available to management.  These
statements involve known and unknown risks, including the risks inherent in the
oil and gas business as well as risks related to adverse
general  economic conditions, accurately forecasting operating and
capital expenditures and capital needs, successful anticipation of competition
which may not yet be fully developed, and other business
conditions.  Our use of the words "anticipate", "believe", "estimate",
"expect", "may", "will", "continue" and "intend", and similar words or phrases,
are intended to identify forward-looking statements (also known as "cautionary
statements").  These statements reflect our current views with respect
to future




8




events.  They
are subject to the realization in fact of assumptions, but what we now believe
will occur may turn out to be inaccurate or incomplete.  We cannot
assure you that our expectations will prove to be correct.  Actual
operating results and financial performance may prove to be very different from
what we now predict or anticipate.  The "risk factors" below
specifically address all of the factors now identifiable by us that may
influence future operating results and financial performance.






Risk
Factors.




Risks
Related to the Business.




We have
a history of operating losses and need additional capital to implement our
business plan.  For the year ended December 31, 2008, we
recorded a net loss of $485,973 from operations compared to a net loss of
$524,780 for the year ended December 31, 2007 and a net loss of $440,672 for the
year ended December 31, 2006.  The financial statements have been
prepared using Canadian generally accepted accounting principles applicable to a
going concern.  However, as shown in note 1 to the consolidated
financial statements, our ability to continue operations is
uncertain.




The
Company continues to incur operating losses, and has a consolidated deficit of
$2,401,737 as at December 31, 2008. Operations for the year ended December 31,
2008 have been funded primarily from the issuance of share capital and the
continued support of creditors.Historically,
we have met working capital needs primarily by selling equity to Canadian
residents, and from loans (including loans from relatives of principal
shareholders).  We estimate that we will require at least $500,000 to
begin a series of undervalued oil and gas property acquisitions in Western
Canada.  The funds required are to pay for license transfer fees,
purchase existing wellbores and to bid on the property Landsales and if
successful pay for the land lease to the Crown.  All land in the
Province of Alberta is owned by the Crown and is leased to the highest bidder
through a public Landsale auction system.  A full implementation of
our business plan for these property acquisitions will be delayed until the
necessary capital is raised. See Item 5, “Operating
and Financial Review and Prospects.”




Our
entry into the oil and gas property acquisition business may not be successful
and there are risks attendant to these activities which are different from our
wine distribution business.  The Company intends to retain a
third party oil and gas specialist (Scott Henderson) to assist the Company by
identifying undervalued oil and gas interests in Western Canada that might be
appropriate to acquire.  The individual will have experience in the
petroleum industry and be responsible for all operations of the newly
established 100% subsidiary Point Grey Energy Inc., as our current officers and
directors (Bradley Moynes and Robert Moynes) have limited experience in the oil
and gas business. The Company has not finalized terms of the managment agreement
with Mr. Henderson as of the date this Report is filed.




The oil
and gas property acquisition business is highly competitive, and is populated
with many companies, large and small, with the capital and expertise to
evaluate, purchase, and exploit producing and non-producing
opportunities.  Even with capital and experience, the industry risks
of drilling dry holes and cost overruns are
significant.  Environmental compliance is an increasingly complex and
costly burden to entry for many new exploration areas, and often times, and even
if permits are obtained, they are sufficiently restrictive that a property
cannot be explored to its full potential.




We may
not be able to locate acquisition opportunities, or finance those we
can.  We offer no assurance that our entry into this business activity
will be successful.  Pursuant to a Rights Purchase Agreement dated
November 14, 2008, the Company agreed to acquire certain oil and gas rights in a
property located in the Montag area of Alberta (the “Montag Property”) for a
total consideration of $40,500. The acquisition is pending on the resolution of
a dispute between the vendor and the underlying owner and operator of the Montag
Property with respect to the vendor’s entitlement to a working interest in the
Montag Property.  The




9




amount
paid by the Company for the property interest has been written off due to
current uncertainty of ownership (see Note 5 to the consolidated financial
statements in this Report), and ownership of the interest is the subject of
litigation in the Judicial District of Calgary (to which neither the Company nor
its subsidiary Point Grey are parties).




Risks
Related to Our Stock.




If we
have to raise capital by selling securities in the future, your rights and the
value of your investment in the Company could be reduced.  If
we issue debt securities, the lenders would have a claim to our assets that
would be superior to the stockholder rights.  Interest on the debt
would increase costs and negatively impact operating results.  If we
issue more common stock or any preferred stock, your percentage ownership will
decrease and your stock may experience additional dilution, and the holders of
preferred stock (called preference securities in Canada) may have rights,
preferences and privileges which are superior to (more favorable) the rights of
holders of the common stock.  It is likely the Company will sell
securities in the future.  The terms of such future transactions
presently are not determinable.




If the
market for our common stock is illiquid in the future, you could encounter
difficulty if you try to sell your stock.  Our stock trades on
the “OTC.BB” but it is not actively traded.  If there is no active
trading market, you may not be able to resell your shares at any price, if at
all.  It is possible that the trading market in the future will
continue to be "thin" or "illiquid," which could result in increased price
volatility.  Prices may be influenced by investors' perceptions of us
and general economic conditions, as well as the market for energy companies
generally.   Until our financial performance indicates
substantial success in executing our business plan, it is unlikely that there
will be coverage by stock market analysts. Without such coverage, institutional
investors are not likely to buy the stock.  Until such time, if ever,
as such coverage by analysts and wider market interest develops, the market may
have a limited capacity to absorb significant amounts of trading.  As
the stock is a “penny stock,” there are additional constraints on the
development of an active trading market – see the next risk
factor.




The
penny stock rule operates to limit the range of customers to whom broker-dealers
may sell our stock in the market. In general, "penny stock" (as defined
in the SEC’s rule 3a51-1 under the Securities Exchange Act of 1934) includes
securities of companies which are not listed on the principal stock exchanges,
or the Nasdaq National Market or the Nasdaq Capital Market, and which have a bid
price in the market of less than $5.00; and companies with net tangible assets
of less than $2 million ($5 million if the issuer has been in continuous
operation for less than three years), or which has recorded revenues of less
than $6 million in the last three years.




As "penny
stock" our stock therefore is subject to the SEC’s rule 15g-9, which imposes
additional sales practice requirements on broker-dealers which sell such
securities to persons other than established customers and "accredited
investors" (generally, individuals with net worth in excess of $1 million or
annual incomes exceeding $200,000, or $300,000 together with their spouses, or
individuals who are the officers or directors of the issuer of the
securities).  For transactions covered by rule 15g-9, a broker-dealer
must make a special suitability determination for the purchaser and have
received the purchaser's written consent to the transaction prior to
sale.  This rule may adversely affect the ability of broker-dealers to
sell our stock, and therefore may adversely affect our stockholders' ability to
sell the stock in the public market.




Your
legal recourse as a United States investor could be
limited.  The Company is incorporated under the laws of British
Columbia.  Most of the assets now are located in
Canada.  Our directors and officers and the audit firm are residents
of Canada.  As a result, if any of our shareholders were to bring a
lawsuit in the United States against the officers, directors or experts in the
United States, it may be difficult to effect service of legal process on those
people who reside in Canada, based on civil liability under the Securities Act
of 1933 or the Securities Exchange Act of 1934.  In addition, we have
been advised that a judgment of a United States court based solely upon civil
liability under these laws would probably be enforceable in Canada, but only if
the U.S. court in which the judgment were obtained had a basis for jurisdiction
in the matter.  We also have been advised that there is substantial
doubt whether an action could be brought successfully in Canada in the first
instance on the basis of liability predicated solely upon the United States'
securities laws.






10




Item
      4.
                  Information
      on the
Company.




A.
                  History
      and Development of the
Company.







The
Company is a British Columbia corporation (organized on December 28,
2000).  The registered office is at 4th
Floor 888 Fort Street Victoria, British Columbia, V8W 1H8.  The
corporate office is at #361-1275 West 6th
Ave, Vancouver, British Columbia, V6H 1A6; telephone
(604)-676-1032.  We do not have an agent in the United
States.




The
Company’s legal name is Rainchief Energy Inc. and business is carried on in this
name in Canada at this time.  On November 21, 2008 the Company changed
it corporate name from Black Diamond Brands Corporation to Rainchief Energy
Inc.


B.
                    Overview.




Since
2000, we have been engaged in the distribution of adult beverage products in
Canada (primarily in the Provinces of British Columbia and Alberta), through our
wholly owned subsidiary, Black Diamond Importers Inc.  Beginning in
mid-2003, we began marketing private label wine products in the United States
under the “Liberty Valley”TM
name and label, with red and white wines produced in Argentina.  These
activities were conducted through Black Diamond Importers Inc., a wholly-owned
Canadian subsidiary.  The trademark “Liberty Valley TM” originally was
issued by the United States Patent and Trademark Office to Black Diamond Brands
Corporation and is now owned by its wholly-owned U.S. subsidiary, Liberty Valley
Wines, LLC (LVW).  Our wine portfolio was produced and supplied in
partnership with historic Oak Ridge Winery of Lodi, California.During
2008, the Company decided to exit the wine distribution operations in Canada and
the United States operated through its wholly-owned subsidiaries, Black Diamond
Importers Inc. and Liberty Valley Wines LLC. The decision to cease the wine
distribution operations was made concurrent with the commencement of the
Company’s investment in oil and gas operations in the province of Alberta,
Canada.




On
November 14, 2008, the Company signed an agreement to purchase a10% carried
working interest, in an oil and gas property located in the Montag area of
Alberta, Canada for $40,500.  The interests subject to the agreement
represent one-half the interests which the vendor asserts that it
owns.  The oil and gas rights to be purchased by the Company (subject
to resolution of a dispute, see the next paragraph) are within the Montag
Project.




Closing
of the agreement is subject to resolution of a dispute between the vendor and
the underlying owner and operator of the property, as to title of the subject
working interests.  The vendor is of the view that it is entitled to a
40% working interest in the lands and interests plus a right to be carried for
the capital cost obligations associated with one-half of that 40% working
interest pursuant to a management agreement.




XGen
commenced litigation against the vendor (Scott Henderson and Trojan Energy) in
2008 in the Court of Queen’s Bench of Alberta, Judicial District of Calgary
(Claim Action No. 0801-2653), seeking compensation for damages alleged by
certain actions by Henderson and Trojan.  Henderson and Trojan filed
counter-claims against XGen in April 2009, stating that they have earned and
paid for a legal and beneficial interest to the 40% working interest in the
Montag Lands and in the alternative have at minimum earned a 20% carried working
interest pursuant to the management agreement.  Henderson and Trojan
seek specific performance of the management agreement and the acknowledgement
and transfer of these interests.




As an
alternative claim for relief in their counter-suit, Henderson and Trojan seek
judgment in the amount of $7,500,000 or such further and other amount as may be
proven at trial, reflecting the value of the interests claimed, an accounting of
all benefits derived therefrom, and a constructive trust over the Montag Lands
for the value of these interests.  The firm of barristers representing
Henderson and Trojan would be entitled to 30% of any monetary damages awarded by
the Court, under a contingency agreement between the barristers and Henderson
and Trojan.  Proceeds of any award in favor of Henderson and Trojan
(after deduction of the 30% contingency fee) would be split with the
Company.




11




Discovery
proceedings are expected to commence in July 2009.  We do not predict
the timing or outcome of the litigation, or the commercial viability of the
interest we may acquire.




The
Company’s Organization Structure.




Rainchief
Energy Inc (the “Company”):




Black
Diamond Importers Inc. – British Columbia, Canada, corporation


100%
subsidiary.




Liberty
Valley Wines, LLC – Delaware, U.S, limited liability company


100%
subsidiary.




Point
Grey Energy Inc. – Alberta, Canada, corporation


100%
subsidiary.




Commitments.




The
Company currently leases office space (approximately 300 square feet) at
#361,1275 West 6th
Ave, Vancouver, British Columbia V6H 1A6; this lease is for $1,000 per month, on
a month to month basis.




In April
2008, we entered into a licensing agreement with an arm’s length party for the
exclusive right to use copyrighted photographs on our privately labeled wine
bottles and for advertising and promotional use for a term of 3
years.




Pursuant
to the agreement, we paid a fee of US$30,000 in consideration for prior uses of
the copyrighted photographs.  We also agreed to pay a minimum royalty
of US$22,500 per year to be applied against a royalty of US$1.00 per case of
certain wine products sold by us.  During the year ended December 31,
2008, we recorded royalty payments totaling $16,891 (US$16,875) (2007 - $30,000)
in advertising and marketing expense.




Subsequent
to year-end, we were served a Notice of Termination of the licensing agreement
citing breach by us as a result of our default on the royalty payment due on
January 01, 2009 for the first quarter of 2009.  The total amount of
claim against the Company is US$50,625 which represents the guaranteed royalty
payments payable for the remaining term of the agreement.  We are
pursuing a resolution to the dispute.  Pursuant to the licensing
agreement, the royalty payments are secured by the personal guarantees of the
President and Vice-President of the Company.  We will accrue this
contingent liability in the first quarter of 2009. See note 11 of the
consolidated financial statements.


.


We own
computer and office furniture and equipment with a depreciated cost of $1,139 as
at December 31, 2008.  See note 4 to the consolidated financial
statements.


Item
      5.
                      Operating
      and Financial
Review




Continuing
Operations




For the
years ended December 31, 2008, 2007, and 2006, respectively, the Company had net
losses from continuing operations of $371,150, $454,014 and
$262,780.




Accounting
audit and legal fees for the year ended December 31, 2008 increased by $42,019
to $86,716 from $44,697 for the year ended December 31, 2007, as a result of
increased regulatory compliance requirements. Accounting audit and legal fees
for the year ended December 31, 2007 decreased by $24,863 from $69,560 for the
year ended December 31, 2006 as a result of the non-recurrence of one time legal
costs incurred in the year ended December 31, 2006.




12




Consulting
expenses decreased by $163,238 to $103,162 for the year ended December 31, 2008
from $266,400 for the year ended December 31, 2007, as a result of reduced
investor relations activity. Consulting fees incurred in the year ended December
31, 2006 related to services provided by the Company’s former Chief Financial
Officer.




Management
fees for the years ended December 31, 2008, 2007 and 2006, respectively,
remained fixed at US$120,000. The changes in the amounts recorded in each year
result from fluctuations in the exchange rate between the US and Canadian
Dollars.




Travel
expenses during the year ended December 31, 2008 were incurred in connection
with the Company’s entry into the oil and gas sector.




The
Company incurred foreign exchange losses of $7,597 for the year ended December
31, 2008, and $6,664 for the year ended December 31, 2006, as compared to a
foreign exchange gain of $15,933 in the year ended December 31, 2007. The losses
in the years ending December 31, 2008 and 2006 and gain in the year ended
December 31, 2007, respectively, result from changes in the foreign currency
exchange rate between the Canadian and US Dollars. The Company also realized a
gain on settlement of debts of $21,505 for the year ended December 31, 2008 as
compared with a loss on settlement of debts of $13,432 for the year ended
December 31, 2007.




During
the year ended December 31, 2008, the Company entered into a purchase agreement
to acquire a 10% working interest in certain oil and gas interests in a property
located in the Province of Alberta, Canada for a total purchase price of
$40,500. The vendor is involved in a legal action with the underlying owner and
operator of the property with respect to the vendor’s entitlement to a working
interest in the property.  The vendor and the Company are pursuing a
resolution to protect its interest in the property. The Company’s interest in
the property is wholly derived from its purchase agreement with the vendor, and
in the event that the vendor’s interest in the property is determined to be nil,
the interest of the Company will also be determined to be nil.  As
such, the Company has written off $40,499 in acquisition costs due to the
uncertainty over ownership of the working interest.




Discontinued
operations




The
Company recorded sales of wines and spirits amounting to $14,767 for the year
ended December 31, 2008, an increase of $10,802 over the amount recorded for the
year ended December 31, 2007. However, the Company recorded a loss on gross
margin of $28,584, a decrease of $29,584 as compared with the year ended
December 31, 2007. The loss on gross margin resulted from the disposal of
certain inventories (the Liberty Valley wine products) at amounts lower than
their original cost.




The
Company’s sales declined from $5,105 for the year ended December 31, 2006 to
$3,965 for the year ended December 31, 2007 as a result of the Company’s
continuing focus on attempting to build the Liberty Valley brand. The gross
margin declined from 62.8% for the year ended December 31, 2006 to 25.2% for the
year ended December 31, 2007 as a result of a change in the mix of products
sold.




Advertising
and promotion expense for the year ended December 31, 2008 decreased by $12,615
to $38,560 as a result of the decision taken during 2008 to exit the wine and
spirit business.




Interest
and bank charges for the years ended December 31, 2008 and 2007 have decreased
by $17,633 and $8,204, respectively, as compared with the year ended December
31, 2006 as a result of the repayment of loans during the years ended December
31, 2008 and 2007




13






The
Company incurred foreign exchange losses associated with its discontinued
operations of $23,188 for the year ended December 31, 2008 and $1,870 for the
year ended December 31, 2006, as compared to a foreign exchange gain of $15,870
in the year ended December 31, 2007. The losses in the years ended December 31,
2008 and 2006, and the gain in the year ended December 31, 2007, respectively,
result from changes in the foreign currency exchange rate between the Canadian
and US Dollars.






Financial
position




For the
year ended December 31, 2008 the Company’s working capital deficiency was
$310,617 (December 31, 2007, deficiency of $371,215).




The
increase in working capital for the year ended December 31, 2008 is due to
$149,785 advanced by shareholders, offset by an increase of $33,985 in accounts
payable and accrued liabilities and $56,756 cash used in discontinued operations
and an increase of $9,602 in current liabilities relating to discontinued
operations. Total cash balance decreased by $6,751 from December 31,
2007.




Liquidity
and Capital Resources




Cash
provided from private placements and related parties in the year ended December
31, 2008 was $319,032 (2007 – $214,275).




The uses
of cash in the period were $30,500 for the purchase of a working interest in the
Montag gas field (2007 – Nil); $238,527 to fund the Company’s continuing
operations (2007 - $138,571) and $52,809 to fund the Company’s discontinued
operations (2007 – $94,916).




Subsequent
events




In March
2009, the Company was served with a Notice of Termination in connection with a
licensing agreement for the exclusive right to use certain copyrighted
photographs.  The amount of claim against the Company is
US$50,625.




As at May
31, 2009 the Company has received subscription proceeds totaling US$125,000 in
connection with a private placement of 2,500,000 units at US$0.05 per
unit.  Each unit is comprised of one common share and one share
purchase warrant.  Each warrant is exercisable into one common share
at US$0.10 for a period of one year.


C.
                      Research
      and Development, Patents and Licenses, Etc.  Not
  applicable.




D.
                      Trend
      Information.
  Management
is not aware of any trend, commitment, event or uncertainty that is expected to
have a material effect on its business, financial condition or results of
operations.


E.
                        Off-Balance
      Sheet Arrangements.  Not
      applicable.




14


F.
                          Contractual
      Obligations.




On
January 01, 2007, we entered into management agreements with the President and
the Vice-President of the Company for general management and operational
services for combined management fees of US$120,000 per annum. On January 01,
2008, the agreements were renewed for a term of 10 years. See note 11 of the
consolidated financial statements.




Payments
      Due By Period




Total
            
            Less
      than 1year
            
            1-3years
            
            3-5years
            
            More
      than 5yearsUS$1,200,000
            
            US$120,000-
            
            US$360,000
            
            US$240,000
            
            US$480,000


ITEM
      6.
                          Directors,
      Senior Management, and
Employees


A.
                          Directors,
      Senior Management, and
Employees.




The
following table sets forth the name, positions held and principal occupation of
each of our directors, senior management and employees upon whose work the
Company is dependent.  Information on such persons’ share ownership is
under Item 7.




Name
      and Positions Held
            Experience
      and Principal Business ActivitiesBradley
      J. Moynes
              President,
      Chief Executive Officer and Director
            President
      and CEO, and Secretary-Treasurer of the Company since December
      2000.  From June 2000 until he became an officer and Director of
      the Company, Mr. Moynes was an Investment Advisor with a broker-dealer
      firm registered in Canada.  Mr. Moynes attended Orange Coast
      College in Costa Mesa, California from 1989 to 1991.J.
      Robert Moynes
              Vice
      President, Interim Chief Financial Officer and Director
            Director
      of the Company since July 2008. Mr. Moynes is currently the interim
      CFO.William
      Pfaffenberger
              Director
            Director
      of the Company since June 9, 2009.  Dr. Pfaffenberger is
      President and CEO of Torch River Resources having joined that company in
      April 2006. He is a retired professor of mathematics, having taught in the
      Mathematics and Statistics Department at the University of Victoria for 38
      years.  He served as a Member of the Board of Governors, was
      Chair of his department and served as Chair of the Board of Pension
      Trustees for 11 years, overseeing a fund of over $400
      million.  In addition to his directorships of Torch River
      Resources and Rainchief Energy, he also serves as a director of three
      other public companies, Molycor Gold Corp, Sola Resource Corp and Goldrea
      Resources Corp.  He is also President of a private minerals
      company, Fundamental Resources
Corp.




15




B.
                          Compensation.




SUMMARY
COMPENSATION TABLE




The
following table sets forth the compensation paid to the three executive officers
of the Company in each of the years ended December 31, 2008, 2007 and
2006.  The table includes compensation paid for service by such
persons to subsidiaries. All amounts are stated in US dollars.





Annual
      Compensation
              
              
              Long
      Term CompensationAwards
              
              
              Payouts(a)
              (b)
              
              (c)
              
              
              (d)
              
              
              (e)
              
              
              (f)
              
              
              (g)
              
              
              (h)
              
              
              (i)Name
      and Current Principal Position
              Year
              
              Salary
              
              
              Bonus
              
              
              Other
              
              
              Restricted
      Stock Awards
              
              
              Options
      or SAR’s
              
              
              LPIT
      Payouts
              
              
              All
      Other Compensation($)
              
              
              ($)
              
              
              ($)
              
              
              ($)
              
              
              
              (#
              )
              
              ($)
              
              
              ($)Bradley
      J. Moynes,
              2008
              
              $
              60,000
              
              
              $
              -0-
              
              
              $
              -0-
              
              
              $
              -0-
              
              
              
              -0-
              
              
              $
              -0-
              
              
              $
              -0-President
      and CEO
              2007
              
              $
              60,000
              
              
              
              -0-
              
              
              
              -0-
              
              
              
              -0-
              
              
              
              -0-
              
              
              $
              -0-
              
              
              
              -0-2006
              
              $
              60,000
              
              
              
              -0-
              
              
              
              -0-
              
              
              
              -0-
              
              
              
              -0-
              
              
              
              -0-
              
              
              
              -0-J.
      Robert Moynes,
              2008
              
              $
              60,000
              
              
              $
              -
      0-
              
              
              $
              -0-
              
              
              $
              -0-
              
              
              
              -0-
              
              
              $
              -0-
              
              
              $
              -0-Vice-President
              2007
              
              $
              60,000
              
              
              
              -0-
              
              
              
              -0-
              
              
              
              -0-
              
              
              
              -0-
              
              
              
              -0-
              
              
              
              -0-2006
              
              $
              60,000
              
              
              
              -0-
              
              
              
              -0-
              
              
              
              -0-
              
              
              
              -0-
              
              
              
              -0-
              
              
              
              -0-Brian
      Cameron
              2008
              
              $
              -
      0-
              
              
              $
              -
      0-
              
              
              $
              -0-
              
              
              $
              -0-
              
              
              
              -0-
              
              
              $
              -0-
              
              
              $
              -0-Former
      CFO
              2007
              
              
              -0-
              
              
              
              -0-
              
              
              
              -0-
              
              
              
              -0-
              
              
              
              -0-
              
              
              
              -0-
              
              
              
              -0-2006
              
              $
              33,116
              
              
              
              -0-
              
              
              
              -0-
              
              
              
              -0-
              
              
              
              -0-
              
              
              
              -0-
              
              
              
              -0-




Executive
Compensation Plans and Employment Agreements.




Management
Agreements.




On
January 1, 2008, the Company signed ten-year Management Agreements with Bradley
J. Moynes and J. Robert Moynes. Under the Management Agreements, the Company has
agreed to pay each officer US$60,000 annually.




On
February 25, 2005, the Company signed a three month Consulting Agreement (for
general financial and business consulting services) with Cameron &
Associates (C&A), and paid C&A $10,500 for the three months ending April
30, 2005.  On July 22, 2005, the Company signed a six month Consulting
Agreement with C&A (through December 31, 2005), and paid C&A $21,000;
which agreement also covered general financial and business consulting
services.  Brian Cameron is the sole proprietor of
C&A.  Mr. Cameron was removed as an officer of the Company on July
11, 2008 by way of special resolution pursuant to section 10.14 of the Articles
of the Company.




By letter
of July 2, 2008, Mr. Cameron has claimed the Company owes him $51,450 for
compensation through December 31, 2008, and that the Company had agreed to issue
350,000 shares of common stock to pay that amount.  Mr. Cameron also
has claimed, in his July 2, 2008 letter, that the Company entered into an
agreement to pay him $3,500 monthly, from March 1, 2008, and issue to him
options to buy 400,000 shares at $0.15 per share.  Mr. Cameron has
submitted an invoice dated August 1, 2008, for a total amount owed equal to
$66,290, for the period from November 2006 through to March 2009.  Mr.
Cameron has stated that of such amount, $51,450 was to be paid by issuance of
350,000 shares of common stock, and that the remaining $14,840 is
to




16




be paid
in cash.  The Company believes that Mr. Cameron’s claims are without
foundation and has not provided any amount in respect of any possible
settlement. The Company has not settled this claim as of the date of this
report.




Equity
Compensation Plans.  The Company has not established any option
or other equity compensation plan for officers and employees, but may do so in
the future.


C.
                            Board
      Practices.




Each
director holds office until the next annual general meeting of the Company
unless his office is earlier vacated in accordance with the Articles of the
Company or the Canada Business Corporations Act.




During
the most recently completed fiscal year, there are no arrangements (standard or
otherwise) under which directors of the Company were compensated by the Company
or its subsidiaries for services rendered in their capacity as directors, nor
were any amounts paid to the directors for committee participation or special
assignments, other than the granting of stock options.  There were no
arrangements under which the directors would receive compensation or benefits in
the event of the termination of that office.




The
Company does not have audit, compensation, or corporate governance committees at
the present time. The Company is listed for trading on the OTC.BB as a reporting
issuer under registration statement Form 20-F (Foreign Private Issuer) and as
such we believe that we are not required to have such committees.


D.
                            Employees.




The
Company currently has two officers.  Employees will be added as
required.


E.
                            Share
      Ownership.


Our
directors and officers own the indicated shares of common stock as at the date
hereof; percentages are based on 23,818,852 shares outstanding on May 31,
2009.




Name
            
            No.
      of Shares
            
            
            Percentage
      of
              outstanding
      at
              May
      31, 2009Bradley
      James Moynes
            
            
            6,515,856
            
            
            
            26.07
            %J.
      Robert Moynes
            
            
            4,391,610
            
            
            
            17.56
            %William
      E. Pfaffenberger
            
            
            0
            
            
            
            0
            %




Item
      7.
                            Major
      Shareholders and Related Party
  Transactions.




A.
                              Major
      Shareholders.




To our
knowledge, other than the directors and officers as disclosed above, the no
other persons beneficially own, directly or indirectly, or exercise control or
direction over, common shares carrying more than 5% of the voting rights
attached to the 23,818,852 shares outstanding at May 31, 2009.




The
Company has approximately 50 shareholders of record.  The number of
shareholders holding securities beneficially through street name nominees, as
reflected in the record position of Cede & Co. and other intermediaries, is
approximately 21.56%.  None of the major shareholders, if any, have
different voting rights.




17




To the
best of our knowledge, approximately 78.44 % of the Company’s common shares are
owned by residents of Canada.  The number of shareholders holding
securities beneficially through street name nominees, as reflected in the record
position of Cede & Co. and other intermediaries, who may be residents of
other countries, is approximately 21.56%. These assumptions are based on our
shareholder registry issued by Pacific Stock Transfer as of May 31, 2009 that
approximately 78.44% of the shares are owned by Canadian residents.




To our
knowledge, we are not owned or controlled directly or indirectly by another
corporation or by any foreign government, nor by any other natural or legal
person, nor are there any arrangements which may result in a change of control
of the Company.


B.
                                Related
      Party
Transactions.




On August
23, 2003, we borrowed $159,914 from Georgia Moynes (wife of James Robert Moynes
and mother of Bradley J. Moynes, officers of the Company).  The
promissory note is unsecured, bears annual interest at 12%, and was due on
December 31, 2007.  We paid $10,000 against the principal in
2005.  On November 13, 2007 the Company issued shares with a fair
value of $277.234 for debt in the amount of $149,914. The Company recorded a
loss of $127,320 on settlement of this debt.




Paseo
Investments Ltd., a private company owned by James Robert Moynes, loaned $32,200
to the Company in 2001 and an additional $30,142 in 2003.  This debt
is unsecured, does not bear interest, and is due on December 31, 2008. As of
December 31, 2008 the balance owed to this company was $44,826.




At
December 31, 2008, $16,098 was owed to Bradley J. Moynes, and $20,450 was owed
to Robert Moynes.  These amounts are unsecured, do not bear interest,
and have no specific terms of repayment.




In
addition, the Company had the following transactions with related
parties:




Year
      Ended December 31,2008
              
              
              2007
              
              
              2006
              
              
              2005$
              
              
              
              $
              
              
              
              $
              
              
              
              $a)
              Management
      fees charged by the President and the Vice-President, both major
      shareholders of the Company, for management, administration, supervision
      and company development services.
              
              
              129,279
              
              
              
              129,425
              
              
              
              136,116
              
              
              
              69,360b)
              Consulting
      fees charged by a company controlled by a former CFO of the Company for
      management and administration services.
              
              
              0
              
              
              
              0
              
              
              
              33,116
              
              
              
              30,526c)
              Interest
      paid to a relative of the controlling shareholders of the Company for cash
      advanced to the Company
              
              
              0
              
              
              
              17,990
              
              
              
              17,965
              
              
              
              17,911


C.
                                  Interest
      of Experts and Counsel.  None.


Item
      8.
                                  Financial
      Information.  See the consolidated financial statements under
      Item 18.





18




Item
      9.
                                  The
      Offer and
Listing.


A.
                                    Offer
      and Listing
Details.





The
Company's common shares are traded on the “OTC.BB” under the symbol RCFEF; the
shares are not listed on any exchange or traded on any other
medium.  Trading commenced in the first quarter 2004 on the Pinks
Sheets and then became a reporting issuer and listed for trading on the OTC.BB
during the second quarter of 2007.





The
following table sets forth the high and low closing prices on the pink sheets
and the OTC.BB for the periods indicated.


By
      Quarters in 2005, 2006, 2007 & 2008
              
              High
      Sales Price
              
              
              Low
      Sales PriceUS$
              
              
              US$Fourth
      Quarter 2008Third
      Quarter 2008
              
              $
              0.15
              
              
              $
              0.04Second
      Quarter 2008
              
              $
              0.25
              
              
              $
              0.09First
      Quarter 2008
              
              $
              0.25
              
              
              $
              0.10Fourth
      Quarter 2007
              
              $
              0.20
              
              
              $
              0.10Third
      Quarter 2007
              
              $
              0.14
              
              
              $
              0.10Second
      Quarter 2007
              
              $
              0.35
              
              
              $
              0.06First
      Quarter 2007
              
              $
              0.38
              
              
              $
              0.07Fourth
      Quarter 2006
              
              $
              0.30
              
              
              $
              0.26Third
      Quarter 2006
              
              $
              0.26
              
              
              $
              0.20Second
      Quarter 2006
              
              $
              0.25
              
              
              $
              0.16First
      Quarter 2006
              
              $
              0.30
              
              
              $
              0.14Fourth
      Quarter 2005
              
              $
              0.22
              
              
              $
              0.16Third
      Quarter 2005
              
              $
              0.30
              
              
              $
              0.10Second
      Quarter 2005
              
              $
              0.30
              
              
              $
              0.10First
      Quarter 2005
              
              $
              0.30
              
              
              $
              0.10$
              0.30
              
              
              $
              0.10






On
December 31, 2008, the closing price was US$0.04 per share.





B.                 Plan of
Distribution.  Not applicable.





C.                 Markets.  See "Offer
and Listing Details" above.





D.                 Selling
Shareholders.  Not applicable.





E.                 Dilution.  Not
applicable.





F.                 Expenses of the
Issue.  Not applicable.




19




Item
      10.
                                      Additional
      Information.


A.
                                      Share
      Capital.


Authorized.





Unlimited number of common shares without par value




Issued and Outstanding.





Number
      of Common Shares
            
            
            Amount
              $Balance,
      December 31, 2006
            
            
            13,577,223
            
            
            
            1,025,342Issued
      During the YearFor
      Cash – Private Placements, Net of Issuance Costs (i)
            
            
            500,000
            
            
            
            109,684For
      DebtPromissory
      Note Payable to Related Party (ii)
            
            
            2,141,629
            
            
            
            277,234Promissory
      Note Payable to Arm’s Length Party
            
            
            200,000
            
            
            
            25,890For
      Accounts Payable (iii)
            
            
            1,000,000
            
            
            
            129,450Balance,
      December 31, 2007
            
            
            17,418,852
            
            
            
            1,567,600Issued
      During the YearFor
      Cash – Private Placements, Net of Issuance Costs (iv)
            
            
            1,250,000
            
            
            
            166,678For
      DebtPromissory
      Note Payable to Arm’s Length Party
            
            
            150,000
            
            
            
            17,664Amounts
      Owed to Related Parties
            
            
            5,000,000
            
            
            
            279,232Balance,
      December 31, 2008
            
            
            23,818,852
            
            
            
            2,031,174




(i)
            On
      May 23, 2007, the Company completed a brokered private placement of
      500,000 units at a price of US$0.225 per unit, raising gross proceeds of
      $121,871 (US$112,500). One unit consists of one common share and one share
      purchase warrant. Each warrant is exercisable into one common share at a
      price of US$0.40 per share until May 31, 2008. The Company paid finders’
      fees in the amount of $12,187
(US$11,250).




(ii)
              On
      December 21, 2007 the Company settled the outstanding promissory note
      payable to a person related to Officers and Directors of the Company in
      the amount of $149,914 by issuing 2,141,629 common shares with a fair
      value of $277,234.  The Company recorded a loss of $127,320 on
      settlement of this debt.
  (iii)
              Pursuant
      to a consulting agreement dated June 18, 2007 with an arm’s length party,
      the Company agreed to pay consulting fees of $266,400 (US$250,000) for
      investor relations services. On December 21, 2007, the Company issued
      1,000,000 common shares with a fair value of $129,450
  for





20


settlement
      of outstanding investor relations fees in the amount of $248,175, and
      recorded a gain on settlement of debt in the amount of
      $118,725.


(iv)
              On
      July 9, 2008, the Company completed a brokered private placement of
      1,000,000 units at a price of US$0.15 per unit, raising gross proceeds of
      $153,810 (US$150,000). One unit consists of one common share and one share
      purchase warrant. Each warrant is exercisable into one common share at a
      price of US$0.25 per share for a period of one year. The Company paid
      finders’ fees in the amount of $15,381 (US$15,000) and issued 100,000
      share purchase warrants with a fair value of $2,569 (Note 8(d)) to the
      finder.


On
      November 14, 2008, the Company completed a non-brokered private placement
      of 200,000 units at a price of US$0.10 per unit, raising gross proceeds of
      $24,708 (US$20,000). One unit consists of one common share and one share
      purchase warrant. Each warrant is exercisable into one common share at a
      price of US$0.15 per share for a period of one
  year.
 On
      December 19, 2008, the Company completed a non-brokered private placement
      of 50,000 units at a price of US$0.10 per unit, raising gross proceeds of
      $6,110 (US$5,000). One unit consists of one common share and one share
      purchase warrant. Each warrant is exercisable into one common share at a
      price of US$0.15 per share for a period of one
  year.





21





Share
Purchase Warrants





The
Company has the following warrants outstanding which expire on various dates
between June 15, 2009 and October 31, 2010:





Number
      of Warrants
            
            
            Weighted
      Average
              Exercise
      Price
              Per
      Share
              US$Balance,
      December 31, 2006
            
            
            3,678,443
            
            
            
            0.30Issued
      During the YearPrivate
      Placement
            
            
            500,000
            
            
            
            0.40Expired
      During the Year
            
            
            (2,958,443
            )
            
            
            0.30Balance,
      December 31, 2007
            
            
            1,220,000
            
            
            
            0.34Issued
      During the PeriodPrivate
      Placement
            
            
            1,250,000
            
            
            
            0.23Finder’s
      Fees
            
            
            100,000
            
            
            
            0.25Consulting
      Fees
            
            
            1,300,000
            
            
            
            0.11Promissory
      Note Payable to Arm’s Length Party
            
            
            150,000
            
            
            
            0.15Expired
      During the Period
            
            
            (1,220,000
            )
            
            
            0.34Balance,
      December 31, 2008
            
            
            2,800,000
            
            
            
            0.17




B.
                                  Memorandum
      and Articles of
Association.




The
Company is registered under the Canada Business Corporations Act (BC
0619991).





With
respect to directors, under the by-laws, a director who is a party to a material
contract or proposed material contract with us, or is a director or officer of
or has a material interest in any person who is a party to a material contract
or proposed material contract with us, must disclose to us in writing the nature
and extent of such interest.  An interested director can vote on only
a limited number of such matters (securing a loan from the director to the
Company, his remuneration, indemnity or insurance, or a contract with an
affiliate) provided the interest is disclosed.  Otherwise, even with
disclosure of the interest, such a director cannot vote on a material contract
or proposed material contract.  A contract approved by the board of
directors is not voidable because one or more directors has a conflict of
interest, if the conflict is disclosed and the interested director(s) do not
vote on the matter.  Subject to the conflict of interest provisions
summarized above, there is no restriction in the by-laws on the power of the
board of directors to have the Company borrow money, issue debt obligations, or
secure debt or other obligations of the Company.  The by-laws contain
no provision for the retirement or non-retirement of directors under an age
limit requirement.  A director is not required to hold any shares of
the Company in order to be a director.





The
Articles of the Company provide for the issuance of unlimited number of shares
of common stock, without par value.  All holders of common stock have
equal voting rights, equal rights to dividends when and if declared, and equal
rights to share in assets upon liquidation of the corporation.  The
common shares are not subject to any redemption or sinking fund
provisions.  Directors serve from year to year, there being no
provision for a staggered board; cumulative voting for directors is not
allowed.  Between annual general





22





meetings,
the existing board can appoint one or more additional directors to serve until
the next annual general meeting, but the number of additional directors shall
not at any time exceed one-third of the number of directors who held office at
the expiration of the last annual meeting.  All issued and outstanding
shares are fully paid and non-assessable securities.





In order
to change the rights of the holders of common stock, the passing of a special
resolution by such shareholders is required, being the affirmative vote of not
less than 2/3 of the votes cast in person or by proxy at a duly called meeting
of shareholders.





An annual
meeting of shareholders must be called by the board of directors not later than
15 months after the last annual meeting.  The board at any time may
call a special meeting of shareholders.  Notice of any meeting must be
sent not less than 21 and not more than 50 days before the meeting, to every
shareholder entitled to vote at the meeting.  All shareholders
entitled to vote are entitled to be present at a shareholders
meeting.  A quorum is the presence in person or by proxy of the
holders of at least 5% of the issued and outstanding shares of common
stock.





Except
under the Investment Canada Act, there are no limitations specific to the rights
of non-Canadians to hold or vote our shares under the laws of Canada or our
charter documents.  The Investment Canada Act ("ICA") requires a
non-Canadian making an investment which would result in the acquisition of
control of a Canadian business, the gross value of the assets of which exceed
certain threshold levels or the business activity of which is related to
Canada's cultural heritage or national identity, to either notify, or file an
application for review with, Investment Canada, the federal agency created by
the ICA.  The notification procedure involves a brief statement
of information about the investment on a prescribed form which is required to be
filed with Investment Canada by the investor at any time up to 30 days after
implementation of the investment.  It is intended that investments
requiring only notification will proceed without intervention by government
unless the investment is in a specific type of business related to the scope of
the ICA.  If an investment is reviewable under the ICA, an application
for review in the prescribed form normally is required to be filed with
Investment Canada before the investment is made and it cannot be implemented
until completion of review and Investment Canada has determined that the
investment is likely to be of net benefit to Canada.  If the agency is
not so satisfied, the investment cannot be implemented if not made, or if made,
it must be unwound.


C.
                                    Material
      Contracts.




Except as
otherwise disclosed in this Form 20-F, we have no material
contracts.




D.
            Exchange
      Controls.





There are
no laws, decrees or regulations in Canada relating to restrictions on the export
or import of capital, or affecting the remittance of interest, dividends or
other payments to non-resident holders of our shares of common
stock.


23


E.
              Taxation.


Canada.




Canadian Federal Income Tax
Information for United States Residents.





The
following is a discussion of material Canadian federal income tax considerations
generally applicable to holders of our common shares who acquire such shares in
this offering and who, for purposes of the Income Tax Act (Canada) and the
regulations thereunder, or the Canadian Tax Act:





·
            deal
      at arm’s length and are not affiliated with
us;


·
            hold
      such shares as capital property;


·
            do
      not use or hold (and will not use or hold) and are not deemed to use or
      hold our common shares, in or in the course of carrying on business in
      Canada;


·
            have
      not been at any time residents of Canada;
and


·
            are,
      at all relevant times, residents of the United States, or
      U.S. Residents, under the Canada-United States Income Tax Convention
      (1980), or the Convention.





TAX
MATTERS ARE VERY COMPLICATED AND THE CANADIAN FEDERAL INCOME TAX CONSEQUENCES OF
PURCHASING, OWNING AND DISPOSING OF OUR COMMON SHARES WILL DEPEND UPON THE
STOCKHOLDER’S PARTICULAR SITUATION. THE SUMMARY OF MATERIAL CANADIAN FEDERAL
INCOME TAX CONSEQUENCES SET FORTH BELOW IS INTENDED TO PROVIDE ONLY A GENERAL
SUMMARY AND IS NOT INTENDED TO BE A COMPLETE ANALYSIS OR DESCRIPTION OF ALL
POTENTIAL CANADIAN FEDERAL INCOME TAX CONSEQUENCES.





THIS DISCUSSION DOES NOT INCLUDE A
DESCRIPTION OF THE TAX LAWS OF ANY PROVINCE OR TERRITORY WITHIN CANADA.
ACCORDINGLY, HOLDERS AND PROSPECTIVE HOLDERS OF OUR COMMON SHARES ARE ENCOURAGED
TO CONSULT WITH THEIR OWN TAX ADVISERS ABOUT THE TAX CONSEQUENCES TO THEM HAVING
REGARD TO THEIR OWN PARTICULAR CIRCUMSTANCES, INCLUDING ANY CONSEQUENCES OF
PURCHASING, OWNING OR DISPOSING OF OUR COMMON SHARES ARISING UNDER CANADIAN
FEDERAL, CANADIAN PROVINCIAL OR TERRITORIAL, U.S. FEDERAL, U.S. STATE
OR LOCAL TAX LAWS OR TAX LAWS OF JURISDICTIONS OUTSIDE THE UNITED STATES OR
CANADA.





This
summary is based on the current provisions of the Canadian Income Tax Act,
proposed amendments to the Canadian Income Tax Act publicly announced by the
Minister of Finance (Canada) prior to the date hereof (the “Proposed
Amendments”), and the provisions of the Convention as in effect on the date
hereof.  No assurance can be given that the Proposed Amendments will
be entered into law in the manner proposed, or at all. No advance income tax
ruling has been requested or obtained from the Canada Revenue Agency to confirm
the tax consequences of any of the transactions described
herein.





This
summary is not exhaustive of all possible Canadian federal income tax
consequences for U.S. Residents, and other than the Proposed Amendments,
does not take into account or anticipate any changes in law, whether by
legislative, administrative, governmental or judicial decision or action, nor
does it take into account Canadian provincial, U.S. or foreign tax
considerations which may differ significantly from those discussed
herein.  No assurances can be given that subsequent changes in law or
administrative policy will not affect or modify the opinions expressed
herein.





A
U.S. Resident will not be subject to tax under the Canadian Tax Act in
respect of any capital gain on a





24





disposition
of our common shares unless such shares constitute “taxable Canadian property”,
as defined in the Canadian Tax Act, of the U.S. Resident and the
U.S. Resident is not eligible for relief pursuant to the
Convention.  Our common shares will not constitute “taxable Canadian
property” if, at any time during the 60-month period immediately preceding the
disposition of the common shares, the U.S. Resident, persons with whom the
U.S. Resident did not deal at arm’s length, or the U.S. Resident
together with all such persons, did not own 25% or more of the issued shares of
any class or series of shares of our capital stock. In addition, the Convention
generally will exempt a U.S. Resident who would otherwise be liable to pay
Canadian income tax in respect of any capital gain realized by the
U.S. Resident on the disposition of our common shares, from such liability
provided that the value of our common shares is not derived principally from
real property situated in Canada. The Convention may not be available to a
U.S. Resident that is a U.S. LLC which is not subject to tax in the
U.S.





Amounts
in respect of our common shares paid or credited or deemed to be paid or
credited as, on account or in lieu of payment of, or in satisfaction of,
dividends to a U.S. Resident will generally be subject to Canadian
non-resident withholding tax at the rate of 25%. Currently, under the Convention
the rate of Canadian non-resident withholding tax will generally be reduced
to:





·
            5%
      of the gross amount of dividends if the beneficial owner is a company that
      is resident in the U.S. and that owns at least 10% of our voting shares;
      or


·
            15%
      of the gross amount of dividends if the beneficial owner is some other
      resident of the U.S.





United States Federal Income Tax
Information for United States Holders.





The
following is a general discussion of material U.S. federal income tax
consequences of the ownership and disposition of our common shares by
U.S. Holders (as defined below). This discussion is based on the United
States Internal Revenue Code of 1986, as amended, Treasury regulations
promulgated thereunder, and judicial and administrative interpretations thereof,
all as in effect at the date hereof and all of which are subject to change,
possibly with retroactive effect. This discussion only addresses the tax
consequences for U.S. Holders that will hold their common shares as a
“capital asset” and does not address U.S. federal income tax consequences
that may be relevant to particular U.S. Holders in light of their
individual circumstances or U.S. Holders that are subject to special
treatment under certain U.S. federal income tax laws, such
as:





·
            tax-exempt
      organizations and pension plans;·
            persons
      subject to alternative minimum tax;·
            banks
      and other financial institutions;·
            insurance
      companies;


·
            partnerships
      and other pass-through entities (as determined for United States federal
      income tax purposes);


·
            broker-dealers;


·
            persons
      who hold their common shares as a hedge or as part of a straddle,
      constructive sale, conversion transaction, and other risk management
      transaction; and


·
            persons
      who acquired their common shares through the exercise of employee stock
      options or otherwise as
compensation.





As used
herein, the term “U.S. Holder” means a beneficial owner of our common
shares that is:





·
            an
      individual citizen or resident of the United
  States;


·
            a
      corporation, a partnership or entity treated as a corporation or
      partnership for U.S. federal income tax purposes, that is created or
      organized in or under the laws of the United States
  or





25







any
      political subdivision thereof;·
            an
      estate the income of which is subject to U.S. federal income taxation
      regardless of its source; and


·
            a
      trust if both:


·
            a
      United States court is able to exercise primary supervision over the
      administration of the trust; and


·
            one
      or more United States persons have the authority to control all
      substantial decisions of the trust.





TAX
MATTERS ARE VERY COMPLICATED AND THE UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF OUR COMMON SHARES WILL
DEPEND UPON THE STOCKHOLDER’S PARTICULAR SITUATION. THE SUMMARY OF MATERIAL
UNITED STATES FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW IS INTENDED TO
PROVIDE ONLY A GENERAL SUMMARY AND IS NOT INTENDED TO BE A COMPLETE ANALYSIS OR
DESCRIPTION OF ALL POTENTIAL UNITED STATES FEDERAL INCOME TAX
CONSEQUENCES.





NOTE THAT THIS DISCUSSION DOES NOT
INCLUDE A DESCRIPTION OF THE TAX LAWS OF ANY STATE OR LOCAL GOVERNMENT WITHIN
THE UNITED STATES. ACCORDINGLY, HOLDERS AND PROSPECTIVE HOLDERS OF OUR COMMON
SHARES ARE ENCOURAGED TO CONSULT THEIR TAX ADVISORS ABOUT THE U.S. FEDERAL,
STATE, LOCAL, AND FOREIGN TAX CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING
OF OUR COMMON SHARES.





Ownership of Shares.





The gross
amount of any distribution received by a U.S. Holder with respect to our
common shares generally will be included in the U.S. Holder’s gross income
as a dividend to the extent attributable to our current and accumulated earnings
and profits (as determined under U.S. federal income tax principles). To
the extent a distribution received by a U.S. Holder is not a dividend
because it exceeds the U.S. Holder’s pro rata share of our current and
accumulated earnings and profits, it will be treated first as a tax-free return
of capital and reduce (but not below zero) the adjusted tax basis of the
U.S. Holder’s shares. To the extent the distribution exceeds the adjusted
tax basis of the U.S. Holder’s shares, the remainder will be taxed as
capital gain (the taxation of capital gain is discussed under the heading “Sale
of Shares” below).





For
taxable years beginning before January 1, 2009, dividends received by
non-corporate U.S. Holders from a qualified foreign corporation are taxed
at the same preferential rates that apply to long-term capital gains. A foreign
corporation is a “qualified foreign corporation” if it is eligible for the
benefits of a comprehensive income tax treaty with the United States (the income
tax treaty between Canada and the United States is such a treaty) or the shares
with respect to which such dividend is paid is readily tradable on an
established securities market in the United States (such as the Nasdaq Capital
Market).  Notwithstanding satisfaction of one or both of these
conditions, a foreign corporation is not a qualified foreign corporation if it
is a passive foreign investment company (“PFIC”) for the taxable year of the
corporation in which the dividend is paid or the preceding taxable year.
(Whether a foreign corporation is a PFIC is discussed below under the heading
“Passive Foreign Investment Companies”). A foreign corporation that is a PFIC
for any taxable year within a U.S. person’s holding period generally is
treated as a PFIC for all subsequent years in the U.S. person’s holding
period.  Although we have not been, are not now, and do not expect to
be a PFIC, and we don’t expect to pay dividends, you should be aware of the
following matters in the event that we do become a PFIC and do pay
dividends.





If we
were to become a PFIC, then U.S. Holders who acquire our common shares may
be treated as holding shares of a PFIC throughout their holding period for the
purpose of determining whether dividends received from us are dividends from a
qualified foreign corporation. As a consequence, dividends received by
U.S. Holders may not be eligible for taxation at the preferential rates
applicable to long-term capital gains.





26




If a distribution is paid
in Canadian dollars, the U.S. dollar value of such distribution on the date
of receipt is used to determine the amount of the distribution received by a
U.S. Holder. A U.S. Holderwho continues to hold such Canadian
dollars after the date on which they are received, may recognize gain or loss
upon their disposition due to exchange rate fluctuations. Generally such gains
and losses will be ordinary income or loss from
U.S. sources.





U.S. Holders
may deduct Canadian tax withheld from distributions they receive for the purpose
of computing their U.S. federal taxable income (or alternatively a credit
may be claimed against the U.S. Holder’s U.S. federal income tax
liability as discussed below under the heading “Foreign Tax Credit”). Corporate
U.S. Holders generally will not be allowed a dividend received deduction
with respect to dividends they receive from us.





Foreign
Tax Credit.





Generally,
the dividend portion of a distribution received by a U.S. Holder will be
treated as income in the passive income category for foreign tax credit
purposes. Subject to a number of limitations, a U.S. Holder may elect to
claim a credit against its U.S. federal income tax liability (in lieu of a
deduction) for Canadian withholding tax deducted from its distributions. The
credit may be claimed only against U.S. federal income tax attributable to
a U.S. Holder’s passive income that is from foreign
sources.





If we
were to become a qualified foreign corporation with respect to a non-corporate
U.S. Holder, dividends received by such U.S. Holder will qualify for
taxation at the same preferential rates that apply to long-term capital gains.
In such case, the dividend amount that would otherwise be from foreign sources
is reduce by multiplying the dividend amount by a fraction, the numerator of
which is the U.S. Holder’s preferential capital gains tax rate and the
denominator of which is the U.S. Holder’s ordinary income tax rate. The
effect is to reduce the dividend amount from foreign sources, thereby reducing
the U.S. federal income tax attributable to foreign source income against
which the credit may be claimed. Canadian withholding taxes that cannot be
claimed as a credit in the year paid may be carried back to the preceding year
and then forward 10 years and claimed as a credit in those years, subject
to the same limitations referred to above.





The rules
relating to the determination of the foreign tax credit are very complex.
U.S. Holders and prospective U.S. Holders should consult their own tax
advisors to determine whether and to what extent they would be entitled to claim
a foreign tax credit.




Sale
of Shares.





Subject
to the discussion of the “passive foreign investment company” rules below, a
U.S. Holder generally will recognize capital gain or loss upon the sale of
our shares equal to the difference between: (a) the amount of cash plus the
fair market value of any property received; and (b) the U.S. Holder’s
adjusted tax basis in such shares. This gain or loss generally will be capital
gain or loss from U.S. sources, and will be long-term capital gain or loss
if the U.S. Holder held its shares for more than 12 months. Generally,
the net long-term capital gain of a non-corporate U.S. Holder from the sale
of shares is subject to taxation at a top marginal rate of 15%. A Capital gain
that is not long-term capital gain is taxed at ordinary income rates. The
deductibility of capital losses is subject to certain
limitations.




Passive
Foreign Investment Companies.





We will
be a PFIC if, in any taxable year either: (a) 75% or more of our gross
income consists of passive income; or (b) 50% or more of the value of our
assets is attributable to assets that produce, or are held for the production
of, passive income.  Subject to certain limited exceptions, if we meet
the gross income test or the asset test for a particular taxable year, our
shares held by a U.S. Holder in that year will be treated as shares of a
PFIC for that year and all subsequent years in the U.S. Holder’s holding
period, even if we fail to meet either test in a subsequent year.





27




If we
were a PFIC in the future, gain realized by a U.S. Holder from the sale of PFIC
Shares and certain dividends received on such shares would be subject to tax
under the excess distribution regime, unless the U.S. Holder made one of
the elections discussed below. Under the excess distribution regime, federal
income tax on a U.S. Holder’s gain from the sale of PFIC Shares would be
calculated by allocating the gain ratably to each day the U.S. Holder held
its shares. Gain allocated to years  preceding the first year in which
we were a PFIC in the U.S. Holder’s holding period, if any, and gain
allocated to the year of disposition would be treated as gain arising in the
year of disposition and taxed as ordinary income.  Gain allocated to
all other years would be taxed at the highest tax rate in effect for each of
those years. Interest for the late payment of tax would be calculated and added
to the tax due for each of the PFIC Years, as if the tax was due and payable
with the tax return filed for that year. A distribution that exceeds 125% of the
average distributions received on PFIC Shares by a U.S. Holder during the 3
preceding taxable years (or, if shorter, the portion of the U.S. Holder’s
holding period before the taxable year) would be taxed in a similar
manner.





A
U.S. Holder may avoid taxation under the excess distribution regime by
making a qualified electing fund (“QEF”) election. For each year that we would
meet the PFIC gross income test or asset test, an electing U.S. Holder
would be required to include in gross income, its pro rata share of our net
ordinary income and net capital gains, if any.  The U.S. Holder’s
adjusted tax basis in our shares would be increased by the amount of such income
inclusions.  An actual distribution to the U.S. Holder out of
such income generally would not be treated as a dividend and would decrease the
U.S. Holder’s adjusted tax basis in our shares. Gain realized from the sale
of our shares covered by a QEF election would be taxed as a capital gain.
U.S. Holders will be eligible to make QEF elections, only if we agree to
provide to the U.S. Holders, which we do, the information they will need to
comply with the QEF rules.  Generally, a QEF election should be made
by the due date of the U.S. Holder’s tax return for the first taxable year
in which the U.S. Holder held our shares that includes the close of our
taxable year for which we met the PFIC gross income test or asset test. A QEF
election is made on IRS Form 8621.





A
U.S. Holder may also avoid taxation under the excess distribution regime by
timely making a mark-to-market election.  An electing U.S. Holder
would include in gross income the increase in the value of its PFIC Shares
during each of its taxable years and deduct from gross income the decrease in
the value of its PFIC Shares during each of its taxable
years.  Amounts included in gross income or deducted from gross income
by an electing U.S. Holder are treated as ordinary income and ordinary
deductions from U.S. sources.  Deductions for any year are
limited to the amount by which the income inclusions of prior years exceed the
income deductions of prior years. Gain from the sale of PFIC Shares covered by
an election is treated as ordinary income from U.S. sources while a loss is
treated as an ordinary deduction from U.S. sources only to the extent of
prior income inclusions. Losses in excess of such prior income inclusions are
treated as capital losses from U.S. sources.  A mark-to-market
election is timely if it is made by the due date of the U.S. Holder’s tax
return for the first taxable year in which the U.S. Holder held our shares
that includes the close of our taxable year for which we met the PFIC gross
income test or asset test. A mark-to-market election is also made on IRS
Form 8621.





As noted
above, a PFIC is not a qualified foreign corporation and hence dividends
received from a PFIC are not eligible for taxation at preferential long-term
capital gain tax rates.  Similarly, ordinary income included in the
gross income of a U.S. Holder who has made a QEF election or a
market-to-market election, and dividends received from corporations subject to
such election, are not eligible for taxation at preferential long-term capital
gain rates. The PFIC rules are extremely complex and could, if they apply, have
significant, adverse effects on the taxation of dividends received and gains
realized by a U.S. Holder.  Accordingly, prospective
U.S. Holders are strongly urged to consult their tax adviser concerning the
potential application of these rules to their particular circumstances.




Controlled
Foreign Corporation.





28





Special
rules apply to certain U.S. Holders that own stock in a foreign corporation
that is classified as a “controlled foreign corporation” (“CFC”).  We
do not expect to be classified as a CFC. However, future ownership changes could
cause us to become a CFC.  Prospective U.S. Holders are urged to
consult their tax advisor concerning the potential application of the CFC rules
to their particular circumstances.





Information
Reporting and Backup Withholding.





United
States information reporting and backup withholding requirements may apply with
respect to distributions to U.S. Holders, or the payment of proceeds from
the sale of shares, unless the U.S. Holder: (a) is an exempt recipient
(including a corporation); (b) complies with certain requirements,
including applicable certification requirements; or (c) is described in
certain other categories of persons. The backup withholding tax rate is
currently 28%.  Any amounts withheld from a payment to a
U.S. Holder under the backup withholding rules may be credited against any
U.S. federal income tax liability of the U.S. Holder and may entitle
the U.S. Holder to a refund.





F.
            Dividends and Paying
      Agents. Not applicable.





G.
            Statements by
      Experts.  Not
applicable.





H.
            Documents on
      Display.  Not
applicable.





I.
            Subsidiary
      Information.  See the notes to the financial
      statements.




Item
      11.
                                      Quantitative
      and Qualitative Disclosures About Market Risk.  Not
      applicable.


Item
      12.
                                      Description
      of Securities Other Than Equity Securities.  Not
      applicable


29




PART
II




Item
      13.
            Defaults,
      Dividend Arrearages and Delinquencies.  Not
      applicable.   Item
      14.
                                        Material
      Modifications to the Rights of Security Holders and Use of
      Proceeds.  Not
applicable.




Item
      15.
                                        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, 2007 and 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, 2007 and 2008.




The
Company’s assessment of the effectiveness of the ICFR at December 31, 2007 and
2008 identified





30





certain
material weaknesses as of those dates:




1.
            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.




2.
            There
      is significant risk of management override of existing controls as the two
      executive officers are also the directors of the
  Company.




3.
            The
      Company maintains limited audit evidence in documentary form which can be
      used to test the operating effectiveness of control
      activities.




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.  The Company intends to add
additional levels of executive management and personnel to remediate the
weaknesses, as and when the Company’s activities warrant this, and financial
resources are available.




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





There
have been no material changes in internal control over financial reporting that
occurred during the fiscal year (2008) covered by this report that have
materially affected, or are reasonably likely to materially affect, the
Company’s internal control over financial reporting.




Item
      16.
                                          [Reserved
      by the
SEC]




Item
      16A.
                                          Audit
      Committee Financial Experts.  The Company does not have an Audit
      Committee.


Item
      16B.
                                          Code
      of Ethics.  The Company has a
      Code of Ethics.  A copy of the Code of Ethics will be provided,
      without charge, upon request directed to Bradley Moynes, President of the
      Company, at #361, 1275 West 6th
      Avenue, Vancouver, BC, Canada, V6H
  1A6.




Item
      16C.
                                          Principal
      Accountant Fees and
Services.




Watson
Dauphinee & Masuch, Chartered Accountants, has been paid for services in
2007 and 2008 as
shown below.




Year
              Ended
              December
              31,
      2008
            
            
            Year
              Ended
              December
              31,
      2007Audit
      fees (a)
            
            $
            28,000
            
            
            $
            26,000Audit
      related fees (b)
            
            
            -
            
            
            
            -Tax
      fees (c)
            
            
            2,000
            
            
            
            2,000All
      other fees(d)
            
            
            2,000
            
            
            
            2,450$
            32,000
            
            
            $
            30,450




(a)
            Includes
      fees for audit of the annual financial statements filed with the
      Securities and Exchange





31





Commission
("SEC").





(b)
            For
      assurance and related services that were reasonably related to the
      performance of the audit or review of the financial statements, which fees
      are not included in the Audit Fees
category.





(c)
            For
      tax compliance, tax advice, and tax planning services, relating to federal
      and state tax returns as necessary.





(d)
            For
      services in respect of other reports required to be filed by the SEC and
      other agencies.





The
Company does not have an audit committee.  The Board of Directors
approves the terms of engagement before we engage the audit firm for audit and
non-audit services, except as to engagements for services outside the scope of
the original terms, in which instances the services have been provided pursuant
to pre-approval by the Board of Directors.  These pre-approval
policies and procedures are detailed as to the category of service and the Board
of Directors is kept informed of each service provided.





The
percentage of services provided for Audit-Related Fees, Tax Fees and All Other
Fees for 2008 and 2007 are as follows:





2008
            
            
            2007Audit
      fees
            
            
            87.50
            %
            
            
            85.39
            %Audit
      related fees
            
            
            -
            %
            
            
            -
            %Tax
      fees
            
            
            6.25
            %
            
            
            6.57
            %All
      other fees
            
            
            6.25
            %
            
            
            8.04
            %100.0
            %
            
            
            100.0
            %





Item
      16D.
                                            Exemptions
      from the Listing Standards for Audit Committees.  Not
  applicable.





Item
      16E.
                                            Purchases
      of Equity Securities by the Issuer and Affiliated
      Purchasers.  None.


Item
      16F.
                                            Change
      in Registrant’s Certifying Accountant.  None


Item
      16G.
                                            Corporate
      Governance. Not
      applicable.


32








PART
III


Item
      17.
                                            Financial
      Statements.   Not
      applicable.




Item
      18.
            Financial
      Statements.





See the
consolidated financial statements of the Company, the notes thereto, and the
auditors’ reports thereon, which are filed as Exhibit 99.1 with this Form
20-F.  All of the financial information is presented in accordance
with Canadian GAAP; however, as stated in the notes, there are no material
differences between Canadian GAAP and United States GAAP as applied to our
financial statements.




Item
      19.
            Exhibits.




Exhibit
      No.
            
            Description of
      Exhibit3.(i)
            
            Articles of
      Incorporation (Notice of Articles and Transition Application)
            *3.(ii)
            
            By-laws (Schedule
      “A”)
            *4. (1)
            
            Management Agreement
      of January 1, 2008 (Bradley James Moynes)
            *4. (2)
            
            Management Agreement
      of January 1, 2008 (James Robert Moynes)
            *4. (3)
            
            Certifications
      (Bradley James Moynes)
            **4. (4)
            
            Certifications (J.
      Robert Moynes)
            **4.
    (5)
            
            Certification
      Pursuant 18 USC Section 1350
            *4.(6)
            
            Rights Purchase
      Agreement of November 14, 2008 (Montag Property, Alberta,
Canada)
            **23. (1)
            
            Consent of
      Independent Auditors
            **99.
      (1)
            
            Consolidated
      Financial Statements for the years ended December 31, 2008 and
      2007.
            ****
            Filed
    herewith*
            Previously
      Filed





33








SIGNATURES





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




Rainchief
      Energy Inc.Date:  June
      12, 2009
              By:
              /s/  Bradley
      J. MoynesBradley
      J. Moynes,Chief
      Executive Officer


Date:
      June 12, 2009
              By:
              /s/  J.
      Robert MoynesJ. Robert
      Moynes,Interim
      Chief Financial Officer







34