UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





[X]
            ANNUAL
      REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
      FOR THE YEAR ENDED APRIL 30, 2009


Commission
file number 000-52758





RAINEARTH
INC.


(formerly
GoldRock Resources, Inc.)


(Exact
name of Company as specified in its charter)





NEVADA


(State
or other jurisdiction of incorporation or organization)





A
No.1 Building, ShangDu International Tower,


No.8
DongDaQiao Road, Beijing,


China
100020


(Address of principal executive
offices, including zip code.)





(852)3005-7220


(telephone
number, including area code)





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





Indicate
by check mark if the Company is not required to file reports pursuant to Section
13 or 15(d) of the Act: Yes
[    ] No [ X ]





Indicate
by check mark whether the Company(1) has filed all reports required 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 Company was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
day. Yes [ X ] No
[    ]





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulations S-K is not contained herein, and will not be contained, to the best
of Company’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.[    ]





Indicate
by check mark whether the Company is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 if the Exchange Act.





Large
      Accelerated filer[    ]Accelerated
      filer[     ]


Non-accelerated
      filer[    ]Smaller Reporting Company[ X
    ]


(Do not check if a smaller reporting
company)





Indicate
by check mark whether the Company is a shell company (as defined in Rule 12b-2
of the Act). Yes
[   ] No [  X ]





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of June 19, 2009
US$0.45.




TABLE
OF CONTENTS





PagePART
      IItem 1.
            Business.Item 1A.
            Risk Factors.Item 1B.
            Unresolved Staff Comments.Item 2.
            Properties.Item 3.
            Legal Proceedings.Item 4.
            Submission of Matters to a Vote of Security
      Holders.PART
      IIItem 5.
            Market Price for the Company’s Common Equity, Related
      Stockholders Matters and Issuer Purchases of Equity
      Securities.Item 6.
            Selected Financial Data.Item 7.
            Management’s Discussion and Analysis of Financial Condition
      and Results of Operation.Item 7A.
            Quantitative and Qualitative Disclosures About Market
      Risk.Item 8.
            Financial Statements and Supplementary
    Data.Item 9.
            Changes in and Disagreements With Accountants on Accounting
      and Financial Disclosure.PART
      IIIItem 9A.
            Controls and Procedures.Item 9B.
            Other Information.Item 10.
            Directors and Executive Officers, Promoters and Control
      Persons.Item 11.
            Executive Compensation.Item 12.
            Security Ownership of Certain Beneficial Owners and
      Management.Item 13.
            Certain Relationships and Related Transactions, and
      Director Independence.Item 14.
            Principal Accounting Fees and Services.PART
      IVItem 15.
            Exhibits and Financial Statement
    Schedules.


PART
I.





ITEM  1.                      BUSINESS.





Note
Regarding Forward-Looking Statements









This
Annual Report on Form 10-K and other documents we file with the Securities and
Exchange Commission contain forward-looking statements, as the term is defined
in the Private Securities Litigation Reform Act of 1995. In addition, we may
make forward-looking statements in press releases or written statements, or in
our communications and discussions with investors and analysts in the normal
course of business through meetings, web casts, phone calls and conference
calls. Such forward-looking statements, whether expressed or implied, are
subject to risks and uncertainties which could cause our actual results to
differ materially from those implied by such forward-looking statements, due to
a number of factors, many of which are beyond our control, which include, but
are not limited to:




•
            
            the
      market adoption of and demand for our existing and new pharmaceutical
      products;




•
            
            our
      ability to maintain and/or improve sales and earnings
      performance;




•
            
            the
      ability to successfully manufacture products in an efficient,
      time-sensitive and cost effective
manner;




•
            
            our
      ability to service our debt;




•
            
            the
      impact on our products and revenues of patents and other proprietary
      rights licensed or owned by us, our competitors and other third
      parties;




•
            
            our
      ability, and that of our suppliers, to comply with laws, regulations and
      standards, and the application and interpretation of those laws,
      regulations and standards, that govern or affect the pharmaceutical
      industry, the non-compliance with which may delay or prevent the sale of
      our products;




•
            
            the
      difficulty in predicting the timing or outcome of product development
      efforts and regulatory approvals;




•
            
            the
      availability and price of acceptable raw materials and components from
      third-party suppliers;




•
            
            evolution
      of the fee-for-service arrangements being adopted by our major wholesale
      customers;




•
            
            risks
      inherent in divestitures and spin-offs, including business risks, legal
      risks and risks associated with the tax and accounting treatment of such
      transactions;




•
            
            inventory
      reductions or fluctuations in buying patterns by wholesalers or
      distributors;




•
            
            the
      possibility that the Merger may involve unexpected
  costs;




•
            
            the
      outcome of any pending or future litigation and administrative
      claims;




•
            
            the
      impact of recent legislative changes to the governmental reimbursement
      system;





•
            
            challenges
      of integration and restructuring associated with the Merger or other
      planned acquisitions and the challenges of achieving anticipated
      synergies; and




•
            
            the
      impact of any product liability, or other litigation to which the company
      is, or may become a party.










Forward-looking
statements also include the assumptions underlying or relating to any of the
foregoing or other such statements. When used in this report, the words “may,”
“will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,”
“estimate,” “predict” and similar expressions are generally intended to identify
forward-looking statements.




Readers
are cautioned not to place undue reliance on these forward-looking statements,
which reflect management’s opinions only as of the date hereof. We undertake no
obligation to revise or publicly release the results of any revision to these
forward-looking statements, whether as a result of new information, changes in
assumptions, future events or otherwise. Readers should carefully review the
factors described in Item 1A: Risk Factors below and other documents we
file from time to time with the Securities and Exchange Commission for a more
detailed description of the risks and other factors that may affect the
forward-looking statements. Readers should understand that it is not possible to
predict or identify all such factors. Consequently, readers should not consider
any such list to be a complete set of all potential risks or
uncertainties.





Unless
the context otherwise requires, references in this report to “RainEarth Inc.,”
“the Company,” “we,” “us” and “our” refer to “RainEarth Inc.” and its
subsidiaries.





We were incorporated in the State of
Nevada on March 14, 2006.  We are a developing stage corporation. We
maintain our statutory registered agent's office at The Corporation Trust
Company of Nevada, 6100 Neil Road, Suite 500, Reno, Nevada 89511 and our
business office is located at A No.1 Building, ShangDu International Tower, No.8
DongDaQiao Road, Beijing, China 100020. This is our mailing address as well. Our
telephone number is (852)3005-7220.





Background





In April 2006, Shu-heng Wang, our
former president acquired one mining claim containing fourteen cells in British
Columbia, Canada (Property) by arranging the registration of the same through
James W. McLeod, a geologist, a non affiliated third party.  A claim
is a grant from the Crown of the available land within the cells to the holder
to remove and sell minerals.  A cell is an area which appears
electronically on the British Columbia Internet Minerals Titles Online
Grid.  The online grid is the geographical basis for the
cell.  Mr. McLeod is a self-employed contract staker, field worker and
professional geologist residing in British Columbia.





Our exploration target is to find an
ore body containing gold. Our success depends upon finding mineralized
material.  Mineralized material is a mineralized body, which has been
delineated by appropriate spaced drilling or underground sampling to support
sufficient tonnage and average grade of metals to justify removal. This includes
a determination by our consultant if the property contains
reserves.





As a continuation of the exploration
program, Sookochoff Consultants Inc. has completed a prospecting on the Property
in November 2008. The purpose of the prospecting program was to locate any
indications of copper or gold mineralization or coal bearing horizons with the
rocks that are indicated to outcrop on the Property. In this prospecting
program, adequate coverage of the property was made to locate outcrop or float
material which could have provided indications of copper or gold mineralization
and/or coal bearing sediments.





Unfortunately, in the few outcrops
found and examined in the northeast, the basalts were fresh with no
mineralization or alteration. As a result of this prospecting program, the
Property does not warrant any additional exploration and/or expenditures and is
recommended to be allowed to expire.





Based on
the recommendation from the geologist consultant, the Company started to look
for other business opportunities. On March 25, 2009, the Company and Beijing
RainEarth Technology Co. Ltd., a company organized and existing under the laws
of the People's Republic of China (“China RainEarth”), entered into a Business
Cooperation Agreement (the “Agreement”) for a term of twenty years. The purpose
of the Agreement is to jointly conduct Hollow Fiber Mambrane Materials’
application and manufacturing business in China.





The
Company will provide Advice and assistance relating to development of marketing
and provision of consultancy services, particularly as related to the Business
to China RainEarth, and take such action as may be reasonably required to raise
up to RM 136 million ($ 20 million U.S. Dollar) of China RainEarth's financial
obligations.





China
RainEarth will retain the services of the Company in relation to the current and
proposed operations of China RainEarth’s business in the People’s Republic of
China.  China RainEarth will give 60% of its revenue after deduction
of direct operating costs, expenses and taxes to the Company in consideration of
the Company’s services.




The Company has changed name
to RainEarth Inc. to better reflect its current business.





We have no revenues, have achieved
losses since inception, Our future revenue will depend on the operation result
of China RainEarth. China RainEarth was established in October, 2005 in Beijing,
China. China RainEarth is a hi-tech enterprise which is dedicated to the
research & development and application of fiber membrane technologies.
Developed independently by China RainEarth, the techniques for manufacturing
hollow fiber membranes and fiber drawing equipment broke through foreign (mainly
German) technical monopoly, and gained supports from the Beijing Innovation Fund
for Small and Medium Enterprises in 2007, along with the Beijing Municipal
Science & Technology Commission and the Innovation Fund for the 1st Batch
of Small and Medium Technical Enterprises in 2008, the fund was released from
the Ministry of Science and Technology in China.




Hollow
fiber membranes, as a core component of special filtration absorbers, are widely
used in blood purification, ascites reinfusion and water treatment,
etc.




China
RainEarth initially chose the benchmark product blood dialyzer, which can best
certify their product research & development and manufacturing advantages,
as the market entry point, and then further entered ascites concentrator and
water purification markets.




Blood
dialysis is an effective measure for patients with acute and chronic renal
failure (uremia) to sustain their lives. In 2007, 7-8 million pieces of blood
dialyzers were consumed in China. With the rapid social and economic development
as well as improvement of healthcare services, 15 million pieces of blood
dialyzers will be consumed in China by 2012 and the market size will hit around
US$200 million. 70 million pieces of dialyzers are consumed each year in
developing countries including Turkey, India, South Africa and
Pakistan.







We have
been issued a going concern opinion and rely upon the sale of our securities and
loans from our officers and directors to fund operations.





We may
not have enough money to complete our business plan.  If it turns out
that we have not raised enough money to complete our business plan, we will try
to raise additional funds from a second public offering, a private placement or
loans. At the present time, we have not made any plans to raise additional money
and there is no assurance that we would be able to raise additional money in the
future. In we need additional money and cant raise it, we will have to suspend
or cease operations.








Competitive
Factors




Competition
among pharmaceutical and other companies that develop, manufacture or market
pharmaceutical products, including blood dialysis, is intense. We compete with
these entities in all areas of business, including competing to attract and
retain qualified scientific and technical personnel.




China
RainEarth faces competition from major, brand name pharmaceutical companies as
well as increased competition from new competitors.




In China,
dialyzers are monopolized by manufacturers in the US, Germany and Japan, only
they can produce “separation membrane”, a membrane seemed to be fiber, but
actually it is hollow with a lot of millipores on its lateral surface. Only a
couple of companies around the world are capable to produce such membranes, and
that is why dialyzers are monopolized by foreign manufacturers. Chinese
companies started the research and development in the 1980s, but only limited to
scientific and technological data and filing scientific and technological
achievements.





The market share seized by domestic
products is less than 2% currently, but in next five years, with development of
national industry, domestic made blood dialyzers are expected to seize a
substantial market share. Based on this assumption, by 2012, the number of blood
dialyzers consumed in China will reach 15 million and domestic products will
seize 50% of the market share, while the export of domestic products will be
more than twice of the quantity used in domestic market.




With years of research and
development by the founders of China RainEarth, they have become the one of a
very few companies in China that has mastered chemical formula and technique of
hollow fiber separation membranes as well as the design and development
capabilities for production equipment of hollow fiber separation membranes.
Currently their hollow fiber separation membrane has obtained China Compulsory
Certification (“CCC”) and passed tests by the State Food and Drug Administration
in China.




Since China RainEarth has
proprietary fiber membrane manufacturing techniques (only German Company:
Fresenius can independently manufacture fiber membrane production equipment) and
the capabilities to design and develop assembly and production lines, no need to
import expensive equipment, therefore, the products will have strong cost
advantage. Also, dialyzers manufactured by China RainEarth have undergone
clinical experiments and CCC certification, and obtained registration
certificates. China RainEarth has also completed all tests and clinical
experiments necessary for CE (Confirmite Europeenne) certification for medical
instruments, and is qualified to export its products.







Regulatory
Considerations





Pharmaceutical
products are subject to extensive pre- and post-market regulation by State Food
and Drug Administration in China, including regulations that govern the testing,
manufacturing, safety, efficacy, labeling, storage, record keeping, advertising
and promotion of the products under the State Food and Drug Administration
rules, and by comparable agencies in foreign countries. China Compulsory
Certification is required before any medical instruments can be marketed in
China. For blood dialysis manufacturing and marketing, Category III medical
instrument production license has be to obtained before manufacturing and
marketing.  In order to export blood dialysis, the exporter usually
will need to get CE certification for medical instruments.





China
RainEarth has obtained China Compulsory Certification, Category III medical
instrument production license, has passed the Quality System Assessment and
obtained CE certification.




Manufacturing





China
RainEarth’s manufacturing operations are located in 18 Keyuan Road, the
Industrial Development Zone of Huangcun Town, Daxing District, Beijing, China.
The facility consists of a manufacturing plant with capabilities of producing
blood dialysis.  China RainEarth began commercial manufacturing from
this facility in 2005. Currently China RainEarth can produce about 150,000
pieces of blood dialyzers annually from this facility.




China
RainEarth is required to comply with the applicable regulations require quality
control and quality assurance as well as the corresponding maintenance of
records and documentation. Our manufacturing facilities must meet these
requirements to permit us to manufacture our products. We are subject to the
periodic inspection of our facilities, procedures and operations and/or the
testing of our products to assess our compliance with applicable
regulations.




Failure
to comply with the statutory and regulatory requirements subjects the
manufacturer to possible legal or regulatory action, including the seizure or
recall of products, injunctions, consent decrees placing significant
restrictions on or suspending manufacturing operations, and civil and criminal
penalties. Adverse experiences with the product must be reported to the
authority and could result in the imposition of market restriction through
labeling changes or in product removal. Product approvals may be withdrawn if
compliance with regulatory requirements is not maintained or if problems
concerning safety or efficacy of the product occur following
approval.




Raw
Materials




The
manufacture of blood dialysis requires raw materials and other components that
must meet stringent requirements. Some of these raw materials and other
components currently are available only from a limited number of sources. From
time to time, it is necessary to maintain increased levels of certain raw
materials due to the anticipation of raw material shortages or in response to
market opportunities.




Intellectual
Property




China
RainEarth relies on trade secrets, unpatented proprietary know-how, continuing
technological innovation and patent protection to preserve our competitive
position. The success depends on China RainEarth’s ability to operate without
infringing the patents and proprietary rights of third parties. China RainEarth
cannot determine with certainty whether patents or patent applications of other
parties will materially affect our ability to make, use or sell any products. A
number of pharmaceutical companies, biotechnology companies, universities and
research institutions may have filed patent applications or may have been
granted patents that cover aspects of China RainEarth’s products, product
candidates or other technologies.




Intellectual
property protection is highly uncertain and involves complex legal and factual
questions. China RainEarth’s patents and those for which they have or will
license rights may be challenged, invalidated, infringed or circumvented, and
the rights granted in those patents may not provide proprietary protection or
competitive advantages to us. China RainEarth may not be able to develop
patentable products. Even if patent claims are allowed, the claims may not
issue, or in the event of issuance, may not be sufficient to protect the
technology owned by or licensed to China RainEarth.




Third-party
patent applications and patents could reduce the coverage of the patents
licensed, or that may be licensed to or owned by China RainEarth. If patents
containing competitive or conflicting claims are issued to third parties, China
RainEarth may be enjoined from commercialization of products or be required to
obtain licenses to these patents or to develop or obtain alternative technology.
In addition, other parties may duplicate, design around or independently develop
similar or alternative technologies to China RainEarth’s.




Litigation
may be necessary to enforce patents issued or licensed to China RainEarth or to
determine the scope or validity of another party’s proprietary rights. China
RainEarth could incur substantial costs and their management’s attention would
be diverted.








Employees and Employment
Agreements





At present, we have no full-time
employees.  Our two officers and directors are part-time employees and
each will devote about 25% of their time or ten hours per week to our
operation.  Our officers and directors do not have employment
agreements with us. We presently do not have pension, health, annuity,
insurance, stock options, profit sharing or similar benefit plans; however, we
may adopt plans in the future. There are presently no personal benefits
available to our officers and directors. Mr. Yin will handle our administrative
duties.  Because our officers and directors are inexperienced with
hollow fiber membrane industry, they will hire qualified persons to conduct some
work.







Offices





Our office is located at A No.1
Building, ShangDu International Tower, No.8 DongDaQiao Road, Beijing, China
100020. This is our mailing address as well. Our telephone number is (852)
3005-7220.  Our President has donated his office place as our office
for free without a written lease agreement.








ITEM
1A.                                RISK
FACTORS.





We are a smaller reporting company as
defined by Rule 12b-2 of the Exchange Act and are not required to provide the
information required under this item.







Risks
Related to Our Business




We
have no operating history to provide you with an adequate basis to judge our
future prospects and results of operations.




We have
no operating history to provide a meaningful basis for you to evaluate our
business and financial performance. It is also difficult to evaluate the
business of China RainEarth because we do not have sufficient experience to
address the risks frequently encountered by early stage companies using new
technologies to enter this market. Our senior management team doesn’t have
experience in medical instrument manufacturing and marketing filed and it may be
difficult for you to evaluate their effectiveness, on an individual or
collective basis, and ability to address future challenges to our
business.







If
hospitals and patients do not accept China RainEarth’s products, we may be
unable to generate sufficient cash flow from our operating activities and our
prospects and results of operations could be negatively affected.




The market for blood dialysis in
China is currently dominated by foreign companies. China RainEarth competes for
medical instruments spending with many other companies which have established
brand names for years. China RainEarth is a relatively new company in China and
in the medical instrument industry generally. If China RainEarth is not able to
gain acceptance from its clients, we will be unable to generate sufficient
revenues and cash flow to operate our business, and our revenues, prospects and
results of operations could be negatively affected.




We
derive substantially all of our revenues from sharing China RainEarth’s revenue
according to the Agreement. China RainEarth is currently manufacturing and
marketing medical instruments, especially blood dialysis. If there is a downturn
in the medical instruments industry, especially blood dialysis consumption, we
may not be able to diversify our revenue sources and our ability to generate
revenues and our results of operations could be materially and adversely
affected.




Substantially
all of our expected future revenues will be generated from the share of China
RainEarth’s revenue according to the Agreement.




We do not
have any current plans to expand outside this sector to diversify our revenue
sources. As a result, if there is a downturn in the medical instruments
industry, especially blood dialysis consumption, we may not be able to diversify
our revenue sources and our ability to generate revenues and our results of
operations could be materially and adversely affected.





When
China RainEarth’s facility reaches production limit, we may be unable to produce
additional products to satisfy all of the clients’ needs, which could hamper
China RainEarth’s ability to generate higher levels of revenues and
profitability over time.




When
China RainEarth’s facility reaches production limit, we may be unable to produce
additional products to satisfy all of the clients’ needs. China RainEarth might
lease other facilities to produce additional products. However, there is no such
lease agreement at the present time. This inability could hamper China
RainEarth’s ability to generate higher levels of revenues and profitability over
time.




If
certain registration certificates are not obtained for our operations where such
registration certificates are deemed to be required, we may be subject to
administrative sanctions, including the discontinuation of our business where
the required advertising registration is not obtained.




China RainEarth is required to
comply with the applicable regulations require quality control and quality
assurance as well as the corresponding maintenance of records and documentation.
China RainEarth’s manufacturing facilities must meet these requirements to
permit us to manufacture our products. We are subject to the periodic inspection
of our facilities, procedures and operations and/or the testing of our products
to assess our compliance with applicable regulations.




Failure to comply with the
statutory and regulatory requirements subjects the manufacturer to possible
legal or regulatory action, including the seizure or recall of products,
injunctions, consent decrees placing significant restrictions on or suspending
manufacturing operations, and civil and criminal penalties. Adverse experiences
with the product must be reported to the authority and could result in the
imposition of market restriction through labeling changes or in product removal.
Product approvals may be withdrawn if compliance with regulatory requirements is
not maintained or if problems concerning safety or efficacy of the product occur
following approval.







Because
China RainEarth relies on third-party agencies to help marketing the products,
failure to retain key third-party agencies or attract additional agencies on
favorable terms could materially and adversely affect our revenue
growth.




China
RainEarth will engage third-party agencies to help marketing the products. We
cannot assure you that we will maintain favorable relationships with them. If we
fail to retain key third-party agencies or attract additional agencies, we may
not be able to retain existing clients or attract new clients and China
RainEarth’s business and results of operations could be materially adversely
affected.






We
face significant competition in the PRC medical instruments industry, and if we
do not compete successfully against new and existing competitors, we may lose
our market share, and our profitability may be adversely affected.




We face
significant competition in the PRC medical instruments industry, especially for
blood dialysis manufacturing and marketing. We compete for clients primarily on
the basis of the cost and quality of the projects that we offer and brand
recognition. We compete for overall medical spending with other alternative
medical companies. We also compete for medical instruments dollars spent in the
blood dialysis field. We may also face competition from new entrants into this
market in the future.




Significant
competition could reduce operating margins and profitability and result in a
loss of market share. Some of our existing and potential competitors may have
competitive advantages, such as significantly greater brand recognition,
financial, marketing or other resources and may be able to mimic and adopt our
business model. Significant competition will provide clients with a wider range
of medical service alternatives, which could lead to lower prices and decreased
revenues, gross margins and profits. We cannot assure you that we will be able
to successfully compete against new or existing competitors.




Our
business depends substantially on the continuing efforts of our senior
executives, and our business may be severely disrupted if we lose their
services.




Our
future success heavily depends upon the services of our senior executives and
other key employees. We rely on their industry expertise, their experience in
our business operations and sales and marketing, and their working relationships
with our employees, our other major shareholders, our clients, and relevant
government authorities.




If one or
more of our senior executives were unable or unwilling to continue in their
present positions, we might not be able to replace them easily or at all. If any
of our senior executives joins a competitor or forms a competing company, we may
lose clients, suppliers, key professionals and staff members.




We
may be subject to intellectual property infringement claims, which may force us
to incur substantial legal expenses and, if determined adversely against us, may
materially disrupt our business.




There is
no assurance that our displays or other aspects of our business do not or will
not infringe upon patents, copyrights or other intellectual property rights held
by third parties. Although we are not aware of any such claims, we may become
subject to legal proceedings and claims from time to time relating to the
intellectual property of others in the ordinary course of our business. If we
are found to have violated the intellectual property rights of others, we may be
enjoined from using such intellectual property, and we may incur licensing fees
or be forced to develop alternatives. In addition, we may incur substantial
expenses and diversion of management time in defending against these third-party
infringement claims, regardless of their merit. Successful infringement or
licensing claims against us may result in substantial monetary liabilities,
which may materially and adversely disrupt our business.




We
do not have any business liability, disruption or litigation insurance, and any
business disruption or litigation we experience might result in our incurring
substantial costs and the diversion of resources.




The
insurance industry in China is still at an early stage of development. Insurance
companies in China offer limited business insurance products and do not, to our
knowledge, offer business liability insurance. While business disruption
insurance is available to a limited extent in China, we have determined that the
risks of disruption, cost of such insurance and the difficulties associated with
acquiring such insurance on commercially reasonable terms make it impractical
for us to have such insurance. As a result, we do not have any business
liability, disruption or litigation insurance coverage for our operations in
China. Any business disruption or litigation may result in our incurring
substantial costs and the diversion of resources.






Risks
Related to Regulation of Our Business and to Our Structure




Contractual
arrangements we have entered into among our subsidiaries and variable interest
entity may be subject to scrutiny by the PRC tax authorities and a finding that
we owe additional taxes or are ineligible for our preferential tax treatment, or
both, could substantially increase our taxes owed, and reduce our net income and
the value of your investment.




Under
PRC law, arrangements and transactions among related parties may be audited
or challenged by the PRC tax authorities. If any of the transactions we have
entered into among Orient Come and our variable interest entity are found not to
be on an arm’s-length basis, or to result in an unreasonable reduction in tax
under PRC law, the PRC tax authorities have the authority to assess
penalties.






The
contractual agreements between the Company and China RainEarth may not be as
effective in providing operational control as direct ownership of these
businesses and may be ineffective to permit consolidation of the financial
results of the business.





We depend
on China RainEarth, an operating company in which we have no equity ownership
interest, for substantially all of our operations, revenues and net income, and
must rely on our Business Cooperation Agreement to control and operate our
business. These contractual agreements may not be as effective in providing and
maintaining control over the operating company and its business operations as
direct ownership of these businesses. For example, we may not be able to take
control of China RainEarth upon the occurrence of certain events, such as the
imposition of statutory liens, judgments, court orders, death or incapacity.
Furthermore, if the operating company and its shareholders fail to perform as
required under the Business Cooperation Agreement, we will have to rely on the
PRC legal system to enforce those agreements, and due to the uncertainties that
exist under PRC law about its structure, there is no guarantee that we will be
successful in an enforcement action and any action could result in the
disruption of our business, damage to our reputation, diversion of our resources
and significant costs. In addition, the PRC government may propose new laws or
amend current laws that may be detrimental to our current contractual agreements
with the operating company, which may in turn have a material adverse effect on
our business operations.







Risks
Related to Doing Business in China




Adverse
changes in the political and economic policies of the PRC government could have
a material adverse effect on the overall economic growth of China, which could
reduce the demand for our services and have a material adverse effect on our
competitive position.




Substantially
all of our assets are located in China and substantially all of our revenues
will be derived from our operations in China. Accordingly, our business,
financial condition, results of operations and prospects are affected
significantly by economic, political and legal developments of China. The
Chinese economy differs from the economies of most developed countries in many
respects, including:




•
            
            the
      amount of government involvement;•
            
            the
      level of development;





•
            
            the
      growth rate;•
            
            the
      control of foreign exchange; and





•
            
            the
      allocation of resources.





While the
Chinese economy has experienced significant growth in the past 25 years, growth
has been uneven both geographically and among various sectors of the economy.
The PRC government has implemented various measures to encourage economic growth
and guide the allocation of resources. Some of these measures may benefit the
overall Chinese economy, but may also have a negative effect on us. We cannot
predict the future direction of political or economic reforms or the effects
such measures may have on our business, financial position or results of
operations. Any adverse change in the political or economic conditions in China,
including changes in the policies of the PRC government or in laws and
regulations in China, could have a material adverse effect on the overall
economic growth of China and in the KTV advertising industry. Such developments
could have a material adverse effect on our business, lead to reduction in
demand for our services and materially and adversely affect our competitive
position.






Fluctuations
in exchange rates may have a material adverse effect on your
investment.




The value
of the RMB against the U.S. dollar and other currencies may fluctuate and is
affected by, among other things, changes in China’s political and economic
conditions. The conversion of RMB into foreign currencies, including U.S.
dollars, has been based on rates set by the People’s Bank of China. On
July 21, 2005, the PRC government changed its decade-old policy of pegging
the value of the RMB to the U.S. dollar. Under the new policy, the RMB is
permitted to fluctuate within a narrow and managed band against a basket of
certain foreign currencies. This change in policy has resulted in an average
approximately 8.0% appreciation of the RMB against the U.S. dollar between
July 21, 2005 and June 30, 2007. While the international reaction to
the RMB revaluation has generally been positive, there remains significant
international pressure on the PRC government to adopt an even more flexible
currency policy, which could result in a further and more significant
appreciation of the RMB against the U.S. dollar.




The
reporting and functional currency of our company is the U.S. dollar. However,
substantially all of the revenues and expenses of our consolidated operating
subsidiaries and affiliate entities are denominated in RMB. Substantially all of
our sales contracts will be denominated in RMB and substantially all of our
costs and expenses are denominated in RMB. Fluctuations in exchange rates,
primarily those involving the U.S. dollar, may affect the relative purchasing
power of these proceeds and our balance sheet and earnings per share in U.S.
dollars following this offering. In addition, appreciation or depreciation in
the value of the RMB relative to the U.S. dollar would affect our financial
results reported in U.S. dollar terms without giving effect to any underlying
change in our business or results of operations.




Very
limited hedging transactions are available in China to reduce our exposure to
exchange rate fluctuations. To date, we have not entered into any hedging
transactions in an effort to reduce our exposure to foreign currency exchange
risk. While we may decide to enter into hedging transactions in the future, the
availability and effectiveness of these hedges may be limited so that we may not
be able to successfully hedge our exposure at all. In addition, our currency
exchange losses may be magnified by PRC exchange control regulations that
restrict our ability to convert RMB into foreign currency. As a result,
fluctuations in exchange rates may have a material adverse effect on your
investment.




Restrictions
on currency exchange may limit our ability to receive and use our revenues or
financing effectively.




Substantially
all of our revenues and expenses will be denominated in RMB. If our
RMB-denominated revenues increase or RMB-denominated expenses decrease in the
future, we may need to convert a portion of our revenues into other currencies
to meet our foreign currency obligations.




Foreign
exchange transactions by foreign company’s subsidiary and variable interest
entity in China under capital accounts continues to be subject to significant
foreign exchange controls and require the approval of, or registration with, PRC
governmental authorities. These limitations could affect the ability of these
entities to obtain foreign exchange through debt or equity financing, and could
affect our business and financial condition.






We
may have difficulty establishing adequate management, legal and financial
controls in the People's Republic of China.




The PRC
historically has been deficient in Western style management and financial
reporting concepts and practices, as well as in modern banking, computer and
other control systems.  We may have difficulty in hiring and retaining
a sufficient number of qualified employees to work in the PRC.  As a
result of these factors, we may experience difficulty in establishing
management, legal and financial controls, collecting financial data and
preparing financial statements, books of account and corporate records and
instituting business practices that meet Western standards.  We may
have difficulty establishing management, legal and financial controls in the
PRC.






Risks
Related to the Common Stock




There
may not be sufficient liquidity in the market for our securities in order for
investors to sell their securities.




There is
currently only a limited public market for our common stock, which is listed on
the Over-the-Counter Bulletin Board, and there can be no assurance that a
trading market will develop further or be maintained in the future.






The
market price of our common stock may be volatile.




The
market price of our common stock has been and will likely continue to be highly
volatile, as is the stock market in general, and the market for OTC Bulletin
Board quoted stocks in particular. Some of the factors that may materially
affect the market price of our common stock are beyond our control, such as
changes in financial estimates by industry and securities analysts, conditions
or trends in the industry in which we operate or sales of our common stock.
These factors may materially adversely affect the market price of our common
stock, regardless of our performance. In addition, the public stock markets have
experienced extreme price and trading volume volatility. This volatility has
significantly affected the market prices of securities of many companies for
reasons frequently unrelated to the operating performance of the specific
companies. These broad market fluctuations may adversely affect the market price
of our common stock.




Our
Common Stock is considered “penny stock.”




The SEC
has adopted regulations, which generally define “penny stock” to be an equity
security that has a market price of less than $5.00 per share, subject to
specific exemptions. The market price of our common stock is less than $5.00 per
share and therefore is a “penny stock.” Brokers and dealers effecting
transactions in “penny stock” must disclose certain information concerning the
transaction, obtain a written agreement from the purchaser and determine that
the purchaser is reasonably suitable to purchase the securities. These rules may
restrict the ability of brokers or dealers to sell our common stock and may
affect your ability to sell shares.













ITEM
1B.                   UNRESOLVED
STAFF COMMENTS.





We are a smaller reporting company as
defined by Rule 12b-2 of the Exchange Act and are not required to provide the
information required under this item.








ITEM
2.                      PROPERTIES.





We own no interest in any
property.








ITEM
3.                      LEGAL
PROCEEDINGS.





We are not presently a party to any
litigation.








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





During the fourth quarter, there were
no matters submitted to a vote of our shareholders.


























PART
II





ITEM
      5.
            MARKET PRICE FOR THE COMPANY’S COMMON EQUITY, RELATED
      STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
      SECURITIES.





Our shares were traded on the Bulletin
Board under the symbol “GRKR”, changed to “RNER” on May 21, 2009.  A
summary of trading by quarter for last two fiscal years is as
follows:





High Bid
            Low BidFourth
      Quarter 2-1-09 to 4-30-09
            $1.05
            $0.55Third
      Quarter 11-1-08 to 1-31-09
            $0
            $0Second
      Quarter 8-1-08 to 10-31-08
            $0
            $0First
      Quarter 5-1-08 to 7-31-08
            $0
            $0Fourth
      Quarter 2-1-08 to 4-30-08
            $0
            $0Third
      Quarter 11-1-07 to 1-31-08
            $0
            $0Second
      Quarter 8-1-07 to 10-31-07
            $0
            $0First
      Quarter 5-1-07 to 7-31-07
            $0
            $0








On July 11, 2008, we completed a
ten-for-one stock split.  The par value of the common stock will
remain $0.00001 per share and the number of authorized shares of common stock
and preferred stock will remain 100,000,000 shares each.  The
information contained in this report reflects the stock split.





In April 2006, we issued 5,000,000
shares of common stock were issued to Shu-Heng Wang, one of our former officers
and directors and in April 2006 we issued  5,000,000 shares of common
stock  to Jean Jin, one of our former officers and
directors.  The 10,000,000 shares are restricted securities, as
defined in Rule 144 of the Rules and Regulations of the SEC promulgated under
the Securities Act.





In October 2007, we completed our
public offering issued 10,000,000 shares of common stock to 42 persons in
consideration of $100,000.





In April 2009, the Company has issued
32 million restricted common shares to the designated party of Beijing RainEarth
Technology Co. Ltd. (“RainEarth Designee”) as additional consideration for
entering into the Agreement signed between the Company and Beijing RainEarth
Technology Co. Ltd. dated March 25, 2009 (“Agreement”), in an offering intended
to be exempt from registration under the Securities Act of 1933, as amended (the
“Act”), pursuant to Regulation S promulgated pursuant to the Act. RainEarth
Designee will not constitute “U.S. Persons” within the meaning of Regulation S,
and the shares may become eligible for sale pursuant to Rule 144 under the Act
within one year if certain conditions are met. The consideration received by the
Company for the issuance of the shares was the agreement of Beijing RainEarth
Technology Co. Ltd. to enter into the Agreement.





Status
of Our Public Offering





On February 1, 2007, the Securities and
Exchange Commission declared our Form SB-2 Registration Statement effective
(File number 333-135891) permitting us to offer up to 2,000,000 shares of common
stock at $0.10 per share. There is no underwriter involved in our public
offering. On October 27, 2007 we completed our public offering and raised
$100,000 by selling 10,000,000 shares of common stock to 42
individuals.  Since that time we used the proceeds as
follows:





Currently
we have $52,470 remaining from the proceeds of our public offering.





Cash Dividends





As of the date of this report, we have
not paid any cash dividends to stockholders. The declaration of any future cash
dividend will be at the discretion of our board of directors and will depend
upon our earnings, if any, our capital requirements and financial position, our
general economic conditions, and other pertinent conditions. It is our present
intention not to pay any cash dividends in the foreseeable future, but rather to
reinvest earnings, if any, in our business operations.





Section Rule 15(g) of the Securities Exchange Act of
1934





Our shares are covered by section 15(g)
of the Securities Exchange Act of 1934, as amended, and Rules 15g-1 through
15g-6, and 15g-9 promulgated thereunder. They impose additional sales practice
requirements on broker-dealers who sell our securities to persons other than
established customers and accredited investors (generally institutions with
assets in excess of $5,000,000 or individuals with net worth in excess of
$1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their
spouses).





Rule 15g-1 exempts a number of specific
transactions from the scope of the penny stock rules.





Rule 15g-2 declares unlawful
broker-dealer transactions in penny stocks unless the broker-dealer has first
provided to the customer a standardized disclosure document.





Rule 15g-3 provides that it is unlawful
for a broker-dealer to engage in a penny stock transaction unless the
broker-dealer first discloses and subsequently confirms to the customer current
quotation prices or similar market information concerning the penny stock in
question.





Rule 15g-4 prohibits broker-dealers
from completing penny stock transactions for a customer unless the broker-dealer
first discloses to the customer the amount of compensation or other remuneration
received as a result of the penny stock transaction.





Rule 15g-5 requires that a
broker-dealer executing a penny stock transaction, other than one exempt under
Rule 15g-1, disclose to its customer, at the time of or prior to the
transaction, information about the sales persons compensation.








Rule 15g-6 requires broker-dealers
selling penny stocks to provide their customers with monthly account
statements.





Rule 15g-9 requires broker-dealers to
approve the transaction for the customer’s account; obtain a written agreement
from the customer setting forth the identity and quantity of the stock being
purchased; obtain from the customer information regarding his investment
experience; make a determination that the investment is suitable for the
investor; deliver to the customer a written statement for the basis for the
suitability determination; notify the customer of his rights and remedies in
cases of fraud in penny stock transactions; and, the FINRA's toll free telephone
number and the central number of the North American Administrators Association,
for information on the disciplinary history of broker-dealers and their
associated persons.





The application of the penny stock
rules may affect your ability to resell your shares.





Securities
authorized for issuance under equity compensation plans





We do not have any equity compensation
plans and accordingly we have no securities authorized for issuance
thereunder.








ITEM
6.                      SELECTED
FINANCIAL DATA.





We are a smaller reporting company as
defined by Rule 12b-2 of the Exchange Act and are not required to provide the
information required under this item.








ITEM
      7.
            MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
      RESULTS OF OPERATIONS.





This section of the report includes a
number of forward-looking statements that reflect our current views with respect
to future events and financial performance. Forward-looking statements are often
identified by words like: believe, expect, estimate, anticipate, intend, project
and similar expressions, or words which, by their nature, refer to future
events. You should not place undue certainty on these forward-looking
statements, which apply only as of the date of this report. These
forward-looking statements are subject to certain risks and uncertainties that
could cause actual results to differ materially from historical results or our
predictions.





We are a start-up, developing stage
Corporation and have not yet generated or realized any revenues from our
business activities.





Our auditors have issued a going
concern opinion. This means that there is substantial doubt that we can continue
as an on-going business for the next twelve months unless we obtain additional
capital to pay our bills. This is because we have not generated any revenues and
no revenues are anticipated until we begin removing and selling minerals.
Accordingly, we must raise cash from sources other than the sale of minerals
found on the property. Our only other source for cash at this time is investment
by others in our complete private placement. The cash we raised will allow us to
stay in business for at least one year. Our success or failure will be
determined by what we find under the ground.





To meet our need for cash, we raised
money from our public offering. If China RainEarth is profitable, we will
attempt to raise additional money through a private placement, public offering
or through loans. If China RainEarth is not profitable, and we do not have
enough money to complete our business plan, we will have to find alternative
sources, like a second public offering, a private placement of securities, or
loans from our officers or others.





Our officers and directors are
unwilling to make any commitments to loan us any money at this time. At the
present time, we have not made any arrangements to raise additional cash. If we
need additional cash and can't raise it, we will either have to suspend
activities until we do raise the cash, or cease activities entirely. Other than
as described in this paragraph, we have no other financing plans.





We do not intend to hire additional
employees at this time. Some work will be conduct by independent contractors
that we will hire from time to time.





Limited
Operating History; Need for Additional Capital





There is no historical financial
information about us upon which to base an evaluation of our performance. We are
a developing stage corporation and have not generated any revenues from
activities. We cannot guarantee we will be successful in our business
activities. Our business is subject to risks inherent in the establishment of a
new business enterprise, including limited capital resources, possible delays in
the implementation of our business plan, and possible cost overruns due to price
and cost increases in services.





Our revenue depends on the operation of
China RainEarth. To become profitable and competitive, China
RainEarth





We have no assurance that future
financing will be available to us on acceptable terms. If financing is not
available on satisfactory terms, we may be unable to continue, develop or expand
our activities. Equity financing could result in additional dilution to existing
shareholders.





Results
of Activities





From
Inception on March 14, 2006





We acquired the right to explore one
property containing fourteen cells.  We do not own any interest in any
property, but merely have the right to conduct exploration activities on one
property. We have completed a prospecting program in November 2008 and since the
Property does not warrant any additional exploration and/or expenditures, it is
recommended to be allowed to expire.





On March
25, 2009, the Company and Beijing RainEarth Technology Co. Ltd., a company
organized and existing under the laws of the People's Republic of China (“China
RainEarth”), entered into a Business Cooperation Agreement (the “Agreement”) for
a term of twenty years. The purpose of the Agreement is to jointly conduct
Hollow Fiber Mambrane Materials’ application and manufacturing business in
China.







Operating
Results





Net
revenues


As of the
date of this report, we have yet to generate any revenues from our business
activities.





Costs
and Expenses




Total
costs and expenses for the twelve months ended April 30, 2009 increased to
$53,602 from $34,510 for the same period in 2008. This increase in costs was due
primarily to increased general and administrative and professional fees versus
the prior year. This increase is caused by more activities this year versus the
prior year.








Liquidity and Capital
Resources


As of the
date of this report, we have yet to generate any revenues from our business
activities.


Since
inception, we have issued 52,000,000 shares of our common stock and received
$139,115.





In April 2006, we issued 10,000,000
shares of common stock to our officers and directors pursuant to the exemption
from registration contained in Regulation S of the Securities Act of
1993.  The purchase price of the shares was $10.00.  This
was accounted for as an acquisition of shares.





In March 2009, we issued 32,000,000
shares of common stock to the designated party of Beijing RainEarth as
additional consideration for entering into the Agreement signed between the
Company and Beijing RainEarth dated March 25, 2009, in an offering intended to
be exempt from registration under the Securities Act of 1933, as amended (the
“Act”), pursuant to Regulation S promulgated pursuant to the Act.





As of April 30, 2009, our total assets
were $689,226 consisting of cash and investment in Beijing RainEarth, increased
from $94,028 as of April 30, 2008. This increased was due primarily to increased
investment in Beijing RainEarth which is $636,756.  As of April 30,
2009, our total liabilities were $58,868, about the same as our total
liabilities as of April 30, 2008: $59,068.





Recent
accounting pronouncements





In February 2007, the FASB issued
Statement of Financial Accounting Standards No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities - Including an amendment of FASB
Statement No. 115" (hereinafter "SFAS No. 159"). This statement permits entities
to choose to measure many financial instruments and certain other items at fair
value. The objective is to improve financial reporting by providing entities
with the opportunity to mitigate volatility in reported earnings caused by
measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions. This Statement is expected to expand the
use of fair value measurement, which is consistent with the Board's long-term
measurement objectives for accounting for financial instruments. This statement
is effective as of the beginning of an entity's first fiscal year that begins
after November 15, 2007, although earlier adoption is permitted. Management has
not determined the effect that adopting this statement would have on the
Company's financial condition or results of operation.





In September 2006, the FASB issued SFAS
No. 158, “Employers’
Accounting for Defined Benefit Pension and Other Postretirement Plans – an
amendment of FASB Statements No. 87, 88, 106, and 132(R)”. This statement
requires employers to recognize the overfunded or underfunded status of a
defined benefit postretirement plan (other than a multiemployer plan) as an
asset or liability in its statement of financial position and to recognize
changes in that funded status in the year in which the changes occur through
comprehensive income of a business entity or changes in unrestricted net assets
of a not-for-profit organization. This statement also requires an employer to
measure the funded status of a plan as of the date of its year-end statement of
financial position, with limited exceptions. The provisions of SFAS No. 158 are
effective for employers with publicly traded equity securities as of the end of
the fiscal year ending after December 15, 2006. The adoption of this statement
is not expected to have a material effect on the Company's future reported
financial position or results of operations.





In September 2006, the FASB issued SFAS
No. 157, “Fair Value
Measurements”. The objective of SFAS No. 157 is to increase consistency
and comparability in fair value measurements and to expand disclosures about
fair value measurements. SFAS No. 157 defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles,
and expands disclosures about fair value measurements. SFAS No. 157 applies
under other accounting pronouncements that require or permit fair value
measurements and does not require any new fair value measurements. The
provisions of SFAS No. 157 are effective for fair value measurements made in
fiscal years beginning after November 15, 2007. The adoption of this statement
is not expected to have a material effect on the Company's future reported
financial position or results of operations.





In June 2006, the Financial Accounting
Standards Board (FASB) issued FASB Interpretation


No. 48,
“Accounting for Uncertainty in
Income Taxes, an interpretation of FASB Statements No. 109”. FIN 48
clarifies the accounting for uncertainty in income taxes by prescribing a
two-step method of first evaluating whether a tax position has met a more likely
than not recognition threshold and second, measuring that tax position to
determine the amount of benefit to be recognized in the financial statements.
FIN 48 provides guidance on the presentation of such positions within a
classified statement of financial position as well as on derecognition, interest
and penalties, accounting in interim periods, disclosure, and transition. FIN 48
is effective for fiscal years beginning after December 15, 2006. The adoption of
this statement is not expected to have a material effect on the Company's future
reported financial position or results of operations.








ITEM
7A.                                QUANTITATIVE
AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





We are a smaller reporting company as
defined by Rule 12b-2 of the Exchange Act and are not required to provide the
information required under this item.








ITEM
8.                      FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.











Audit Opinion
            F-1Balance Sheets
            F-2Statements of Operations
            F-3Statement of Stockholders’ Equity
            F-4Statements of Cash Flows
            F-5Notes to Financial Statements
            F-6








REPORT OF REGISTERED PUBLIC ACCOUNTING FIRM





To the
Board of Directors and Stockholders of RainEarth Inc. (formerly Gold Rock
Resources Inc.)





I have
audited the accompanying balance sheets of RainEarth Inc. (the Company), a
development stage company, as of April 30, 2009 and 2008 and the related
statements of operations, stockholders’ equity, and cash flows for the years
ended April 30, 2009 and 2008 and for the period March 14, 2006 (date of
inception) to April 30, 2009.  These financial statements are the
responsibility of the Company’s management.  My responsibility is to
express an opinion on these financial statements based on my
audits.





I
conducted my audits in accordance with standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that I plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  I believe that my audits provide a reasonable basis for
my opinion.





In my
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of RainEarth Inc., a development stage
company, as of April 30, 2009 and 2008 and the results of its operations and its
cash flows for the years ended April 30, 2009 and 2008 and for the period March
14, 2006 (date of inception) to April 30, 2009 in conformity with accounting
principles generally accepted in the United States.





The
accompanying financial statements referred to above have been prepared assuming
that the Company will continue as a going concern.  As discussed in
Note 1 to the financial statements, the Company’s present financial situation
raises substantial doubt about its ability to continue as a going
concern.  Management’s plans in regard to this matter are also
described in Note 1.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.











By: /s/ Michael T.
Studer


Michael
T. Studer CPA P.C.


Freeport,
New York


June
18, 2009
















RainEarth
      Inc. (formerly Gold Rock Resources Inc.)(A
      Development Stage Company)Balance Sheets(Expressed
      in US Dollars)April
      30,
              
              April
      30,2009
              
              2008ASSETSCurrent
      AssetsCash
              
              
              
              
              $
              52,470
              $
              94,028Total
      Current Assets
              
              
              
              
              
              52,470
              
              94,028Investment
      in Beijing RainEarth Technology Co. Ltd("
      Beijing RainEarth"), less accumulated amoritizationof
      $3,244 and $0, respectively
              
              
              
              
              
              636,756
              
              -Total
      Assets
              
              
              
              
              $
              689,226
              $
              94,028LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      LiabilitiesAccounts
      payable and accrued liabilities
              
              
              $
              13,847
              $
              14,047Due
      to related party
              
              
              
              
              
              45,021
              
              45,021Total
      current liabilities
              
              
              
              
              
              58,868
              
              59,068Stockholders'
      EquityPreferred
      stock, $0.00001 par value; authorized 1,000,000,000
shares,Issued
      and outstanding: 0 and 0 shares, respectively
              
              
              
              -Common
      stock, $0.00001 par value; authorized 1,000,000,000
shares,Issued
      and outstanding: 52,000,000 and 10,000,000 shares,
      respectively
              520
              
              200Additional
      paid-in capital
              
              
              
              
              
              767,615
              
              118,935Deficit
      accumulated duringthe
      development stage
              
              
              
              
              
              (137,777)
              
              (84,175)Total
      stockholders' equity
              
              
              
              
              
              630,358
              
              34,960Total
      Liabilities and Stockholders' Equity
              
              
              $
              689,226
              $
              94,028See
      notes to financial statements.F-2








RainEarth
      Inc. (formerly Gold Rock Resources Inc.)(A
      Development Stage Company)Statements of Operations(Expressed
      in US Dollars)Year
      Ended April 30, 2009
              Year
      Ended April 30, 2008
              Cumulative
      during the  development stage(March 14, 2006 to April 30,
      2009)Revenues
              
              
              
              
              $
              -
              $
              -
              $
              -ExpensesDonated
      rent
              
              
              
              
              
              3,000
              
              3,000
              
              9,375Donated
      services
              
              
              
              
              
              6,000
              
              6,000
              
              18,750General
      and administrative
              
              
              
              
              
              26,165
              
              16,506
              
              43,673Impairment
      of mineral claim acquisition costs
              
              
              
              -
              
              -
              
              3,062Professional
      fees
              
              
              
              
              
              15,193
              
              9,004
              
              59,673Amortization
      of investment in Beijing RainEarth
              
              
              
              3,244
              
              -
              
              3,244Total
      Costs and Expenses
              
              
              
              
              
              53,602
              
              34,510
              
              137,777Net
      Loss
              
              
              
              
              $
              (53,602)
              $
              (34,510)
              $
              (137,777)Net
      Loss per shareBasic
      and diluted
              
              
              
              
              $
              (0.00)
              $
              (0.00)Number
      of common shares used to compute loss per shareBasic
      and Diluted
              
              
              
              
              
              23,243,836
              
              15,123,290See
      notes to financial statements.F-3





RainEarth
      Inc. (formerly Gold Rock Resources Inc.)(A
      Development Stage Company)Statements of Stockholders' EquityFor
      the period March 14, 2006 (Inception) to April 30, 2009(Expressed
      in US Dollars)Common
      Stock, $0.00001 Par Value
                Additional
      Paid-in Capital
                Deficit
      Accumulated During the Development Stage
                Total
      Stockholders' Equity (Deficiency)Shares
                
                AmountCommon
      stock issued for cashat
      a price of $0.000001 per share
                
                10,000,000
                $
                100
                $
                (90)
                $
                -
                $
                10Donated
      services and rent
                
                -
                
                -
                
                1,125
                
                -
                
                1,125Net
      loss
                
                -
                
                -
                
                -
                
                (19,175)
                
                (19,175)Balance,
      April 30, 2006
                
                10,000,000
                
                100
                
                1,035
                
                (19,175)
                
                (18,040)Donated
      services and rent
                
                -
                
                -
                
                9,000
                
                -
                
                9,000Net
      loss
                
                -
                
                -
                
                -
                
                (30,490)
                
                (30,490)Balance,
      April 30, 2007
                
                10,000,000
                
                100
                
                10,035
                
                (49,665)
                
                (39,530)Sale
      of shares in publicoffering
      at $0.01 per share
                
                10,000,000
                
                100
                
                99,900
                
                -
                
                100,000Donated
      services and rent
                
                -
                
                -
                
                9,000
                
                -
                
                9,000Net
      loss
                
                -
                
                -
                
                -
                
                (34,510)
                
                (34,510)Balance,
      April 30, 2008
                
                20,000,000
                $
                200
                $
                118,935
                $
                (84,175)
                $
                34,960Common
      stock issued in connectionwith
      investment in Beijing RainEarth
                32,000,000
                
                320
                
                639,680
                
                -
                
                640,000Donated
      services and rent
                
                -
                
                -
                
                9,000
                
                -
                
                9,000Net
      loss
                
                -
                
                -
                
                -
                
                (53,602)
                
                (53,602)Balance,
      April 30, 2009
                
                52,000,000
                $
                520
                $
                767,615
                $
                (137,777)
                $
                630,358See
      notes to financial statements.F-4
    RainEarth
      Inc. (formerly Gold Rock Resources Inc.)(A
      Development Stage Company)Statements of Cash Flows(Expressed
      in US Dollars)Year
      Ended April 30, 2009
                Year
      Ended April 30, 2008
                Cumulative
      during the  development stage(March 14, 2006 to April 30,
      2009)Cash
      Flows from Operating ActivitiesNet
      loss
                
                
                
                
                $
                (53,602)
                $
                (34,510)
                $
                (137,777)Adjustments
      to reconcile net loss to net cashused
      for operating activities:Impairment
      of mineral claim acquisition costs
                
                
                
                -
                
                -
                
                3,062Donated
      services
                
                
                
                
                
                6,000
                
                6,000
                
                18,750Donated
      rent
                
                
                
                
                
                3,000
                
                3,000
                
                9,375Amortization
      of investment in Beijing RainEarth
                
                
                3,244
                
                -
                
                3,244Changes
      in operating assets and liabilitiesAccounts
      payable and accrued liabilities
                
                
                
                (200)
                
                3,424
                
                13,847Net
      cash provided by (used for) operating activities
                
                
                (41,558)
                
                (22,086)
                
                (89,499)Cash
      Flows from Investing ActivitiesMineral
      claim acquisition costs incurred
                
                
                
                -
                
                -
                
                (3,062)Net
      cash provided by (used for) investing activities
                
                
                -
                
                -
                
                (3,062)Cash
      Flows from Financing ActivitiesLoans
      from related party
                
                
                
                
                
                -
                
                -
                
                45,021Proceeds
      from sales of common stock
                
                
                
                -
                
                100,000
                
                100,010Net
      cash provided by (used for) financing activities
                
                
                -
                
                100,000
                
                145,031Increase
      (decrease) in cash
                
                
                
                
                
                (41,558)
                
                77,914
                
                52,470Cash,
      beginning of period
                
                
                
                
                
                94,028
                
                16,114
                
                -Cash,
      end of period
                
                
                
                
                $
                52,470
                $
                94,028
                $
                52,470Supplemental
      disclosures of cash flow information:Interest
      paid
                
                
                
                
                $
                -
                $
                -
                $
                -Income
      taxes paid
                
                
                
                
                $
                -
                $
                -
                $
                -Non-Cash
      investing and financing activities:Issuance
      of common stock in connection withinvestment
      in Beijing RainEarth
                
                
                $
                640,000
                $
                -
                $
                640,000See
      notes to financial statements.F-5
    RAINEARTH INC. (Formerly GOLD ROCK RESOURCES INC.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTSApril 30, 2009
  Note 1.
 Organization and
Business Operations
  RainEarth
Inc. (the “Company”) was incorporated in the State of Nevada on March 14, 2006
under the name of Gold Rock Resources Inc. In April 2006 (See Note 4), the
Company acquired a mineral claim in British Columbia, Canada; the claim was
forfeited April 19, 2009. On March 25, 2009 (see Note 5), the Company entered
into a Business Cooperation Agreement with Beijing Rain Earth Technology Co.
Ltd. (“Beijing RainEarth”) to jointly conduct a Hollow Fiber Membrane Materials
application and manufacturing business. On March 27, 2009, the Company changed
its name to RainEarth Inc.
  
 On July
11, 2008, the Company effected a 10 for 1 forward stock split of its common
stock, thereby increasing the number of issued and outstanding common shares
from 2,000,000 shares to 20,000,000 shares and the number of authorized common
and preferred shares from 100,000,000 shares to 1,000,000,000 shares. The
financial statements have been retroactively adjusted to reflect this stock
split.
  
  The
financial statements have been prepared on a going concern basis, which implies
the Company will continue to realize its assets and discharge its liabilities in
the normal course of business. At April 30, 2009, the Company had cash of
$52,470 and negative working capital of $ 6,398. For the years ended April 30,
2009 and 2008, the Company had net losses of $53,602 and $34,510, respectively.
These factors raise substantial doubt as to the Company’s ability to continue as
a going concern. The Company plans to raise additional capital and achieve
profitable operations through the Business Cooperation Agreement with Beijing
RainEarth. However, there is no assurance that the Company will accomplish these
objectives. The financial statements do not include any adjustments to the
recoverability and classification of recorded asset amounts and classification
of liabilities that might be necessary should the Company be unable to continue
as a going concern.
 
 
 Note 2.
Summary of Significant
Accounting Policies
 
 a)
              Basis
      of Presentation
 
 These
financial statements and related notes are presented in accordance with
accounting principles generally accepted in the United States, and are expressed
in U.S. dollars.
 
 b)
              Use
      of Estimates
 
 The
preparation of financial statements in conformity with U.S. generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
 
 c)
              Basic
      and Diluted Net Income (Loss) Per
Share
 
 The
Company computes net income (loss) per share in accordance with SFAS No. 128,
"Earnings per Share".
SFAS No. 128 requires presentation of both basic and diluted earnings per share
(EPS) on the face of the income statement. Basic EPS is computed by dividing net
income (loss) available to common shareholders (numerator) by the weighted
average number of shares outstanding (denominator) during the period. Diluted
EPS gives effect to all dilutive potential common shares outstanding during the
period using the treasury stock method and convertible preferred stock using the
if-converted method. In computing Diluted EPS, the average stock price for the
period is used in determining the number of shares assumed to be purchased from
the exercise of stock options or warrants. Diluted EPS excludes all dilutive
potential shares if their effect is anti dilutive.
 
 d)
              Comprehensive
      Loss
 
 SFAS No.
130, “Reporting Comprehensive
Income,” establishes standards for the reporting and display of
comprehensive loss and its components in the financial statements. For the years
ended April 30, 2009 and 2008 and for the period March 14, 2006 (inception) to
April 30, 2008, except for net loss, the Company had no items that represent
comprehensive income (loss) and, therefore, has not included a schedule of
comprehensive income (loss) in the financial statements.
 
 
 e)
              Cash
      and Cash Equivalents
 
 The
Company considers all highly liquid instruments with a maturity of three months
or less at the time of issuance to be cash equivalents.
 
 f)
              Mineral
      Claim Costs
 
 Mineral
claim acquisition costs are capitalized and reviewed periodically for
impairment. Exploration costs are expensed as incurred. When it has been
determined that a mineral property can be economically developed as a result of
establishing proven and probable reserves, the costs incurred to develop such
property are capitalized. Such costs will be amortized using the
units-of-production method over the estimated life of the probable reserve. If
mineral properties are subsequently abandoned or impaired, any capitalized costs
will be charged to operations.
 
 g)
              Financial
      Instruments
 
 The fair
values of financial instruments, which include cash, accounts payable and
accrued liabilities and due to related party, approximate their carrying values
due to the immediate or short-term maturity of these financial instruments. The
Company’s operations are in Canada and China which results in exposure to market
risks from changes in foreign currency rates. The financial risk is the risk to
the Company’s operations that arise from fluctuations in foreign exchange rates
and the degree of volatility of these rates. Currently, the Company does not use
derivative instruments to reduce its exposure to foreign currency
risk.
 
 h)
              Income
      Taxes
 
 Potential
benefits of income tax losses are not recognized in the accounts until
realization is more likely than not. The Company has adopted SFAS No. 109,
“Accounting for Income
Taxes”, as of its inception. Pursuant to SFAS No. 109, the Company is
required to compute tax asset benefits for net operating losses carried forward.
Potential benefit of net operating losses have not been recognized in these
financial statements because the Company cannot be assured it is more likely
than not it will utilize the net operating losses carried forward in future
years.
 
 i)
              Foreign
      Currency Translation
 
 The
Company’s functional and reporting currency is the United States dollar.
Monetary assets and liabilities denominated in foreign currencies are translated
in accordance with SFAS No. 52, “Foreign Currency
Translation”, using the exchange rate prevailing at the balance sheet
date. Gains and losses arising on settlement of foreign currency denominated
transactions or balances are included in the determination of income. Foreign
currency transactions are primarily undertaken in Canadian dollars. The Company
has not, to the date of these financials statements, entered into derivative
instruments to offset the impact of foreign currency fluctuations.
  Note 3.
Related Party
Balances/Transactions
   a) During
the year ended April 30, 2009, the Company recognized a total of $6,000 for
donated services at $500 per month and $3,000 for donated rent at $250 per month
provided by the President of the Company.
   b) At
April 30, 2009, the Company is indebted to a former director of the company for
$45,021, which is non-interest bearing, unsecured and due on
demand.
   Note 4.
Mineral
Claim
   In April
2006, the Company, through its former President and director, acquired 100% of
the rights, title and interest in a mining claim representing 14 contiguous
cells and covering an area of 725 acres.  The property is situated on
the eastern-flank of the Summers Creek Valley.  It lies about the
Rampart Lake road approximately 11 miles due north of the Town of Princeton
(formerly known as Vermillion Forks), British Columbia, Canada. Payment of
$3,062 was required to record this mining claim and was paid on April 7, 2006.
The claim was registered in the name of the former President of the Company, who
agreed to hold the claim in trust on behalf of the Company.  On April
19, 2009, the claim was forfeited due to non payment of renewal
fees.
  Note 5.
Investment in Beijing RainEarth
   At
April 30, 2009, the investment in Beijing RainEarth, net, consists
of:
  Fair
      value of 32,000,000 shares of RainEarth Inc.  Common Stock
      issued to designated party of Beijing RainEarth pursuant to Business
      Cooperation Agreement dated March 25, 2009
              $640,000Accumulated
      amortization
              (3,244)Net
              $636,756
  The
$640,000 fair value of the 32,000,000 shares of RainEarth Inc. common stock
was   determined using a $0.02 estimated price per share. No
trades occurred in the Company’s shares of Common Stock from July 14, 2008 to
April 2, 2009. On April 3, 2009, 2,500 shares traded at $0.55 per
share.
   The
investment is being amortized using the straight line method over the 20 years
term of the Business Cooperation Agreement.
   On March
25, 2009, the Company entered into a Business Cooperation Agreement (the
“Agreement”) with Beijing RainEarth to jointly conduct a Hollow Fiber Membrane
Materials application and manufacturing business. The Agreement provides for the
Company to provide marketing and consulting services to Beijing RainEarth and to
take actions to raise up to $20,000,000 for Beijing RainEarth. The Agreement
also provides for the payment of consulting services fees to the Company equal
to 60% of Beijing RainEarth’s quarterly revenues after deduction of direct
operating costs, expenses and taxes. The term of the Agreement is 20 years.
Pursuant to the Agreement, the Company issued 32,000,000 newly issued shares of
its Common Stock (representing approximately 61.5% of the 52,000,000 issued and
outstanding shares after the issuance) to a designated party of Beijing
RainEarth.
   Beijing
RainEarth was incorporated in Beijing China in March
2006_­­­­­­. According to unaudited financial statements
provided the Company, Beijing RainEarth had assets of 5,227,168 Renminbi (“RMB”)
(approximately $766,093), liabilities of 74,764 RMB (approximately $10,957), and
stockholders’ equity of 5,152,404 RMB (approximately $755,136) at April 30, 2009
and for the four months ended April 30, 2009, had no sales and a net loss of
41,713 RMB (approximately $6,113).
   For the
year ended April 30, 2009, the Company did not receive or accrue any consulting
services fees from Beijing RainEarth.
   Note
6.  Preferred Stock - Terms and
Conditions
  The
preferred stock may be divided into, and issued, in series. The Board of
Directors of the Company is authorized to divide the authorized shares of
preferred stock into one or more series, each of which shall be so designated as
to distinguish the shares thereof from the shares of all other series and
classes. The Board of Directors of the Company is authorized, within any
limitations prescribed by law and this Article, to fix and determine the
designations, rights, qualifications, preferences, limitations and terms of the
shares of any series of preferred stock including but not limited to the
following:
  a) The
rate of dividend, the time of payment of dividends, whether dividends are
cumulative, and the date from which any dividends shall accrue;
  b)
Whether shares may be redeemed, and, if so, the redemption price and the terms
and conditions of redemption;
  c) The
amount payable upon shares in the event of voluntary or involuntary
liquidation;
  d)
Sinking fund or other provisions, if any, for the redemption or purchase of
shares;
  e) The
terms and conditions on which shares may be converted, if the shares of any
series are issued with the privilege of conversion;
  f) Voting
powers, if any, provided that if any of the preferred stock or series thereof
shall have voting rights, such preferred stock or series shall vote only on a
share for share basis with the common stock on any matter, including but not
limited to the election of directors, for which such preferred stock or series
has such rights; and,
  g)
Subject to the foregoing, such other terms, qualifications, privileges,
limitations, options, restrictions, and special or relative rights and
preferences, if any, of shares or such series as the Board of Directors of the
Company may, at the time so acting, lawfully fix and determine under the laws of
the State of Nevada.
  The
Company shall not declare, pay or set apart for payment any dividend or other
distribution (unless payable solely in shares of common stock or other class of
stock junior to the preferred stock as to dividends or upon liquidation) in
respect of common stock, or other class of stock junior to the preferred stock,
nor shall it redeem, purchase or otherwise acquire for consideration shares of
any of the foregoing, unless dividends, if any, payable to holders of preferred
stock for the current period (and in the case of cumulative dividends, if any,
for all past periods) have been paid, are being paid or have been set aside for
payments. In the event of the liquidation of the Company, holders of preferred
stock shall be entitled to receive, before any payment or distribution on the
common stock or any other class of stock junior to the preferred stock upon
liquidation, a distribution per share in the amount of the liquidation
preference, if any, fixed or determined in accordance with the terms of such
preferred stock plus, if so provided in such terms, an amount per share equal to
accumulated and unpaid dividends in respect of such preferred stock (whether or
not earned or declared) to the date of such distribution.
  Neither
the sale, lease or exchange of all or substantially all of the property and
assets of the Company, nor any consolidation or merger of the Company, shall be
deemed to be a liquidation for the purposes of these terms and
conditions.
 
 Note 7.
Public
Offering
 
 On
February 1, 2007, the Securities and Exchange Commission declared effective the
Company’s Form SB-2 Registration Statement relating to a public offering of up
to 20,000,000 shares of common stock at $0.01 per share, or $200,000
total.  On October 26, 2007, the Company completed its public
offering. A total of 10,000,000 shares of common stock were sold, resulting in
gross proceeds to the Company of $100,000.
  Note 8.
Income
Taxes
   Potential
benefits of income tax losses are not recognized in the accounts until
realization is more likely than not. At April 30, 2009, the Company had a net
operating loss carryforward of $109,652, which expires $18,050 in 2026, $21,490
in 2027 and $25,510 in 2028 and $44,602 in 2029. Pursuant to SFAS No. 109, the
Company is required to compute tax asset benefits for net operating losses
carried forward. The potential benefits of the net operating loss carryforward
have not been recognized in these financial statements because the Company has
not determined it to be more likely than not that it will utilize the net
operating loss carryforward in future years. At April 30, 2009, the valuation
allowance established against the deferred tax asset is $37,282.
   The
components of the net deferred tax asset and the amount of the valuation
allowance are scheduled below:
  April
      30,        2009
                
                April
      30,2008Net
      Losses From Inception
                $
                137,777
                $
                84,175Less
      nondeductible donated rent and services
                
                (28,125)
                
                (19,125)Net
      operating loss carry forward for tax purposes
                
                109,652
                
                65,050Statutory
      Tax Rate
                
                34%
                
                34%Deferred
      Tax Asset at 34%
                
                37,282
                
                22,117Valuation
      Allowance
                
                (37,282)
                
                (22,117)Net
      Deferred Tax Asset
                $
                -
                $
                -
  Current
United States income tax laws limit the amount of loss available to offset
against future taxable income when a substantial change in ownership
occurs.  Therefore, the amount available to offset future taxable
income may be limited.


ITEM
      9.
            CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
      FINANCIAL DISCLOSURE.





Our financial statements for the period
from inception to April 30, 2006, included in this report have been audited by
Moen & Company, Chartered Accountants, 701 West Georgia Street, Suite 1400,
Vancouver, British Columbia, Canada V7Y 1C6. as set forth in their report
included in this report. Their report is given upon their authority as experts
in accounting and auditing.





On July 21, 2006, Moen and Company LLP
informed us that Moen and Company LLP resigned as our independent registered
public accounting firm effective as of that date.





Moen and Company LLP's report on the
financial statements as of and for the period from the date of inception on
April 14, 2006 to April 30, 2006 did not contain an adverse opinion or
disclaimer of opinion and was not modified as to uncertainty, audit scope, or
accounting principles save and except for a going concern opinion provided with
the overall audit opinion.





During the year ended April 30, 2006
through the date of resignation and through the date of our acceptance of Moen
and Company LLP  resignation, there were no disagreements with Moen
& Company LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Moen & Company LLP, would have caused
Moen & Company LLP to make reference to the subject matter of the
disagreement in its reports on our consolidated financial statements for such
periods.





On September 14, 2006, we delivered a
copy of this information to Moen and Company LLP.  Moen and Company
LLP, issued a response.  The response stated that it agreed with the
foregoing disclosure.  A copy of their response is attached to this
registration statement as Exhibit 16.1.





On August 21, 2006, we engaged Michael
T. Studer, C.P.A., P.C., an independent registered firm of Certified Public
Accountants, as our principal independent accountant with the approval of our
board of directors.







ITEM  9A.                                CONTROLS AND
PROCEDURES.





Evaluation of Disclosure Controls
and Procedures





We maintain “disclosure controls and
procedures,” as such term is defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that
information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission rules and forms, and that such information is
accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. We conducted an evaluation (the “Evaluation”),
under the supervision and with the participation of our Chief Executive Officer
(“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design
and operation of our disclosure controls and procedures (“Disclosure Controls”)
as of the end of the period covered by this report pursuant to Rule 13a-15 of
the Exchange Act. Based on this Evaluation, our CEO and CFO concluded that our
Disclosure Controls were effective as of the end of the period covered by this
report.





Changes in Internal
Controls





We have also evaluated our internal
controls for financial reporting, and there have been no significant changes in
our internal controls or in other factors that could significantly affect those
controls subsequent to the date of their last evaluation.





Limitations on
the Effectiveness of Controls





Our management, including our CEO and
CFO, does not expect that our Disclosure Controls and internal controls will
prevent all errors and all fraud. A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of a simple error or mistake. Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management or board override of the
control.





The design of any system of controls
also is based in part upon certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions; over time, controls may
become inadequate because of changes in conditions, or the degree of compliance
with the policies or procedures may deteriorate. Because of the inherent
limitations in a cost-effective control system, misstatements due to error or
fraud may occur and not be detected.





CEO and CFO
Certifications





Appearing immediately following the
Signatures section of this report there are Certifications of the CEO and the
CFO. The Certifications are required in accordance with Section 302 of the
Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this
report, which you are currently reading is the information concerning the
Evaluation referred to in the Section 302 Certifications and this information
should be read in conjunction with the Section 302 Certifications for a more
complete understanding of the topics presented.





Management’s Report on Internal
Control over Financial Reporting





Our management is responsible for
establishing and maintaining adequate internal control over financial reporting,
as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal
control over financial reporting is a process designed to provide reasonable
assurance to our management and board of directors regarding the reliability of
financial reporting and the preparation of the financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America.





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





Because of its inherent limitations,
internal controls over financial reporting may not prevent or detect
misstatements. All internal control systems, no matter how well designed, have
inherent limitations, including the possibility of human error and the
circumvention of overriding controls. Accordingly, even effective internal
control over financial reporting can provide only reasonable assurance with
respect to financial statement preparation. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.





Our management assessed the
effectiveness of our internal control over financial reporting as of February
29, 2008. In making this assessment, it used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated
Framework. Based on our assessment, we believe that, as of February 29,
2008, the Company’s internal control over financial reporting was effective
based on those criteria.





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








ITEM  9B.                                OTHER
INFORMATION





None.








PART
III








ITEM   10.                                DIRECTORS
AND EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS.





Officers and
Directors





Each of our directors serves until his
or her successor is elected and qualified. Each of our officers is elected by
the board of directors to a term of one (1) year and serves until his or her
successor is duly elected and qualified, or until he or she is removed from
office. The board of directors has no nominating, auditing or compensation
committees.





The name, address, age and position of
our present sole officer and director is set forth below:





Name
      and Address
            Age
            Position(s)Zhu,
      YongFu
            40
            president,
      principal executive officer, and director#41
      Huan Chen Road, Xinjian Zhong Xue, Xinjian, Jinyun, Zhejiang, P.R.
      ChinaYin,
      TianHui
            55
            secretary,
      treasurer, principal financial officer, principal5A-56,
      No.21 Building, WuYi Garden, TongZhou District, Beijing,
    China
            
            accounting
      officer, and director





The persons named above have held their
offices/positions since inception of our company and are expected to hold their
offices/positions until the next annual meeting of our
stockholders.





Background
of Officers and Directors





Zhu, YongFu, 40.  Since
August 2004, Mr. Zhu was director, president and chief executive officer of APEX
Pacific Investment Limited, a BVI company engaging in International investments.
From 1998 to 2004, Mr. Zhu served as education consultant and instructor for
Xinjian Middle School, located in Zhejiang, China.





Yin, TianHui, 55. Since 2007, Mr. Yin
served as Director, President and Chief Executive Officer for High Grow
Development Corp., a BVI company specializing in International investments.
Prior to joining High Grow Develop, Mr. Yin participated in various investment
projects.





Conflicts of
Interest





We believe that Mr. Zhu and Mr. Yin will not be subject to conflicts of
interest. No policy has been implemented or will be implemented to address
conflicts of interest.





In the event both Mr. Zhu and Mr. Yin
resign as an officer and director, there will be no one to run our operations
and our operations will be suspended or cease entirely.





ITEM
11.                                EXECUTIVE
COMPENSATION





The following table sets forth the
compensation paid by us from inception on March 14, 2006 through April 30, 2009,
for each or our officers and directors. This information includes the dollar
value of base salaries, bonus awards and number of stock options granted, and
certain other compensation, if any.  The compensation discussed
addresses all compensation awarded to, earned by, or paid or named executive
officers.





SUMMARY
COMPENSATION TABLE





Non-
            NonqualifiedEquity
            Deferred
            AllName
            
            
            
            
            
            Incentive
            Compensa-
            Otherand
            
            
            
            Stock
            Option
            Plan
            tion
            Compen-Principal
            
            Salary
            Bonus
            Awards
            Awards
            Compensation
            Earnings
            sation
            TotalPosition
            Year
            (US$)
            (US$)
            (US$)
            (US$)
            (US$)
            (US$)
            (US$)
            (US$)(a)
            (b)
            (c)
            (d)
            (e)
            (f)
            (g)
            (h)
            (i)
            (j)Zhu,
      YongFu
            2009
            0
            0
            0
            0
            0
            0
            0
            0President
            2008
            0
            0
            0
            0
            0
            0
            0
            02007
            0
            0
            0
            0
            0
            0
            0
            0Yin,
      TianHui
            2009
            0
            0
            0
            0
            0
            0
            0
            0Secretary
            2008
            0
            0
            0
            0
            0
            0
            0
            02007
            0
            0
            0
            0
            0
            0
            0
            0





We have not paid any salaries in 2009,
and we do not anticipate paying any salaries at any time in 2010. We will not
begin paying salaries until we have adequate funds to do
so.








DIRECTOR
COMPENSATION





FeesEarned
            
            
            
            Nonqualifiedor
            
            
            Non-Equity
            DeferredPaid
      in
            Stock
            Option
            Incentive
      Plan
            Compensation
            All
      OtherCash
            Awards
            Awards
            Compensation
            Earnings
            Compensation
            TotalName
            (US$)
            (US$)
            (US$)
            (US$)
            (US$)
            (US$)
            (US$)(a)
            (b)
            (c)
            (d)
            (e)
            (f)
            (g)
            (h)Zhu,
      YongFu
            2009
            0
            0
            0
            0
            0
            0Yin,
      TianHui
            2009
            0
            0
            0
            0
            0
            0





Our directors do not receive any
compensation for serving as members of the board of directors.





As of the date hereof, we have not
entered into employment contracts with any of our officers and do not intend to
enter into any employment contracts until such time as it profitable to do
so.





Audit
Committee and Charter





We have no audit committee of the board
or audit committee charter.





Audit
Committee Financial Expert





None of our directors or officers has
the qualifications or experience to be considered a financial expert. We believe
the cost related to retaining a financial expert at this time is prohibitive.
Further, because of our limited operations, we believe the services of a
financial expert are not warranted.





Code
of Ethics





We have adopted a corporate code of
ethics. We believe our code of ethics is reasonably designed to deter wrongdoing
and promote honest and ethical conduct; provide full, fair, accurate, timely and
understandable disclosure in public reports; comply with applicable laws; ensure
prompt internal reporting of code violations; and provide accountability for
adherence to the code.





Section
16(a) of the Securities Exchange Act of 1934





As of the date of this report, none of
our officers, directors or owners of 10% or more of our common stock have filed
reports required by  section 16(a) of the Securities Exchange Act of
1934 are therefore delinquent in their reporting obligations.  We do
not know if and when they will ever file the reports required by section 16(a)
of the Securities Exchange Act of 1934.








Indemnification





Under our Articles of Incorporation and
Bylaws of the corporation, we may indemnify an officer or director who is made a
party to any proceeding, including a law suit, because of his position, if he
acted in good faith and in a manner he reasonably believed to be in our best
interest. We may advance expenses incurred in defending a proceeding. To the
extent that the officer or director is successful on the merits in a proceeding
as to which he is to be indemnified, we must indemnify him against all expenses
incurred, including attorney's fees. With respect to a derivative action,
indemnity may be made only for expenses actually and reasonably incurred in
defending the proceeding, and if the officer or director is judged liable, only
by a court order. The indemnification is intended to be to the fullest extent
permitted by the laws of the State of Nevada.





Regarding indemnification for
liabilities arising under the Securities Act of 1933, which may be permitted to
directors or officers under Nevada law, we are informed that, in the opinion of
the Securities and Exchange Commission, indemnification is against public
policy, as expressed in the Act and is, therefore, unenforceable.








ITEM
12.                                SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.





The following table sets forth, as of
the date of this report, the total number of shares of common stock beneficially
by each of our directors, officers and key employees, individually and as a
group, and the present owners of 5% or more of our total outstanding
shares.   The table also reflects what their ownership will be
assuming completion of the sale of all shares in this offering. The stockholder
listed below has direct ownership of his shares and possesses sole voting and
dispositive power with respect to the shares.


Name
      and Address
            
            Percentage
      ofBeneficial
      Ownership
            Shares
      Owned
            Shares
      OwnedZhu,
      YongFu
            0
            0%#41
      Huan Chen Road, Xinjian Zhong Xue, Xinjian, Jinyun, Zhejiang, P.R.
      ChinaYin,
      TianHui
            0
            0%5A-56,
      No.21 Building, WuYi Garden, TongZhou District, Beijing,
    ChinaAll
      Officers and Directors
            0
            0%as
      a Group (2 persons)











ITEM
      13.
            CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
      INDEPENDENCE.





In April 2006, we issued a total of
5,000,000 shares of restricted common stock to Shu-heng Wang, our former
president and a former member of the board of directors. This was accounted for
as an acquisition of shares of common stock in the amount of $5.00. We also
issued a total of 5,000,000 shares of restricted common stock to Jean Jin, our
former secretary and a former member of the board of directors. This was
accounted for as an acquisition of shares of common stock in the amount of
$5.00.





Mr. Wang also caused the property,
comprised of one, to be registered at a cost of $3,062.  The claim was
registered by James McLeod for the $3,062. The terms of the transaction with Mr.
McLeod were at arm  length and Mr. McLeod was not an
affiliate.  Mr. Wang will transfer the claim to us if mineralized
material is found on the claim.  Mr. Wang will not receive anything of
value for the transfer and we will not pay any consideration of any kind for the
transfer of the claim.





Mr. Wang and Ms. Jin are our only
promoters.  They have not received nor will they receive anything of
value from us, directly or indirectly in their capacities as
promoters.





As at April 30, 2009, Ms. Jin advanced
$45,021 to cover expenses.  The debt is non-interesting and due on
demand.







ITEM
14.                                PRINCIPAL
ACCOUNTING FEES AND SERVICES.





(1)
Audit Fees





The aggregate fees billed for each of
the last two fiscal years for professional services rendered by the principal
accountant for our audit of annual financial statements and review of financial
statements included in our Form 10-Qs or services that are normally provided by
the accountant in connection with statutory and regulatory filings or
engagements for those fiscal years was:





2009
            $
            10,500
            
            Michael
      T. Studer CPA2008
            $
            6,000
            
            Michael
      T. Studer CPA





(2)
Audit-Related Fees





The aggregate fees billed in each of
the last two fiscal years for assurance and related services by the principal
accountants that are reasonably related to the performance of the audit or
review of our financial statements and are not reported in the preceding
paragraph:





2009
            $
            0
            
            Michael
      T. Studer CPA2008
            $
            0
            
            Michael
      T. Studer CPA





(3)
Tax Fees








The aggregate fees billed in each of
the last two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning was:





2009
            $
            0
            
            Michael
      T. Studer CPA2008
            $
            0
            
            Michael
      T. Studer CPA





(4)
All Other Fees





The aggregate fees billed in each of
the last tow fiscal yeas for the products and services provided by the principal
accountant, other than the services reported in paragraphs (1), (2), and (3)
was:





2009
            $
            0
            
            Michael
      T. Studer CPA2008
            $
            0
            
            Michael
      T. Studer CPA





(5) Our audit committee’s pre-approval
policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of
Regulation S-X were that the audit committee pre-approve all accounting related
activities prior to the performance of any services by any accountant or
auditor.





(6) The percentage of hours expended on
the principal accountant’s engagement to audit our financial statements for the
most recent fiscal year that were attributed to work performed by persons other
than the principal accountant’s full time, permanent employees was
0%.








PART
IV. OTHER INFORMATION





ITEM
15.                                EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES.





The
following documents are included herein:





Incorporated
      by referenceExhibit
      Number
            Document
      Description
            Form
            Date
            Number
            Filed
      herewith3.1
            Articles
      of Incorporation.
            SB-2
            07/20/06
            3.13.2
            Bylaws.
            SB-2
            07/20/06
            3.24.1
            Specimen
      Stock Certificate.
            SB-2
            07/20/06
            4.110.1
            Trust
      Agreement
            SB-2
            07/20/06
            10.114.1
            Code
      of Ethics.
            10-KSB
            07/26/07
            14.131.1
            Certification
      of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
            
            
            
            X31.2
            Certification
      of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
      pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
            
            
            
            X32.1
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002 (Chief Executive Officer).
            
            
            
            X32.2
            Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002 ( Chief Financial Officer).
            
            
            
            X





SIGNATURES





In accordance with Section 13 or 15(d)
of the Securities and Exchange Act, the Company caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on this 20 day of
June, 2009.





RAINEARTH
      INC.BY:
            /s/
      Zhu, YongFuZhu,
      YongFu, President, Principal Executive OfficerBY:
            /s/
      Yin, TianHuiYin,
      TianHui, Principal Financial Officer and  Principal Accounting
      Officer








In accordance with the Exchange Act,
this report has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates indicated:





Signature
            Title
            Date/s/
      Zhu, YongFu
            Director
            June
      20, 2009Zhu,
      YongFu/s/
      Yin, TianHui
            Director
            June
      20, 2009Yin,
      TianHui




















EXHIBIT
INDEX











Incorporated
      by referenceExhibit
      Number
            Document
      Description
            Form
            Date
            Number
            Filed
      herewith3.1
            Articles
      of Incorporation.
            SB-2
            07/20/06
            3.13.2
            Bylaws.
            SB-2
            07/20/06
            3.24.1
            Specimen
      Stock Certificate.
            SB-2
            07/20/06
            4.110.1
            Trust
      Agreement
            SB-2
            07/20/06
            10.114.1
            Code
      of Ethics.
            10-KSB
            07/26/07
            14.131.1
            Certification of Chief Executive Officer pursuant
      to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
            
            
            
            X31.2
            Certification of Chief Financial Officer pursuant
      to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002
            
            
            
            X32.1
            Certification pursuant to 18 U.S.C. Section 1350,
      as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
      (Chief Executive Officer).
            
            
            
            X32.2
            Certification pursuant to 18 U.S.C. Section 1350,
      as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (
      Chief Financial Officer).
            
            
            
            X