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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

AMENDMENT No. 2 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, 2010

Commission file number000-52758

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.[   ]

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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 Aug. 14, 2010, US$0.01.

EXPLANATORY NOTE

The audit of the Companys Financial Statements for the year ended April 30, 2010 has not as yet been completed. In our Form 10-K filed on SEC EDGAR on August 16, 2010, we erroneously included a Report of Registered Public Accounting Firm dated August 14, 2010 and we failed to indicate in the filing that the financial statements included therein were unaudited. The accompanying Form 10-K/A excludes a Report of Independent Registered Public Accounting Firm and labels each page of the financial statements and related notes included therein as unaudited. Once the audit has been completed, the Company intends to file another amended Form 10-K for the year ended April 30, 2010, in which an auditors report will be included.

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TABLE OF CONTENTS

|               | Page                                                                                                                             
|-------------- | ---------------------------------------------------------------------------------------------------------------------------------
|               |                                                                                                                                  
|               | PART
      I                                                                                                                     
|Item
      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
      II                                                                                                                    
|Item
      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 III                                                                                                                         
|Item 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 IV                                                                                                                          
|Item 15.       | Exhibits and
      Financial Statement Schedules.                                                                                

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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;

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- 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, Shang Du
International Tower, No.8 Dong Da Qiao 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 stoker, field worker and professional geologist
residing in British Columbia.

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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 cannot 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 to be 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.

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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.

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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, Shang Du
International Tower, No. 8 Dong Da Qiao 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.

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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.

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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:

|                               |  |   | BidPrice(U.S.$) | 
|------------------------------ |  | - | --------------- | 
|                               |  |   | High            | 
|Fiscal2010                     |  |   |                 | 
|Quarter Ended April 30, 2010   |  |   | 0.005           | 
|Quarter Ended January 31, 2010 |  |   | 0.01            | 
|Quarter Ended October 31, 2009 |  |   | 0.018           | 
|Quarter Ended July 31, 2009    |  | $ | 0.005           | 
|Fiscal2009                     |  |   |                 | 
|Quarter Ended April 30, 2009   |  | $ | 0.5             | 
|Quarter Ended January 31, 2009 |  |   | 0               | 
|Quarter Ended October 31, 2008 |  |   | 0               | 
|Quarter Ended July 31, 2008    |  | $ | 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.

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 hereunder. 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 hereunder.

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. We have used raised money in operation. China RainEarth is not profitable, and has been terminated the agreement with us, therefore, we do not have enough money to complete our business plan, we are trying 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. We 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 (following content will be updated according to the final financial statements)

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.

On August 10,  2010, the Company and Beijing RainEarth Technology Co. Ltd., have signed a  termination of Agreement.

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 year ended April 30, 2010 increased to  $704,269 from $53,602 for the same period in 2009. This increase in costs and expenses was due  primarily to the impairment of our in vestment in Beiling RainEarth of $604,756  in 2010 and related amortization for a full year of $32,000 compared to $3,244  in 2009; increased professional fees in 2010 compared to 2009 that were offset  by lower general and administrative expenses in 2010 compare to 2009.

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, 2010, our total assets were $620,600 consisting of cash and
investment in Beijing RainEarth, decreased from $689,226 as of April 30, 2009.
This change was due primarily to reduced cash balance which is $11,285 as of
April 30, 2010, compare to $52,470 as of April 30, 2009. As of April 30, 2010,
our total liabilities were $76,196, about the same as our total liabilities as
of April 30, 2009: $58,868.

**Critical Accounting Policies**

Our significant accounting policies are summarized in Note 2 of our  financial statements included in our report on this Form 10-K.

Policies determined to be critical are those policies that have the  most significant impact on our financial statements and require management to  use a greater degree of judgment and estimates. Actual results may differ from  those estimates. Our management believes that given current facts and  circumstances, it is unlikely that applying any other reasonable judgments or  estimate methodologies would have materially effected our results of  operations, financial position or liquidity for the periods presented in this  report.



---



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

|Balance
      Sheets                    | F-1
|--------------------------------------- | ---
|Statements
      of Operations          | F-2
|Statement
      of Stockholders Equity | F-3
|Statements
      of Cash Flows          | F-4
|Notes
      to Financial Statements     | F-5

---



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, 2010 and 2009 and the related statements of operations,
  stockholders equity (deficit), and cash flows for the years ended April 30,
  2010 and 2009 and for the period March 14, 2006 (date of inception) to April 30,
  2010. 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, 2010 and 2009 and the results of its operations and its cash flows for the
  years ended April 30, 2010 and 2009 and for the period March 14, 2006 (date of
  inception) to April 30, 2010 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 
  September 8, 2010

---



|RainEarth Inc. (formerly Gold Rock Resources Inc.)
|--------------------------------------------------
|(A Development Stage Company)                     
|Balance Sheets                                    
|(Expressed in US Dollars)                         
|(Unaudited)                                       
|                                                  

|                                                                                                                                                                                   |   | April 30, |   |   | April 30, |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | --------- | - | - | --------- | -
|                                                                                                                                                                                   |   | 2010      |   |   | 2009      |  
|                                                                                                                                                                                   |   |           |   |   |           |  
|**ASSETS**                                                                                                                                                                         |   |           |   |   |           |  
|Current Assets                                                                                                                                                                     |   |           |   |   |           |  
|Cash                                                                                                                                                                               | $ | 11,285    |   | $ | 52,470    |  
|Total Current Assets                                                                                                                                                               |   | 11,285    |   |   | 52,470    |  
|Investment in Beijing RainEarth Technology Co. Ltd.							 (" Beijing RainEarth"), $0 and less accumulated impairment							 and amortization of $640,000 and $3,244, respectively |   | -         |   |   | 636,756   |  
|Total Assets                                                                                                                                                                       | $ | 11,285    |   | $ | 689,226   |  
|                                                                                                                                                                                   |   |           |   |   |           |  
|                                                                                                                                                                                   |   |           |   |   |           |  
|                                                                                                                                                                                   |   |           |   |   |           |  
|                                                                                                                                                                                   |   |           |   |   |           |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                                                               |   |           |   |   |           |  
|                                                                                                                                                                                   |   |           |   |   |           |  
|Current Liabilities                                                                                                                                                                |   |           |   |   |           |  
|                                                                                                                                                                                   |   |           |   |   |           |  
|Accounts payable and accrued liabilities                                                                                                                                           | $ | 31,175    |   | $ | 13,847    |  
|Due to related party                                                                                                                                                               |   | 45,021    |   |   | 45,021    |  
|Total current
      liabilities                                                                                                                                                    |   | 76,196    |   |   | 58,868    |  
|Stockholders' Equity                                                                                                                                                               |   |           |   |   |           |  
|Preferred 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 52,000,000 shares, respectively            |   | 520       |   |   | 520       |  
|Additional paid-in capital                                                                                                                                                         |   | 776,615   |   |   | 767,615   |  
|Deficit accumulated during the development stage                                                                                                                                   |   | (842,046  | ) |   | (137,777  | )
|Total
      stockholders' equity                                                                                                                                                   |   | (64,911   | ) |   | 630,358   |  
|Total Liabilities and Stockholders' Equity                                                                                                                                         | $ | 11,285    |   | $ | 689,226   |  

See notes to financial statements. 
  F-1

---

|RainEarth Inc. (formerly Gold Rock Resources Inc.)
|--------------------------------------------------
|(A Development Stage Company)                     
|Statements of Operations                          
|(Expressed in US Dollars)                         
|(Unaudited)                                       
|                                                  

|                                                             |   |                |   |   |                |   |   | Cumulative  |  
|------------------------------------------------------------ | - | -------------- | - | - | -------------- | - | - | ----------- | -
|                                                             |   |                |   |   |                |   |   | during the  |  
|                                                             |   |                |   |   |                |   |   | development |  
|                                                             |   |                |   |   |                |   |   | stage(March |  
|                                                             |   | The Year       |   |   | The Year       |   |   | 14, 2006 to |  
|                                                             |   | Ended April    |   |   | Ended April    |   |   | April 30,   |  
|                                                             |   | 30,
      2010 |   |   | 30,
      2009 |   |   | 2010)       |  
|                                                             |   |                |   |   |                |   |   |             |  
|                                                             |   |                |   |   |                |   |   |             |  
|Revenues                                                     | $ | -              |   | $ | -              |   | $ | -           |  
|Expenses                                                     |   | 604,756        |   |   | -              |   |   | 604,756     |  
|Impairment of investment in Beijing RainEarth                |   | 32,000         |   |   | 3,244          |   |   | 35,244      |  
|Amortization of investment in Beijing RainEarth              |   |                |   |   |                |   |   |             |  
|Donated rent                                                 |   | 3,000          |   |   | 3,000          |   |   | 12,375      |  
|Donated services                                             |   | 6,000          |   |   | 6,000          |   |   | 24,750      |  
|General and administrative                                   |   | 478            |   |   | 26,165         |   |   | 44,151      |  
|Impairment of mineral claim acquisition costs                |   | -              |   |   | -              |   |   | 3,062       |  
|Professional fees                                            |   | 58,035         |   |   | 15,193         |   |   | 117,708     |  
|Total Costs and Expenses                                     |   | 704,269        |   |   | 53,602         |   |   | 232,731     |  
|Net Loss                                                     | $ | (704,269       | ) | $ | (53,602        | ) | $ | (232,731    | )
|                                                             |   |                |   |   |                |   |   |             |  
|Net Loss per share                                           |   |                |   |   |                |   |   |             |  
|Basic and diluted                                            | $ | (0.01          | ) | $ | (0.00          | ) |   |             |  
|                                                             |   |                |   |   |                |   |   |             |  
|                                                             |   |                |   |   |                |   |   |             |  
|Number of common shares used to compute loss per
      share |   |                |   |   |                |   |   |             |  
|Basic and Diluted                                            |   | 52,000,000     |   |   | 20,000,000     |   |   |             |  

See notes to financial statements. 
  F-2

---

|RainEarth Inc. (formerly Gold Rock Resources Inc.)               
|-----------------------------------------------------------------
|(A Development Stage Company)                                    
|Statements of Stockholders' Equity                               
|For the period March 14, 2006 (Inception) to April 30,
      2010
|(Expressed in US Dollars)                                        
|(Unaudited)                                                      
|                                                                 

|                                                                                 |  |                            |  |   |            |  |   |             |   |   | Deficit       |   |   |              |  
|-------------------------------------------------------------------------------- |  | -------------------------- |  | - | ---------- |  | - | ----------- | - | - | ------------- | - | - | ------------ | -
|                                                                                 |  |                            |  |   |            |  |   |             |   |   | Accumulated   |   |   | Total        |  
|                                                                                 |  | Common Stock, $0.00001 Par |  |   | Additional |  |   | During the  |   |   | Stockholders' |  
|                                                                                 |  | Value                      |  |   | Paid-in    |  |   | Development |   |   | Equity        |  
|                                                                                 |  | Shares                     |  |   | Amount     |  |   | Capital     |   |   | Stage         |   |   | (Deficiency) |  
|Common stock issued for cash 
          
      at a price of $0.000001 per share |  | 10,000,000                 |  | $ | 100        |  | $ | (90         | ) | $ | -             |   | $ | 10           |  
|Donated services and rent                                                        |  | -                          |  |   | -          |  |   | 1,125       |   |   | -             |   |   | 1,125        |  
|Net 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       |   |   | -             |   |   | 9,000        |  
|Net loss                                                                         |  | -                          |  |   | -          |  |   | -           |   |   | (30,490       | ) |   | (30,490      | )
|Balance, April 30, 2007                                                          |  | 10,000,000                 |  |   | 100        |  |   | 10,035      |   |   | (49,665       | ) |   | (39,530      | )
|Sale of shares in public 
           offering
      at $0.01 per share           |  | 10,000,000                 |  |   | 100        |  |   | 99,900      |   |   | -             |   |   | 100,000      |  
|Donated services and rent                                                        |  | -                          |  |   | -          |  |   | 9,000       |   |   | -             |   |   | 9,000        |  
|Net loss                                                                         |  | -                          |  |   | -          |  |   | -           |   |   | (34,510       | ) |   | (34,510      | )
|Balance, April 30, 2008                                                          |  | 20,000,000                 |  |   | 200        |  |   | 118,935     |   |   | (84,175       | ) |   | 34,960       |  
|Common stock issued in connection with investment in Beijing
      RainEarth     |  | 32,000,000                 |  |   | 320        |  |   | 639,680     |   |   | -             |   |   | 640,000      |  
|Donated services and rent                                                        |  | -                          |  |   | -          |  |   | 9,000       |   |   | -             |   |   | 9,000        |  
|Net loss                                                                         |  | -                          |  |   | -          |  |   | -           |   |   | (53,602       | ) |   | (53,602      | )
|Balance, April 30, 2009                                                          |  | 52,000,000                 |  |   | 520        |  |   | 767,615     |   |   | (137,777      | ) |   | 630,358      |  
|Unaudited:                                                                       |  |                            |  |   |            |  |   |             |   |   |               |   |   |              |  
|Donated services and rent                                                        |  | -                          |  |   | -          |  |   | 9,000       |   |   | -             |   |   | 9,000        |  
|Net loss                                                                         |  | -                          |  |   | -          |  |   | -           |   |   | (704,269      | ) |   | (704,269     | )
|Balance, April 30, 2010                                                          |  | 52,000,000                 |  | $ | 520        |  | $ | 776,615     |   | $ | (842,046      | ) | $ | (64,911      | )

See notes to financial statements. 
  F-3

---

|RainEarth Inc. (formerly Gold Rock Resources Inc.)
|--------------------------------------------------
|(A Development Stage Company)                     
|Statements of Cash Flows                          
|(Expressed in US Dollars)                         
|(Unaudited)                                       
|                                                  

|                                                                                            |   |                |   |   |                |   |   | Cumulative  |  
|------------------------------------------------------------------------------------------- | - | -------------- | - | - | -------------- | - | - | ----------- | -
|                                                                                            |   |                |   |   |                |   |   | during the  |  
|                                                                                            |   |                |   |   |                |   |   | development |  
|                                                                                            |   |                |   |   |                |   |   | stage(March |  
|                                                                                            |   | The Year       |   |   | The Year       |   |   | 14, 2006 to |  
|                                                                                            |   | Ended April    |   |   | Ended April    |   |   | April 30,   |  
|                                                                                            |   | 30,
      2010 |   |   | 30,
      2009 |   |   | 2010)       |  
|                                                                                            |   |                |   |   |                |   |   |             |  
|Cash Flows from Operating Activities                                                        |   |                |   |   |                |   |   |             |  
|Net loss                                                                                    | $ | (704,269       | ) | $ | (53,602        | ) | $ | (842,046    | )
|Adjustments to reconcile net loss to net
      cash used for 
        operating activities: |   |                |   |   |                |   |   |             |  
|Impairment of mineral claim acquisition
      costs                                         |   | -              |   |   | -              |   |   | 3,062       |  
|Donated services                                                                            |   | 6,000          |   |   | 6,000          |   |   | 24,750      |  
|Donated rent                                                                                |   | 3,000          |   |   | 3,000          |   |   | 12,375      |  
|Amortization of
      investment in Beijing RainEarth                                       |   | 27,441         |   |   | 3,244          |   |   | 30,685      |  
|Changes in operating assets and liabilities                                                 |   |                |   |   |                |   |   |             |  
|Accounts payable and accrued
      liabilities                                              |   | 17,328         |   |   | (200           | ) |   | 31,175      |  
|Net cash
      provided by (used for) operating activities                                  |   | (41,185        | ) |   | (41,558        | ) |   | (130,684    | )
|Cash Flows from Investing Activities                                                        |   |                |   |   |                |   |   |             |  
|Mineral
      claim acquisition costs incurred                                              |   | -              |   |   | -              |   |   | (3,062      | )
|Net cash provided by (used for) investing
      activities                                  |   | -              |   |   | -              |   |   | (3,062      | )
|Cash Flows from Financing Activities                                                        |   |                |   |   |                |   |   |             |  
|Loans from related party                                                                    |   | -              |   |   | -              |   |   | 45,021      |  
|Proceeds
      from sales of common stock                                                   |   | -              |   |   | -              |   |   | 100,010     |  
|Net cash provided by (used for) financing
      activities                                  |   | -              |   |   | -              |   |   | 145,031     |  
|                                                                                            |   |                |   |   |                |   |   |             |  
|Increase (decrease) in cash                                                                 |   | (41,185        | ) |   | (41,558        | ) |   | 11,285      |  
|Cash, beginning
      of period                                                             |   | 52,470         |   |   | 94,028         |   |   | -           |  
|Cash, end of period                                                                         | $ | 11,285         |   | $ | 52,470         |   | $ | 11,285      |  
|                                                                                            |   |                |   |   |                |   |   |             |  
|                                                                                            |   |                |   |   |                |   |   |             |  
|Supplemental disclosures of cash flow information:                                          |   |                |   |   |                |   |   |             |  
|Interest paid                                                                               | $ | -              |   | $ | -              |   | $ | -           |  
|Income taxes paid                                                                           | $ | -              |   | $ | -              |   | $ | -           |  
|Non-Cash investing and financing
      activities:                                          |   |                |   |   |                |   |   |             |  
|Issuance of common stock in connection with 
       investment in Beijing RainEarth         | $ | 640,000        |   | $ | -              |   | $ | 640,000     |  

See notes to financial statements. 
  F-4

---

RainEarth Inc. (formerly Gold Rock Resources Inc.)(A Development Stage Company) NOTES TO FINANCIAL STATEMENTS
April 30, 2010 
(Unaudited)

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, 2010, the Company had cash of $11,285 and negative
working capital of $64,911. For the year ended April 30, 2010 and 2009, the
Company had net losses of $94,954 and $53,602, 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. Interim Financial Statements

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 Accounting Standards Codification (ASC) Topic 260, "Earnings per Share". ASC Topic 260 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

ASC Topic 220, 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 ASC Topic 740, Income Taxes, as of its inception. Pursuant to ASC Topic 740, 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 ASC Topic 830, Foreign Currency Matters, 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 nine months ended April
30, 2010 and 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 at no cost.

b) At April 30, 2010, the Company is
indebted to a 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

The investment in Beijing RainEarth,
net, consists of:

---

| |                                                                                                                                                                                                 |   | April 30, |   |   | April 30, |  
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | - | --------- | - | - | --------- | -
| |                                                                                                                                                                                                 |   | 2010      |   |   | 2009      |  
| | 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 | $ | 640,000   |   | $ | 640,000   |  
| | Accumulated amortization                                                                                                                                                                        |   | (30,685   | ) |   | (3,244    | )
| | Net                                                                                                                                                                                             | $ | 609,315   |   | $ | 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 and on October 29, 2009, 27,000 shares traded at prices
ranging from $0.017 to $0.0175 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 $620,600, liabilities of
$76,196 and stockholders equity of $620,600 at April 30, 2010.

For the year ended April 30, 2010 and
for the period March 14, 2006 (inception) to April 30, 2010, 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, 2010, the Company had a net operating loss carry forward of
$232,731, which expires $18,050 in 2026, $21,490 in 2027, $25,510 in 2028,
$41,358 in 2029 and $94,954 in 2030. Pursuant to Accounting Standards
Codification (ASC) 740, Income Taxes, the Company is required to compute tax
asset benefits for net operating losses carried forward. The potential benefits
of the net operating loss carry forward 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 carry forward in future
years. At April 30, 2010, the valuation allowance established against the
deferred tax asset is $94,954.

The components of the net deferred tax
asset and the amount of the valuation allowance are scheduled below:

| |                                                            |   | April 30, |   |   | April 30, |  
| | ---------------------------------------------------------- | - | --------- | - | - | --------- | -
| |                                                            |   | 2010      |   |   | 2009      |  
| | Net Losses From Inception                                  | $ | 232,731   |   | $ | 137,777   |  
| | Less donated rent and services                             |   | (37,125   | ) |   | (28,125   | )
| | Less amortization of investment in Beijing
      RainEarth |   | (30,685   | ) |   | (3,244    | )
| | Net operating loss carryforward for tax purposes           |   | 164,921   |   |   | 106,408   |  
| | Statutory Tax Rate                                         |   | 34%       |   |   | 34%       |  
| | Deferred Tax Asset at 34%                                  |   | 56,073    |   |   | 36,179    |  
| | Valuation Allowance                                        |   | (56,073   | ) |   | (36,179   | )
| | 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.

Note 9. Subsequent Events

The Company has evaluated subsequent
events through the filing date of this Form 10-K and has determined that there
were no subsequent events to recognize or disclose in these financial
statements.

---



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 April 30, 2010. 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 April 30, 2010, 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 
      #41 Huan Chen
      Road, Xinjian 
      Zhong Xue, Xinjian, Jinyun, 
      Zhejiang, P.R. China | 41  | president, principal
      executive officer, and director                                               
|
|
|
|
|Yin, TianHui 
      5A-56, No.21 Building, WuYi 
      Garden, TongZhou District, Beijing, 
      China             | 56  | secretary, treasurer, principal
      financial officer, principal
      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, 41. 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, 56. 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, 2010, 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-             | Nonqualified |         |          
|------------ | ---- | --------- | --------- | ---------- | ---------- | ---------------- | ------------ | ------- | ---------
|             |      |           |           |            |            | Equity           | Deferred     | All     |          
|Name         |      |           |           |            |            | Incentive        | Compensa-    | Other   |          
|and          |      |           |           | Stock      | **Option** | Plan             | tion         | Compen- |          
|Principal    |      | Salary    | **Bonus** | **Awards** | **Awards** | **Compensation** | **Earnings** | sation  | **Total**
|Position     | Year | **(US$)** | **(US$)** | **(US$)**  | **(US$)**  | (US$)            | (US$)        | (US$)   | **(US$)**
|(a)          | (b)  | (c)       | (d)       | (e)        | (f)        | (g)              | (h)          | (i)     | (j)      
|Zhu, YongFu  | 2010 | 0         | 0         | 0          | 0          | 0                | 0            | 0       | 0        
|President    | 2009 | 0         | 0         | 0          | 0          | 0                | 0            | 0       | 0        
|             | 2008 | 0         | 0         | 0          | 0          | 0                | 0            | 0       | 0        
|             |      |           |           |            |            |                  |              |         |          
|Yin, TianHui | 2010 | 0         | 0         | 0          | 0          | 0                | 0            | 0       | 0        
|Secretary    | 2009 | 0         | 0         | 0          | 0          | 0                | 0            | 0       | 0        
|             | 2008 | 0         | 0         | 0          | 0          | 0                | 0            | 0       | 0        

We have not paid any salaries in 2010, and we do not anticipate
  paying any salaries at any time in 2011. We will not begin paying salaries until
we have adequate funds to do so.

DIRECTOR COMPENSATION

|             | Fees    |            |            |                          |                  |              |          
|------------ | ------- | ---------- | ---------- | ------------------------ | ---------------- | ------------ | ---------
|             | Earned  |            |            |                          | Nonqualified     |              |          
|             | or      |            |            | Non-Equity               | Deferred         |              |          
|             | Paid in | Stock      | Option     | **Incentive
      Plan** | **Compensation** | All Other    |          
|             | Cash    | **Awards** | **Awards** | **Compensation**         | Earnings         | Compensation | **Total**
|Name         | (US$)   | **(US$)**  | (US$)      | (US$)                    | (US$)            | (US$)        | (US$)    
|(a)          | (b)     | (c)        | (d)        | (e)                      | (f)              | (g)          | (h)      
|Zhu, YongFu  | 2010    | 0          | 0          | 0                        | 0                | 0            | 0        
|             |         |            |            |                          |                  |              |          
|Yin, TianHui | 2010    | 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.

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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 of
|----------------------------------------------- | ------------ | -------------
|Beneficial
      Ownership                      | Shares Owned | Shares Owned 
|Zhu, YongFu                                     | 0            | 0%           
|#41 Huan Chen Road, Xinjian Zhong Xue, Xinjian, |              |              
|Jinyun, Zhejiang, P.R. China                    |              |              
|                                                |              |              
|Yin, TianHui                                    | 0            | 0%           
|5A-56, No.21 Building, WuYi Garden, TongZhou    |              |              
|District, Beijing, China                        |              |              
|                                                |              |              
|All 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, 2010, our former director has 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:

2010
      $ 20,000
      Michael T. Studer CPA2009
      $ 10,500
      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:

2010
      $ 0
      Michael T. Studer CPA2009
      $ 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:

2010
      $ 0
      Michael T. Studer CPA2009
      $ 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:

2010
      $ 0
      Michael T. Studer CPA2009
      $ 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 |          |           
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------- | -------- | ----------
|        |                                                                                                                                                                | reference       |          |           
|Exhibit |                                                                                                                                                                |                 |          |           
|Number  | Document Description                                                                                                                                           | Form            | Date     | **Number**
|3.1     | Articles of Incorporation.                                                                                                                                     | SB-2            | 07/20/06 | 3.1       
|3.2     | Bylaws.                                                                                                                                                        | SB-2            | 07/20/06 | 3.2       
|4.1     | Specimen Stock Certificate.                                                                                                                                    | SB-2            | 07/20/06 | 4.1       
|10.1    | Trust Agreement                                                                                                                                                | SB-2            | 07/20/06 | 10.1      
|14.1    | Code of Ethics.                                                                                                                                                | 10-KSB          | 07/26/07 | 14.1      
|31.1    | 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  |                 |          |           
|31.2    | 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  |                 |          |           
|32.1    | 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).  |                 |          |           
|32.2    | 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). |                 |          |           

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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 12 day of September, 2010.

| | RAINEARTH INC.
| | --------------
| |               
| | BY:           
| |               
| |               
| |               
| | BY:           
| |               
| |               

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 | September 12, 2010
|Zhu, YongFu      |          |                   
|                 |          |                   
|/s/ Yin, TianHui | Director | September 12, 2009
|Yin, TianHui     |          |                   

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EXHIBIT INDEX

|        |                                                                                                                                                                | Incorporated by |          |           
|------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------- | -------- | ----------
|        |                                                                                                                                                                | reference       |          |           
|Exhibit |                                                                                                                                                                |                 |          |           
|Number  | Document Description                                                                                                                                           | Form            | Date     | **Number**
|3.1     | Articles of Incorporation.                                                                                                                                     | SB-2            | 07/20/06 | 3.1       
|3.2     | Bylaws.                                                                                                                                                        | SB-2            | 07/20/06 | 3.2       
|4.1     | Specimen Stock Certificate.                                                                                                                                    | SB-2            | 07/20/06 | 4.1       
|10.1    | Trust Agreement                                                                                                                                                | SB-2            | 07/20/06 | 10.1      
|14.1    | Code of Ethics.                                                                                                                                                | 10-KSB          | 07/26/07 | 14.1      
|31.1    | 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  |                 |          |           
|31.2    | 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  |                 |          |           
|32.1    | 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).  |                 |          |           
|32.2    | 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). |                 |          |           

---